**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

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**FORM 10-Q**

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**(MarkOne)**

| **x**      |   | **QUARTERLY REPORT UNDER SECTION 13 OR 15(d)  OF THE SECURITIES EXCHANGE ACT OF 1934**                                                                                    |
|------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** |   | ** **                                                                                                                                                                     |
| ** ** |   | **For the quarterly period ended June 30, 2007**                                                                                                                               |
| ** ** |   | ** **                                                                                                                                                                     |
| **o**      |   | **TRANSITION REPORT UNDER SECTION 13 OR 15(d)  OF THE EXCHANGE ACT**                                                                                                      |
| ** ** |   | ** **                                                                                                                                                                     |
| ** ** |   | **For the transition period from            to           ** |

 

**Commission File Number 000-52642**

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**ShermenWSC Acquisition Corp.**

(ExactName of Registrant as Specified in Its Charter)

| **Delaware**                     |   | **20-4755936**       |
|----------------------------------|--------|----------------------|
| (State or other  Jurisdiction of |   | (I.R.S. Employer     |
| Incorporation or  Organization)  |   | Identification  No.) |

 

| **c/o The Shermen Group, 1251 Avenue of the Americas, Suite 900, New  York, NY** |   | **10020**  |
|----------------------------------------------------------------------------------|--------|------------|
| (Address of  Principal Executive Offices)                                        |   | (Zip Code) |

 

**(212)300-0020**

(Registrant’sTelephone Number, Including Area Code)

**NotApplicable**

(FormerName, Former Address and Former Fiscal Year, if Changed Since Last Report)

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Indicate bycheck mark whether the registrant: (1) filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.    Yes  o    No  x

Indicate by check mark whether the registrant is a large acceleratedfiler, an accelerated filer, or a non-accelerated filer. See definition of “acceleratedfiler and large accelerated filer” in Rule 12b-2 of the Exchange Act (Checkone).

| Large accelerated filer   o     Accelerated  filer    o       Non-accelerated filer   x |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

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

As of August 13, 2007, 28,750,000 sharesof common stock, par value $ 0.0001 per share, were issued and outstanding.

 

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**TABLE OF CONTENTS**

Shermen Acquisition Corp.

(a development stageenterprise)

**Contents**
| Part  I: FINANCIAL INFORMATION:                                                                                |   |
|----------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                           |   |
| Item 1 – Financial Statements:                                                                       |   |
|                                                                                                           |   |
| Condensed  Balance Sheet as of June 30, 2007 (Unaudited)                                                       |   |
|                                                                                                           |   |
| Condensed Statement of Operations for the Period April  18, 2006 (inception) to June 30, 2007 (Unaudited)      |   |
|                                                                                                           |   |
| Condensed Statement of Cash Flows for the Period April  18, 2006 (inception) to June 30, 2007 (unaudited)      |   |
|                                                                                                           |   |
| Notes to Condensed Interim Financial Statements                                                                |   |
|                                                                                                           |   |
| Item 2 – Management’s Discussion and Analysis of  Financial Condition and Results of Operations |   |
|                                                                                                           |   |
| Item 3 – Quantitative and Qualitative Disclosures  About Market Risk                                 |   |
|                                                                                                           |   |
| Item 4 – Controls and Procedures                                                                     |   |
|                                                                                                           |   |
| Part  II. OTHER INFORMATION                                                                                    |   |
|                                                                                                           |   |
| Item 1  – Legal Proceedings                                                                          |   |
|                                                                                                           |   |
| Item 1A – Risk Factors                                                                               |   |
|                                                                                                           |   |
| Item 2 – Unregistered Sales of Equity Securities  and Use of Proceeds                                |   |
|                                                                                                           |   |
| Item 3 – Defaults Upon Senior Securities                                                             |   |
|                                                                                                           |   |
| Item 4 – Submission of Matters to a Vote of  Security Holders                                        |   |
|                                                                                                           |   |
| Item 5  – Other Information                                                                          |   |
|                                                                                                           |   |
| Item 6 – Exhibits                                                                                    |   |
|                                                                                                           |   |
| Signatures                                                                                                     |   |
|                                                                                                           |   |
| Certifications                                                                                                 |   |

 

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**PART I — FINANCIAL INFORMATION**

**SHERMENWSC ACQUISITION CORP.**

**(a corporation in the development stage)**

**CONDENSEDBALANCE SHEETS**
| ** **                                                                                                                                                                                                                                                   | ** ** | **June 30, 2007** | ** **  | **December 31, 2006** | ** ** |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------|-------------|---------------------------------|------------|
| ** **                                                                                                                                                                                                                                                   | ** ** | **(Unaudited)**             | ** **  | ** **                      | ** ** |
| **ASSETS**                                                                                                                                                                                                                                                   | ** ** | ** **                  | ** **  | ** **                      | ** ** |
| ** **                                                                                                                                                                                                                                                   | ** ** | ** **                  | ** **  | ** **                      | ** ** |
| **Current  assets**                                                                                                                                                                                                                                          | ** ** | ** **                  | ** **  | ** **                      | ** ** |
| Cash                                                                                                                                                                                                                                                         |       | $                           | 267,108     |                            | $          | 21,354 |   |
| Prepaid expenses                                                                                                                                                                                                                                             |       | 68,536                      |        | —                          |       |
| **Total  current assets**                                                                                                                                                                                                                                    |       | 335,644                     |        | 21,354                          |       |
| ** **                                                                                                                                                                                                                                                   | ** ** | ** **                  | ** **  | ** **                      | ** ** |
| **Other  assets**                                                                                                                                                                                                                                            | ** ** | ** **                  | ** **  | ** **                      | ** ** |
| Deferred offering costs                                                                                                                                                                                                                                      |       | 8,525                       |        | 457,410                         |       |
| Deferred taxes                                                                                                                                                                                                                                               |       | 191,000                     |        | —                          |       |
| Cash held in Trust Fund                                                                                                                                                                                                                                      |       | 137,151,278                 |        | —                          |       |
|                                                                                                                                                                                                                                                         |       | $                           | 137,686,447 |                            | $          | 478,764 |   |
|                                                                                                                                                                                                                                                         |       |                        |        |                            |       |
| **LIABILITIES AND STOCKHOLDERS’ EQUITY**                                                                                                                                                                                                                | ** ** | ** **                  | ** **  | ** **                      | ** ** |
|                                                                                                                                                                                                                                                         |       |                        |        |                            |       |
| **Current  liabilities**                                                                                                                                                                                                                                     | ** ** | ** **                  | ** **  | ** **                      | ** ** |
| Accounts payable and  accrued expenses                                                                                                                                                                                                                       |       | $                           | 282,365     |                            | $          | 1,795 |   |
| Accrued offering costs                                                                                                                                                                                                                                       |       | —                      |        | 318,000                         |       |
| Income tax payable                                                                                                                                                                                                                                           |       | 227,000                     |        | —                          |       |
| Notes payable, founding  stockholders                                                                                                                                                                                                                        |       | 150,000                     |        | 150,000                         |       |
| **Total  current liabilities**                                                                                                                                                                                                                               |       | 659,365                     |        | 469,795                         |       |
|                                                                                                                                                                                                                                                         |       |                        |        |                            |       |
| **Long-term  liabilities**                                                                                                                                                                                                                                   | ** ** | ** **                  | ** **  | ** **                      | ** ** |
| Deferred underwriters’  fee                                                                                                                                                                                                                             |       | 3,312,000                   |        | —                          |       |
| ** **                                                                                                                                                                                                                                                   |       |                        |        |                            |       |
| **Total  liabilities**                                                                                                                                                                                                                                       |       | 3,971,365                   |        | 469,795                         |       |
|                                                                                                                                                                                                                                                         |       |                        |        |                            |       |
| **Commitments**                                                                                                                                                                                                                                              | ** ** | ** **                  | ** **  | ** **                      | ** ** |
| ** **                                                                                                                                                                                                                                                   | ** ** | ** **                  | ** **  | ** **                      | ** ** |
| **Common  stock subject to redemption,**9,199,999 shares at redemption  value                                                                                                                                                                                |       | 54,743,994                  |        | —                          |       |
| **Deferred  interest related to common stock subject to possible redemption, net of taxes**                                                                                                                                                                  |       | 116,582                     |        | —                          |       |
|                                                                                                                                                                                                                                                         |       |                        |        |                            |       |
| **Stockholders’  equity**                                                                                                                                                                                                                               | ** ** | ** **                  | ** **  | ** **                      | ** ** |
| Preferred stock, $.0001  par value; 1,000,000 shares authorized; none issued                                                                                                                                                                                 |       | —                      |        | —                          |       |
| Common stock, $.0001  par value; 100,000,000 shares authorized; 28,750,000 shares issued and  outstanding as of June 30, 2007 (including 9,199,999 shares subject to  possible redemption) and 5,000,000 shares issued and outstanding at December  31, 2006 |       | 2,875                       |        | 500                             |       |
| Additional paid-in  capital                                                                                                                                                                                                                                  |       | 78,941,231                  |        | 24,500                          |       |
| Deficit accumulated  during the development stage                                                                                                                                                                                                            |       | (89,600                     | )           | (16,031                         | )          |
| Total  stockholders’ equity                                                                                                                                                                                                                             |       | 78,854,506                  |        | 8,969                           |       |
|                                                                                                                                                                                                                                                         |       | $                           | 137,686,447 |                            | $          | 478,764 |   |

 

See accompanying notes to the condensed interimfinancial statements

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**SHERMENWSC ACQUISITION CORP.**

**(a corporation in the development stage)**

**CONDENSED STATEMENTS OFOPERATIONS**

**(Unaudited)**
| ** **                                                                                                              | ** ** | **Three  Months Ended  June 30, 2007** | ** ** | **Six  Months Ended  June 30, 2007** | ** ** | **Period from  April 18, 2006   (inception) to  June 30, 2006** | ** ** | **Period from  April 18, 2006   (inception) to  June 30, 2007** | ** ** |
|-------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------|------------|-----------------------------------------------------|------------|----------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------|------------|
|                                                                                                                    |       |                                                  |       |                                                |       |                                                                                               |       |                                                                                               |       |
| Interest income                                                                                                         |       | $                                                     | 541,278    |                                                | $          | 541,278                                                                                            |       | $                                                                                                  | —     |   | $ | 541,278 |   |
| Formation and operating costs                                                                                           |       | (457,818                                              | )          | (462,264                                            | )          | (7,473                                                                                             | )          | (478,296                                                                                           | )          |
| Income (loss) before provision for income taxes                                                                         |       | 83,460                                                |       | 79,014                                              |       | (7,473                                                                                             | )          | 62,982                                                                                             |       |
|                                                                                                                    |       |                                                  |       |                                                |       |                                                                                               |       |                                                                                               |       |
| Provision for income taxes                                                                                              |       | (36,000                                               | )          | (36,000                                             | )          | —                                                                                             |       | (36,000                                                                                            | )          |
| Net income (loss) before interest income to common  stockholders related to common stock subject to possible redemption |       | 47,460                                                |       | 43,014                                              |       | (7,473                                                                                             | )          | 26,982                                                                                             |       |
|                                                                                                                    |       |                                                  |       |                                                |       |                                                                                               |       |                                                                                               |       |
| Interest income to common stockholders related to  common stock subject to possible redemption                          |       | (116,582                                              | )          | (116,582                                            | )          | —                                                                                             |       | (116,582                                                                                           | )          |
|                                                                                                                    |       |                                                  |       |                                                |       |                                                                                               |       |                                                                                               |       |
| Net loss allocable to common stockholders not  subject to possible redemption                                           |       | $                                                     | (69,122    | )                                                   | $          | (73,568                                                                                            | )          | $                                                                                                  | (7,473     | ) | $ | (89,600 | ) |
|                                                                                                                    |       |                                                  |       |                                                |       |                                                                                               |       |                                                                                               |       |
| Weighted average number of common shares  outstanding, basic                                                            |       | 13,351,648                                            |       | 9,198,895                                           |       | 5,000,000                                                                                          |       | 6,731,207                                                                                          |       |
|                                                                                                                    |       |                                                  |       |                                                |       |                                                                                               |       |                                                                                               |       |
| Net income (loss) per common share, basic                                                                               |       | $                                                     | 0.0036     |                                                | $          | 0.0047                                                                                             |       | $                                                                                                  | (0.0015    | ) | $ | 0.0040 |   |
|                                                                                                                    |       |                                                  |       |                                                |       |                                                                                               |       |                                                                                               |       |
| Weighted average number of common shares  outstanding, diluted                                                          |       | 18,732,494                                            |       | 14,579,741                                          |       | 5,000,000                                                                                          |       | 12,112,053                                                                                         |       |
|                                                                                                                    |       |                                                  |       |                                                |       |                                                                                               |       |                                                                                               |       |
| Net income (loss) per common share, diluted                                                                             |       | $                                                     | 0.0025     |                                                | $          | 0.0030                                                                                             |       | $                                                                                                  | (0.0015    | ) | $ | 0.0022 |   |

 

See accompanying notes to the condensed interimfinancial statements

4

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**SHERMENWSC ACQUISITION CORP.**

**(a corporation in the development stage)**

**CONDENSEDSTATEMENTS OF CASH FLOWS**

**(Unaudited)**
| ** **                                                                            | ** ** | **Six  Months Ended  June 30, 2007** | ** ** | **April 18, 2006  (date of inception)   through  June 30, 2006** | ** ** | **April 18, 2006  (date of inception)   through  June 30, 2007** | ** ** |
|---------------------------------------------------------------------------------------|------------|-----------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------|------------|
| ** **                                                                            | ** ** | ** **                                          | ** ** | ** **                                                                                          | ** ** | ** **                                                                                          | ** ** |
| **Cash flows from operating activities:**                                             | ** ** | ** **                                          | ** ** | ** **                                                                                          | ** ** | ** **                                                                                          | ** ** |
| Net income (loss)                                                                     |       | $                                                   | 43,014     |                                                                                                | $          | (7,473                                                                                              | )          | $ | 26,982 |   |
| Deferred tax benefit                                                                  |       | (191,000                                            | )          | —                                                                                              |       | (191,000                                                                                            | )          |
| Adjustments to reconcile net income (loss) to net  cash used in operating activities: |       |                                                |       |                                                                                                |       |                                                                                                |       |
| **Changes in operating assets and liabilities:**                                      | ** ** | ** **                                          | ** ** | ** **                                                                                          | ** ** | ** **                                                                                          | ** ** |
| Prepaid expenses                                                                      |       | (68,536                                             | )          | —                                                                                              |       | (68,536                                                                                             | )          |
| Accounts payable and accrued expenses                                                 |       | (37,430                                             | )          | —                                                                                              |       | (35,635                                                                                             | )          |
| Income tax payable                                                                    |       | 227,000                                             |       | —                                                                                              |       | 227,000                                                                                             |       |
| **Cash used in operating activities**                                                 |       | (26,952                                             | )          | (7,473                                                                                              | )          | (41,189                                                                                             | )          |
|                                                                                  |       |                                                |       |                                                                                                |       |                                                                                                |       |
| **Cash used in investing activities:**                                                | ** ** | ** **                                          | ** ** | ** **                                                                                          | ** ** | ** **                                                                                          | ** ** |
| Cash held in Trust Fund                                                               |       | (137,151,278                                        | )          | —                                                                                              |       | (137,151,278                                                                                        | )          |
|                                                                                  |       |                                                |       |                                                                                                |       |                                                                                                |       |
| **Cash flows from financing activities:**                                             | ** ** | ** **                                          | ** ** | ** **                                                                                          | ** ** | ** **                                                                                          | ** ** |
| Proceeds from note payable, stockholder                                               |       | —                                              |       | 150,000                                                                                             |       | 150,000                                                                                             |       |
| Payments of offering costs                                                            |       | (4,226,116                                          | )          | —                                                                                              |       | (4,365,525                                                                                          | )          |
| Proceeds from sale of stock options                                                   |       | 100                                                 |       | —                                                                                              |       | 100                                                                                                 |       |
| Proceeds from issuance of warrants                                                    |       | 3,650,000                                           |       | —                                                                                              |       | 3,650,000                                                                                           |       |
| Proceeds from issuance of common stock                                                |       | 138,000,000                                         |       | 25,000                                                                                              |       | 138,025,000                                                                                         |       |
| **Net cash provided by financing activities:**                                        |       | 137,423,984                                         |       | 175,000                                                                                             |       | 137,459,575                                                                                         |       |
|                                                                                  |       |                                                |       |                                                                                                |       |                                                                                                |       |
| **Net increase in cash**                                                              |       | 245,754                                             |       | 167,527                                                                                             |       | 267,108                                                                                             |       |
|                                                                                  |       |                                                |       |                                                                                                |       |                                                                                                |       |
| **Cash,**beginning of the period                                                      |       | 21,354                                              |       | —                                                                                              |       | —                                                                                              |       |
|                                                                                  |       |                                                |       |                                                                                                |       |                                                                                                |       |
| **Cash,**end of the period                                                            |       | $                                                   | 267,108    |                                                                                                | $          | 167,527                                                                                             |       | $ | 267,108 |   |
|                                                                                  |       |                                                |       |                                                                                                |       |                                                                                                |       |
| **Supplemental schedule of non-cash investing and  financing activities:**            |       |                                                |       |                                                                                                |       |                                                                                                |       |
| Deferred underwriters’ fees                                                      |       | $                                                   | 3,312,000  |                                                                                                | $          | —                                                                                              |       | $ | 3,312,000 |   |
|                                                                                  |       |                                                |       |                                                                                                |       |                                                                                                |       |
| Accrued offering costs                                                                |       | $                                                   | —     |                                                                                                | $          | 60,100                                                                                              |       | $ | 318,000 |   |

 

See accompanying notes to the condensed interimfinancial statements

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**SHERMENWSC ACQUISITION CORP.**

**(a corporation in the development stage)**

**NOTES TOCONDENSED INTERIM FINANCIAL STATEMENTS**

**NOTE A—DESCRIPTION OF ORGANIZATION AND BUSINESSOPERATIONS**

Shermen WSC AcquisitionCorp. (a corporation in the development stage) (the “Company”) was incorporatedin Delaware on April 18, 2006. The Company was formed to acquire an operatingbusiness in the agriculture industry through a merger, capital stock exchange,asset acquisition, stock purchase or other similar business combination. TheCompany has neither engaged in any operations nor generated significant revenueto date. The Company is considered to be in the development stage as defined inStatement of Financial Accounting Standards (SFAS) No. 7, “Accounting andReporting By Development Stage Enterprises,” and is subject to the risksassociated with activities of development stage companies. The Company hasselected December 31 as its calendar year end.

The accompanying unauditedcondensed interim financial statements have been prepared by the Company andreflect all adjustments, consisting only of normal recurring adjustments, whichare, in the opinion of management, necessary for a fair presentation of thefinancial position as of June 30, 2007 and the financial results for the threemonths and six months ended June 30, 2007 and the periods from April 18, 2006(date of inception) to June 30, 2006 and from April 18, 2006 (date ofinception) to June 30, 2007, in accordance with accounting principles generallyaccepted in the United States of America for interim financial statements andpursuant to the instructions to Form 10-Q and Article 10 of RegulationS-X.  Certain information and footnotedisclosures normally included in the Company’s annual audited financialstatements have been condensed or omitted pursuant to such rules andregulations.

The results of operationsfor the three months and six months ended June 30, 2007 and the periods fromApril 18, 2006 (date of inception) to June 30, 2006 and from April 18, 2006(date of inception) to June 30, 2007 are not necessarily indicative of theresults of operations to be expected for a full fiscal year.

TheCompany’s management has broad discretion with respect to the specificapplication of the net proceeds of the offering of Units (as defined in Note Cbelow) (the “Offering”), although substantially all of the net proceeds of theOffering are intended to be generally applied toward consummating a businesscombination with (or acquisition of) an operating business in the agricultureindustry (“Business Combination”). Furthermore, there is no assurance that theCompany will be able to successfully affect a Business Combination. Since theclosing of the Offering, at least 99.5% of the gross proceeds, after thepayment of certain amounts to the underwriters, is held in a trust account (“TrustAccount”) and invested in U.S. “government securities,” defined as any TreasuryBill issued by the United States government having a maturity of one hundredand eighty (180) days or less or any open ended investment company registeredunder the Investment Company Act of 1940 that holds itself out as a moneymarket fund and bears the highest credit rating issued by a United Statesnationally recognized rating agency, until the earlier of (i) the consummationof its first Business Combination or (ii) the distribution of the Trust Accountas described below. The remaining proceeds will be used to pay for business,legal and accounting due diligence on prospective acquisitions and continuinggeneral and administrative expenses. The Company, after signing a definitiveagreement for the acquisition of a target business, will submit suchtransaction for stockholder approval. In the event that 40% or more of theoutstanding stock (excluding, for this purpose, those shares of common stockissued prior to the Offering) vote against the Business Combination andexercise their conversion rights described below, the Business Combination willnot be consummated. Public stockholders voting against a Business Combinationwill be entitled to convert their stock into a pro rata share of the TrustAccount (including the additional 4% fee of the gross proceeds payable to theunderwriters upon the Company’s consummation of a Business Combination),

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including any interest earned (net of taxes payable and the amountdistributed to the Company to fund its working capital requirements) on theirpro rata share, if the business combination is approved and consummated.However, voting against the Business Combination alone will not result in anelection to exercise a stockholder’s conversion rights. A stockholder must alsoaffirmatively exercise such conversion rights at or prior to the time theBusiness Combination is voted upon by the stockholders.  If holders of no more than approximately39.99% of the shares sold in the Offering vote against a Business Combinationand seek to exercise their conversion rights and such Business Combination isconsummated, the existing stockholders have agreed to forfeit and return to theCompany for cancellation a number of shares so that they will collectively ownno more than 23.0% of the Company’s outstanding common stock upon consummationof such Business Combination (without giving effect to any shares that may beissued in such Business Combination).  Ifthe Company is unable to affect a Business Combination and liquidates, none ofthe existing stockholders will receive any portion of the proceeds held in theTrust Account to be distributed to the Company’s stockholders with respect tocommon stock owned by them immediately before the Offering.  As of June 30, 2007, after giving effect to a1.15 for 1 stock split which was effected immediately prior to the Offering,all of the Company’s stockholders prior to the Offering, including all of thedirectors and officers of the Company, have agreed to vote all of the shares ofcommon stock held by them in accordance with the vote of the majority ininterest of all other stockholders of the Company.  All of the Company’s stockholders prior tothe Offering, including all of the directors and officers of the Company haveagreed to vote all of the shares of common stock held by them in accordancewith the vote of the majority in interest of all other stockholders of theCompany.

In the event that theCompany does not consummate a Business Combination within 18 months from thedate of the consummation of the Offering, or 24 months from the consummation ofthe Offering if certain extension criteria have been satisfied, the proceedsheld in the Trust Account will be distributed to the Company’s publicstockholders, excluding the existing stockholders to the extent of theirinitial stock holdings. In the event of such distribution, it is likely thatthe per share value of the residual assets remaining available for distribution(including Trust Account assets) will be less than the initial public offeringprice per Unit in the Offering (assuming no value is attributed to the Warrantscontained in the Units to be offered in the Offering discussed in Note C).

**NOTEB—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

**Developmentstage company:**

TheCompany complies with the reporting requirements of SFAS No. 7, “Accounting andReporting by Development Stage Enterprises.”

**Earnings (loss) per share:**

The Company complies withSFAS No. 128, “Earnings Per Share.” SFAS No. 128 requires dual presentation ofbasic and diluted income per share for all periods presented. Basic income pershare excludes dilution and is computed by dividing net income by the weightedaverage number of common shares outstanding for the period. Diluted income pershare reflects the potential dilution that could occur if securities or othercontracts to issue common stock were exercised or converted into common stockor resulted in the issuance of common stock that then share in the income ofthe Company. The difference

7

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between the number of sharesused to compute basic income per share and diluted income per share relates toadditional shares to be issued upon the assumed exercise of stock options andwarrants, net of shares hypothetically repurchased at the average market pricewith the proceeds of exercise.

**Concentration of creditrisk:**

Financial instruments thatpotentially subject the Company to concentrations of credit risk consist ofcash accounts in a financial institution, which at times, exceeds the Federaldepository insurance coverage of $100,000. The Company has not experienced losses on these accounts and managementbelieves the Company is not exposed to significant risks on such accounts.

**Use of estimates:**

Thepreparation of condensed interim financial statements in conformity withaccounting principles generally accepted in the United States of Americarequires management to make estimates and assumptions that affect the reportedamounts of assets and liabilities and disclosure of contingent assets andliabilities at the date of the condensed interim financial statements and thereported amounts of revenues and expenses during the reporting period. Actual resultscould differ from those estimates.

**Income taxes:**

TheCompany complies with SFAS 109, “Accounting for Income Taxes,” which requiresan asset and liability approach to financial accounting and reporting forincome taxes. Deferred income tax assets and liabilities are computed fordifferences between the financial statement and tax bases of assets andliabilities that will result in future taxable or deductible amounts, based onenacted tax laws and rates applicable to the periods in which the differencesare expected to affect taxable income. Valuation allowances are established,when necessary, to reduce deferred tax assets to the amount expected to berealized.

EffectiveJanuary 1, 2007, the Company adopted the provisions of the Financial AccountingStandards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty inIncome Taxes – an interpretation of FASB Statement No. 109” (“FIN 48”).  There were no unrecognized tax benefits as ofJanuary 1, 2007 and as of June 30, 2007. FIN 48 prescribes a recognition threshold and a measurement attributefor the financial statement recognition and measurement of tax positions takenor expected to be taken in a tax return. For those benefits to be recognized, a tax position must bemore-likely-than-not to be sustained upon examination by taxingauthorities.  The Company recognizesaccrued interest and penalties related to unrecognized tax benefits as incometax expense.  No amounts were accrued forthe payment of interest and penalties at January 1, 2007.  There was no change to this balance at June30, 2007.  Management is currentlyunaware of any issues under review that could result in significant payments,accruals or material deviation from its position.  The adoption of the provisions of FIN 48 didnot have a material impact on the Company’s financial position and results ofoperation and cash flow.

Incometax expense for the three and six months ended June 30, 2007 was approximately$36,000.  The expense is comprised ofcurrent federal, state and city income taxes of $227,000 and deferred federal,state and city income taxes benefit of $191,000.  The effective tax rate of 43% and 46% for thethree

8

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months and six months ended June 30, 2007, differsfrom the federal statutory rate of approximately 35% as a result of state andcity income taxes and the deferred tax asset.

Deferredincome taxes are provided for the differences between the bases of assets andliabilities for financial reporting and income tax purposes.  As of June 30, 2007, the Company has adeferred tax asset of approximately $191,000 primarily attributable to deferredoffering costs.

**Recently Issued AccountingPronouncements:**

InSeptember 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” ThisStatement defines fair value, established framework for measuring fair value ingenerally accepted accounting principles, expands disclosure about fair valuemeasurements, and applies under other accounting pronouncements that require orpermit fair value measurements, SFAS No. 157 does not require any new fairvalue measurements. However, the FASB anticipates that for some entities, theapplication of SFAS No. 157 will change current practice. SFAS No. 157 iseffective for financial statements issued for fiscal years beginning afterNovember 15, 2007, which for the Company would be its fiscal year beginningJanuary 1, 2008. The Company is currently evaluating the impact of SFAS No. 157but does not expect that it will have a material impact on its condensedinterim financial statements.

InSeptember 2006, the Securities and Exchange Commission issued Staff AccountingBulletin No. 108, “Considering the Effects of Prior Year Misstatements whenQuantifying Misstatements in Current Year Financial Statements”(“SAB 108”). SAB108 provides guidance on how prior year misstatements should be considered whenquantifying misstatements in the current year financial statements. The SABrequires registrants to quantify misstatements using both balance sheet and anincome statement approach and evaluate and evaluate whether either approachresults in quantifying a misstatement that, when all relevant quantitative andqualitative factors are considered, is material. SAB 108 does not change theguidance in SAB 99, “Materiality,” when evaluating the materiality ofmisstatements. SAB 108 is effective for fiscal years ending after November 15,2006. Upon initial application, SAB 108 permits a one-time cumulative effectadjustment to beginning retained earnings. The Company is currently evaluatingthe potential impact, if any, that the adoption of SAB 108 will have on itscondensed interim financial statements.

InFebruary 2007, the FASB issued SFAS No. 159, “The Fair Value Option forFinancial Assets and Financial Liabilities.” This Statement permits entities tochoose to measure many financial instruments at fair value. Unrealized gainsand losses on items for which option has been elected are reported in earnings.SFAS No. 159 is effective for fiscal years beginning after November 15, 2007.The Company is currently assessing impact of SFAS 159  on its condensed interim financialstatements.

**NOTEC—OFFERING AND OVER-ALLOTMENT**

The Company offered20,000,000 units (“Units”) for public sale. Each Unit consists of one share ofthe Company’s common stock, $0.0001 par value, and two redeemable common stockpurchase warrants (“Warrants”). Each Warrant entitles the holder to purchasefrom the Company one share of common stock at an exercise price of $5.00commencing on the later of (a) one year from the date of the final prospectus

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forthe Offering or (b) the completion of a Business Combination with a targetbusiness or the distribution of the Trust Account, and will expire four yearsfrom the date of the prospectus.  TheWarrants will be redeemable at a price of $0.01 per Warrant upon 30 days priornotice after the Warrants become exercisable, only in the event that the lastsale price of the common stock is at least $8.50 per share for any 20 tradingdays within a 30 trading day period ending on the third business day prior tothe date on which notice of redemption is given.

No warrants will beexercisable and the Company will not be obligated to issue shares of commonstock unless at the time a holder seeks to exercise such warrant, a prospectusrelating to the common stock issuable upon exercise of the warrants is currentand the common stock has been registered or qualified or deemed to be exemptunder the securities laws of the state of residence of the holder of thewarrants.  Under the terms of the warrantagreement, the Company has agreed to use its best efforts to meet theseconditions and to maintain a current prospectus relating to the common stockissuable upon exercise of the warrants until the expiration of thewarrants.  However, if the Company doesnot maintain a current prospectus relating to the common stock issuable uponexercise of the warrants, holders will be unable to exercise theirwarrants.  In no circumstance will theCompany be required to settle any such warrant exercise for cash.  If the prospectus relating to the commonstock issuable upon the exercise of the warrants is not current or if thecommon stock is not qualified or exempt from qualification in the jurisdictionin which the holders of the warrants reside, the warrants may have no value, themarket for the warrants may be limited and the warrants may expire worthless.

Shermen WSC Holding LLC (“ShermenWSC Holding”) has purchased 5,214,286 Warrants (“Founder Warrants”) at $0.70per Warrant (for an aggregate purchase price of approximately $3,650,000)privately from the Company. This purchase took place simultaneously with theconsummation of the Offering. All of the proceeds received from this purchasewere placed in the Trust Account. The Founder Warrants purchased by Shermen WSCHolding are identical to the Warrants underlying the Units being offered in theOffering except that (i) the Company has no obligation to register the sale ofthe warrants and the underlying shares of common stock and their exercise is notlimited by the absence of an effective registration statement and currentprospectus relating to the resale of the underlying shares and (ii) the FounderWarrants may be exercisable on a “cashless basis” if the Company calls theWarrants for redemption. Shermen WSC Holding has also agreed that the FounderWarrants will not be transferable or salable by it or such directors orofficers or their respective affiliates until after the Company has completed aBusiness Combination, except it may distribute them to its members. Immediatelyafter the purchase of the Founder Warrants, Shermen WSC Holding distributedthem to its members.

All shares of common stockowned by the existing stockholders prior to the closing of the Offering (the “InitialShares”) were placed into an escrow account maintained by Continental StockTransfer & Trust Company, acting as escrow agent.  The Initial Shares will not be released fromescrow until six months following the consummation of a Business Combination.

The foregoing restriction issubject to certain limited exceptions such as transfers to family members andtrusts for estate planning purposes, upon death of an escrow depositor,transfers to an estate or

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beneficiaries,or other specified transfers.  Even iftransferred under these circumstances, the Initial Shares will remain in theescrow account.

On May 30, 2007, theunderwriters’ for the Company’s initial public offering exercised the fullover-allotment of 3,000,000 units.  As aresult, the deferred underwriters’ fee was increased approximately $432,000.

**NOTE D – COMMON STOCK**

**      **On May 23, 2007, the Company affected a 1.15for 1 forward stock split of the Initial Shares and issued 750,000 shares ofits common stock, $0.0001 par value per share, to the existing stockholdersprior to the closing of both the Offering and the over-allotment.

**NOTE E – RELATED PARTY TRANSACTIONS**

The Company issued a$150,000 unsecured promissory note to a stockholder, Shermen Capital Partners,LLC, on April 30, 2006.  The note isnon-interest bearing and the final maturity is five business days aftertwenty-four months after the date of the Offering, but to the extent that ourworking capital in any month, including one-half of the interest earned on theTrust Account, net of taxes, that is released to us in that month, is greaterthan our current expenses in that month, all or a portion of such excess may beapplied to a prepayment of the $150,000 loan from Shermen Capital Partners,LLC.

The Company presentlyoccupies office space provided by Shermen Capital Partners, LLC. ShermenCapital Partners, LLC has agreed that, until a Business Combination, it willmake such office space, as well as certain office and secretarial services,available to the Company, as may be required by the Company from time to time.The Company has agreed to pay Shermen Capital Partners, LLC $9,950 per monthfor such services.

Certain of the directors andofficers of the Company have purchased through Shermen WSC Holding LLC, in aprivate placement, 5,214,286 Warrants immediately prior to the Offering at aprice of $0.70 per Warrant (an aggregate purchase price of approximately$3,650,000) from the Company and not as part of the Offering. They have alsoagreed that these Warrants purchased by them will not be sold or transferreduntil completion of a Business Combination.

**NOTEF** – COMMITMENTS

TheCompany is committed to paying an underwriting discount of 4% of the publicoffering price of the Units to the underwriters (less $0.21 for each share ofcommon stock converted to cash in connection with a Business Combination)payable upon the Company’s consummation of a Business Combination.

TheCompany has sold to the underwriters, for $100, as additional compensation, anoption to purchase up to a total of 700,000 Units in the aggregate (350,000units to each underwriter) at a per-unit price of $7.50.  The Units issuable upon exercise of thisoption are also identical to those offered in the Offering, except that eachWarrant underlying such Units entitles the holder to purchase one share of theCompany’s

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**common stock at a price of$6.25.  In no circumstance will theCompany be required to settle any such option exercise for cash.**

Thesale of the option to purchase was accounted for as an equity transaction.  Accordingly, there will be no net impact onthe Company’s financial position or results of operations, except for therecording of the $100 proceeds from the sale.

TheCompany has determined, based upon a Black-Scholes model, that the fair valueof the option on the date of sale would be approximately $0.60 per unit, or$420,000 in total, using an expected life of four years, volatility of 52.13%and a risk-free interest rate of 4.92%.

Thevolatility calculation of 52.13% is based on the average 90-day Bloombergvolatility of a portfolio of nine publicly traded U.S. agricultural companieswith market capitalizations between $50,000,000 and $500,000,000 (the “Index”).Because the Company does not have a trading history, the Company needed toestimate the potential volatility of its common stock price, which will dependon a number of factors which cannot be ascertained at this time.  The Company referred to the Index becausemanagement believes that the average volatility is a reasonable benchmark touse in estimating the expected volatility of the Company’s common stockpost-Business Combination.  Although anexpected life of four years was taken into account for purposes of assigning afair value to the option, if the Company does not consummate a BusinessCombination within the prescribed time period and liquidates, the option wouldbecome worthless. Although the purchase option and its underlying securitieshave been registered under the registration statement of which the prospectusforms a part, the purchase option provides for registration rights that willpermit the holder of the purchase option to demand that a registrationstatement will be filed with respect to all or any part of the securitiesunderlying the purchase option within five years of the completion of theOffering.  Further, the holders of thepurchase option will be entitled to piggyback registration rights in the eventthe Company undertakes a subsequent registered offering within seven years ofthe completion of the Offering.

**NOTEG—PREFERRED STOCK**

The Company is authorized toissue 1,000,000 shares of preferred stock with such designations, voting andother rights and preferences as may be determined from time to time by itsBoard of Directors.

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**ITEM 2.  MANAGEMENT’S DISCUSSIONAND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**

The following discussionshould be read in conjunction with our Condensed Financial Statements andfootnotes thereto contained in this Quarterly Report on Form 10-Q.

**ForwardLooking Statements**

ThisQuarterly Report on Form 10-Q includes forward-looking statements within themeaning of Section 27A of the Securities Act of 1933, as amended, and Section21E of the Securities Exchange Act of 1934, as amended.  We have based these forward-lookingstatements on our current expectations and projections about futureevents.  These forward-looking statementsare subject to known and unknown risks, uncertainties and assumptions about usthat may cause our actual results, levels of activity, performance orachievements to be materially different from any future results, levels ofactivity, performance or achievements expressed or implied by suchforward-looking statements.  In somecases, 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 or contribute tosuch a discrepancy include, but are not limited to, those described in ourother Securities and Exchange Commission (“SEC”) filings.

**Overview**

We were formed on April 18,2006 for the purpose of acquiring, through a merger, capital stock exchange,asset acquisition, stock purchase or other similar business combination, anoperating business in the agriculture industry.

OnMay 30, 2007, we completed our initial public offering (“IPO”) of 23,000,000units (“Units”).  Each Unit consists ofone share of our common stock, $0.0001 par value per share (“Common Stock”),and two warrants (“Warrants”), each to purchase one share of Common Stock at$5.00 per share.  The public offeringprice of each Unit was $6.00, and we generated gross proceeds of $138,000,000in the IPO (including proceeds from the exercise of the underwriters’over-allotment option).  Of the grossproceeds: (i) we deposited $133,210,000 into a trust account (the “TrustAccount”) at JP Morgan Chase NY Bank, maintained by Continental Stock Transfer& Trust Company as trustee, which included $5,520,000 of deferredunderwriting fees; (ii) the underwriters received $4,140,000 as underwritingfees (excluding the deferred underwriting fees); and (iii) we retained $607,900for offering expenses.  In addition, wedeposited into the Trust Account $3,650,000.20 that we received from theissuance and sale of 5,214,286 warrants (the “Founder Warrants”) to Shermen WSCHolding LLC, whose managing member is Shermen Capital Partners, LLC, an entitycontrolled by Francis P. Jenkins, Jr., our chairman and chief executiveofficer, on May 30, 2007.

We intend to utilize cashderived from the proceeds of our initial public offering, our capital stock,debt or a combination of such cash, capital stock and debt, in effecting a businesscombination.  The issuance of additionalshares of our capital stock:

·                  maysignificantly reduce the equity interest of our stockholders;

·                  maysubordinate the rights of holders of Common Stock if we issue preferred stockwith rights senior to those afforded to Common Stock;

·                  willlikely cause a change in control if a substantial number of shares of CommonStock are issued, which may affect, among other things, our ability to use ournet operating loss carry

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forwards,if any, and most likely will also result in the resignation or removal of ourpresent officers and directors; and

·                  mayadversely affect prevailing market prices for our common stock.

Similarly, if we issue debtsecurities, it could result in:

·                  defaultand foreclosure on our assets if our operating revenues after a businesscombination are insufficient to pay our debt obligations;

·                  accelerationof our obligations to repay the indebtedness even if we have made all principaland interest payments when due if the debt security contains covenants thatrequired the maintenance of certain financial ratios or reserves and we breachany such covenant without a waiver or renegotiation of that covenant;

·                  ourimmediate payment of all principal and accrued interest, if any, if the debtsecurity is payable on demand; and

·                  ourinability to obtain additional financing, if necessary, if the debt securitycontains covenants restricting our ability to obtain additional financing whilesuch security is outstanding.

Weintend to use substantially all of the net proceeds of our initial publicoffering and the issuance and sale of the Founder Warrants, including the fundsheld in the trust account (excluding deferred underwriting discounts andcommissions), to acquire a target business. To the extent that our capital stock is used in whole or in part asconsideration to effect a business combination, the remaining proceeds held inthe trust account as well as any other net proceeds not expended will be usedas working capital to finance the operations of the target business.  Such working capital funds could be used in avariety of ways including continuing or expanding the target businessoperations, for strategic acquisitions and for marketing, research anddevelopment of existing or new products. Such funds could also be used to repay any operating expenses or finders’fees which we had incurred prior to the completion of our business combinationif the funds available to us outside of the trust fund were insufficient tocover such expenses.

**Resultsof Operations, Financial Condition and Liquidity**

**ThroughJune 30, 2007, our efforts have been limited to organizational activities,activities relating to our initial public offering, activities relating toidentifying and evaluating prospective acquisition candidates, and activitiesrelating to general corporate matters; we have neither engaged in anyoperations nor generated any revenues, other than interest income earned on theproceeds of our private placement and initial public offering.**

**Netloss totaled $73,568 and $89,600 for the six months ended June 30, 2007 and forthe period from inception to June 30, 2007, respectively.**

**Ouroperating expenses totaled $462,264 and $478,296 for the six months ended June30, 2007 and for the period from inception (April 18, 2006) to June 30, 2007,respectively.**

**We hadnet interest income earned on marketable securities and held in the TrustAccount of $541,278 for the six months ended June 30, 2007 and for the periodfrom inception (April 18, 2006) to March 31, 2007.  Interest income, after up to $1,500,000 whichmay be released to us on a monthly basis, excludes earnings on funds held inthe Trust Account associated with Common Stock subject to possible**

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**conversion, and, exceptfor amounts equal to any taxes payable by us relating to such interest earned,will not be released to us from the Trust Account until the earlier of thecompletion of a business combination or the expiration of the time periodduring which we may complete a business combination.**

**We haveprovided for only an effective tax rate of slightly over 34% on a year andinception-to-date basis primarily because substantially all of the fundsdeposited in the Trust Account are exempt from federal, state and local taxes.  For the six months ended June 30, 2007 andfor the period from inception to June 30, 2007, there was no liability.**

**As ofJune 30, 2007, we had approximately $267,108 of unrestricted cash available tous for our activities in connection with identifying and conducting duediligence of a suitable business combination, and for general corporatematters.  The following table shows thetotal funds held in the trust account through June 30, 2007:**
| Net proceeds  from our initial public offering and private placement of the Founder  Warrants placed in trust |   | $               | 136,860,000 |   |
|---------------------------------------------------------------------------------------------------------------|--------|-----------------|-------------|--------|
| Total interest  received to date                                                                              |   | 541,278         |        |
| Less: total  interest disbursed to us for working capital through June 30, 2007                               |   | 250,000         |        |
| Less: total taxes  paid through June 30, 2007                                                                 |   | 0               |        |
| **Total  funds held in trust through June 30, 2007**                                                          |   | **137,151,278** |        |

 

Webelieve that we will have sufficient funds to allow us to operate through May24, 2009, assuming that a business combination is not consummated during thattime.  Approximately $1,500,000 ofworking capital over this time period will be funded from the interest earnedfrom the funds held in the Trust Account. Over this time period, we anticipate incurring expenses for thefollowing purposes:

·                  payment of premiumsassociated with our director’s and officer’s insurance;

·                  payment ofestimated taxes incurred as a result of interest income earned on fundscurrently held in the trust account;

·                  due diligence andinvestigation of prospective target businesses;

·                  legal and accounting fees relating to our SECreporting obligations and general corporate matters;

·                  prepayment of the$150,000 loan from Shermen Capital Partners, LLC, whose managing member isFrancis P. Jenkins, Jr., our chairman and chief executive officer;

·                  structuring andnegotiating a business combination, including the making of a down payment orthe payment of exclusivity or similar fees and expenses; and

·                  other miscellaneousexpenses including the $9,950 per month to Shermen Capital Partners, LLC.

**ITEM 3.  QUANTITATIVE ANDQUALITATIVE DISCLOSURES ABOUT MARKET RISK**

Marketrisk is the sensitivity of income to changes in interest rates, foreignexchanges, commodity prices, equity prices, and other market-driven rates orprices.  We are not presently engaged inand, if we do not consummate a suitable business combination prior to theprescribed liquidation date of

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the Trust Account, we maynot engage in, any substantive commercial business. Accordingly, we are notand, until such time as we consummate a business combination, we will not be,exposed to risks associated with foreign exchange rates, commodity prices,equity prices or other market-driven rates or prices.  The net proceeds of our initial publicoffering held in the Trust Account may be invested by the trustee only in U.S. “governmentsecurities,” defined as any Treasury Bill issued by the United Statesgovernment having a maturity of one hundred and eighty days or less, or anyopen ended investment company registered under the Investment Company Act of1940, as amended, that holds itself out as a money market fund and bears thehighest credit rating issued by a United States nationally recognized ratingagency.  Given our limited risk in ourexposure to government securities and money market funds, we do not view theinterest rate risk to be significant.

**ITEM4.  CONTROLS AND PROCEDURES**

We maintain disclosure controls and procedures thatare designed to ensure that information required to be disclosed in our reportsfiled pursuant to the Securities Exchange Act of 1934, as amended, is recorded,processed, summarized, and reported within the time periods specified in theSEC’s rules and forms, and that such information is accumulated andcommunicated to our management, including our chief executive officer and chieffinancial officer, as appropriate, to allow timely decisions regarding requireddisclosure.  In designing and evaluatingthe disclosure controls and procedures, management recognized that any controlsand procedures, no matter how well designed and operated, can provide onlyreasonable assurance of achieving the desired control objectives, andmanagement necessarily was required to apply its judgment in evaluating thecost-benefit relationship of possible controls and procedures.

We carried out an evaluation, under the supervisionand with the participation of our management, including our chief executiveofficer and chief financial officer, of the effectiveness of the design andoperation of our disclosure controls and procedures.  Based on the foregoing, our chief executiveofficer and chief financial officer, concluded that our disclosure controls andprocedures (as defined in Rules 13a-15(e) and 15d-15(e) under the SecuritiesExchange Act) were effective as of the end of the fiscal quarter ended June 30,2007.

There have been no changes in our internal controlover financial reporting during the fiscal quarter ended June 30, 2007 thathave materially affected, or are reasonably likely to materially affect ourinternal control over financial reporting.

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**PART II: OTHER INFORMATION**

**ITEM 1.  LEGAL PROCEEDINGS**

None.

**ITEM 1A.  RISK FACTORS**

Therehave been no material changes to the risk factors disclosed under the caption “RiskFactors” beginning on page 17 of our Prospectus filed with the SEC on May 24,2007 relating to our Registration Statement on Form S-1 (File No. 333-133869).

**ITEM2.  UNREGISTERED SALES OF EQUITYSECURITIES AND USE OF PROCEEDS**

Concurrently with the consummation of the IPO, onMay 30, 2007, we consummated a private sale of the Founder Warrants at apurchase price of $0.70 per Founder Warrant, generating total proceeds of$3,650,000.20.  The Founder Warrants werepurchased by certain of our directors and officers through Shermen WSC HoldingLLC whose managing member is Shermen Capital Partners, LLC, an entitycontrolled by Francis P. Jenkins, Jr., our chairman and chief executiveofficer.  The Founder Warrants areidentical to the Warrants except that (i) if we call the Warrants forredemption, the Founder Warrants will be exercisable on a cashless basis; (ii)the Founder Warrants will not be transferable or salable by Shermen WSC HoldingLLC or such directors or officers or their respective affiliates until after wehave completed our initial business combination, except Sherman WSC Holding LLCmay distribute them to its members; and (iii) the holders of the FounderWarrants and the Common Stock underlying such Founder Warrants are entitled toregistration rights with respect to such securities under an agreement signedon May 30, 2007.  Immediately after thepurchase of the Founder Warrants, Shermen WSC Holding LLC distributed them toits members.

For a description of the use of the proceeds of theprivate sale of the Founder Warrants, see Part I, Item 2 of this QuarterlyReport on Form 10-Q.

**ITEM 3.  DEFAULTS UPON SENIOR SECURITIES**

None.

**ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS**

None.

**ITEM5.  OTHER INFORMATION**

None.

**ITEM 6.  EXHIBITS**
| Exhibit   Number | ** ** | **Exhibit Description**                                                                              |
|------------------|------------|------------------------------------------------------------------------------------------------------|
| 31.1             |       | Certification of Chief Executive Officer, pursuant  to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2             |       | Certification of Chief Financial Officer, pursuant  to Section 302 of the Sarbanes-Oxley Act of 2002 |

 

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| 32.1 |   | Certification of Chief Executive Officer, pursuant  to Section 906 of the Sarbanes-Oxley Act of 2002 |
|------|--------|------------------------------------------------------------------------------------------------------|
| 32.2 |   | Certification of Chief Financial Officer, pursuant  to Section 906 of the Sarbanes-Oxley Act of 2002 |

 

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**SIGNATURES**

Pursuant to the requirementsof the Securities Exchange Act of 1934, the registrant caused this report to besigned on its behalf by the undersigned, thereunto duly authorized.

 
|                   | **SHERMEN WSC ACQUISITION CORP.** |
|------------------------|-----------------------------------|
|                   |                              |
|                   |                              |
|                   | /s/ Francis P. Jenkins, Jr.       |
|                   | Name:                             | Francis P. Jenkins, Jr. |
|                   | Title:                            | Chairman, Chief Executive Officer and |
|                   |                              | Director (Principal Executive Officer) |
|                   |                              |
|                   |                              |
|                   | /s/ John E. Toffolon, Jr.         |
|                   | Name:                             | John E. Toffolon, Jr. |
|                   | Title:                            | Chief Financial Officer and |
|                   |                              | Director (Principal Financial and |
|                   |                              | Accounting Officer) |
| Dated: August 14, 2007 |                              |   |

 

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