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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended September 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 000-32783
WIN OR LOSE ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 59-3685745
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1268 Bayshore Boulevard
Dunedin, Florida 34698
(Address of principal executive offices,
including zip code)
(727) 734-7346
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [ ] No [ X ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Title of Each Class Outstanding at November 8, 2002
Common Stock, $0.001 Par Value 2,400,000 Shares
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION PAGE
ITEM 1 Financial Statements
Balance Sheets as of September 30, 2001 and 2002 3
Statements of Operations for the three- and nine-month periods
ended September 30, 2001 and 2002 4
Statements of Cash Flow for the nine-month periods
ended September 30, 2001 and 2002 5
Notes to Financial Statements 6
ITEM 2 Management's Discussion and Analysis of Results of
Operations, Financial Condition and Plan of Operations 11
ITEM 3 Quantitative and Qualitative Disclosures About Market Risk 11
PART II OTHER INFORMATION 12
SIGNATURES 13
WIN OR LOSE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE ENTITY)
BALANCE SHEETS
September 30, September 30,
2001 2002
ASSETS (Unaudited) (Unaudited)
Current Assets:
Cash $ 38,426 $ 15,629
Total current assets 38,426 15,629
Deferred Offering Costs:
Legal fees $ 75,331 $ 109,328
Document preparation and printing - 17,697
Travel, lodging and publicity - 15,541
Website development and support - 14,500
Miscellaneous offering costs - 12,758
Filing fees 2,502 2,502
Total deferred offering costs 77,833 172,327
Total Assets $ 116,259 $ 187,956
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities $ - $ -
Long-term Debt - -
Total Liabilities $ - $ -
Stockholders' Equity:
Common stock, $0.001 par value:
25,000,000 shares authorized,
1,500,000 outstanding at September 30, 2001;
2,400,000 outstanding at December 31, 2001; and
2,400,000 outstanding at September 30, 2002 $ 1,500 $ 2,400
Preferred stock, $0.001 par value:
5,000,000 shares authorized,
None outstanding at September 30, 2001;
December 31, 2001 or September 30, 2002
Additional paid in capital 123,046 206,593
Deficit accumulated during development stage (8,287) (21,044)
Total Stockholder's Equity $ 116,259 $ 187,949
Total Liabilities and Equity $ 116,259 $ 187,956
The accompanying notes are an integral part of this Balance Sheet.
WIN OR LOSE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE ENTITY)
STATEMENTS OF OPERATIONS
Three-Months Ended Nine-Months Ended
September 30, September 30,
2001 2002 2001 2002
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Revenue $ - $ - $ - $ -
Bank fees $ 79
Accounting and auditing $ 1,000
Office rent and overhead $ 750 $ 3,000 $ 2,250 $ 5,250
Transfer agent fees $ 1,500 $ 1,500
Miscellaneous expenses $ - $ 2,007 $ - $ 2,007
Total Expenses $ 750 $ 6,507 $ 2,329 $ 9,757
Net Income (Loss) $ (750) $ (6,507) $ (2,329) $ (9,757)
Net Income (Loss) Per Share $ - $ - $ - $ -
Number of shares
outstanding during period 1,500,000 2,400,000 1,500,000 2,400,000
Number of shares used to
calculate earnings per share 2,400,000 2,400,000 2,400,000 2,400,000
The accompanying notes are an integral part of this Statement of Operations.
WIN OR LOSE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE ENTITY)
STATEMENTS OF CASH FLOW
Nine-Months Ended September 30,
2001 2002
(Unaudited) (Unaudited)
Cash flows from operating activities
Net income (loss) $ (2,329) $ (9,757)
Less expenses paid by affiliates $ 2,257 $ 1,257
Net cash operating loss $ (72) $ (8,500)
Change in operating assets and liabilities:
Increase (decrease) in current liabilities $ (4,000) $ -
Net cash provided by (used in)
operating activities $ (4,000) $ -
Cash flows from financing activities
Proceeds from issuance of common stock
Additional capital contribution $ 7,574
(Increase) in deferred offering costs
incurred by the company $ (1,502) $ (21,870)
Net cash provided by (used in)
financing activities $ (1,502) $ (14,296)
Net increase (decrease) in cash $ (5,574) $ (22,796)
Cash balance, beginning of period $ 44,000 $ 38,426
Cash balance, end of period $ 38,426 $ 15,630
Supplemental disclosure of non-cash
transactions involving direct payment of
certain costs by affiliates
Proceeds from direct payment of
organization costs by affiliates $ - $ -
Proceeds from direct payment of
operating costs by affiliates $ 1,500 $ 1,257
Proceeds from direct payment of
offering costs by affiliates $ 46,330 $ 40,107
Total non-cash transactions involving
direct payments by affiliates $ 46,480 $ 41,364
he accompanying notes are an integral part of this Statement of Cash Flow
WIN OR LOSE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE ENTITY)
NOTES TO FINANCIAL STATEMENTS
1. Organization and Operations
Win or Lose Acquisition Corporation (the "Company") was incorporated in the
State of Delaware on December 1, 2000, for the purpose of conducting a public
distribution of securities (the "Distribution") and then effecting a merger,
acquisition or other business combination transaction (a "Business Combination")
with an unidentified privately-held company (a "Target").
Non-management stockholders of the Company will not participate in the
Target selection process and will not be given access to detailed information on
any potential Target. When the Target selection process is completed, the
Company will provide an updated prospectus to all non-management stockholders
and conduct a reconfirmation offering that will give its' non-management
stockholders an opportunity to accept or reject the terms of a proposed Business
Combination.
The Company's business goal is to engage in a Business Combination on terms
that will give its' stockholders a reasonable share of the increased market
value that ordinarily arises when a private company makes the transition to
public ownership. The Company's business strategy may also be referred to as a
"blind pool" because neither the management of the Company nor the persons who
acquired securities in the Distribution know what the business of the Company
will ultimately be.
The Company is currently in the development stage. All activity of the
Company to date relates to its organization and financing activities.
The Company has not engaged in any substantive business activities to date
and has no specific plans to engage in any particular business in the future.
2. Distribution of Securities
On June 7, 2002, the Securities and Exchange Commission granted an order of
effectiveness with respect to the Company's Form S-1 registration statement
under the Securities Act of 1933. The Company's registration statement includes
the following securities:
o 400,000 shares that the Company's officers will transfer to a total of
800 donees selected by them;
o 1,600,000 shares that the Company's officers will offer to sell to
advisors to the Company, the owners of a target and other participants in a
business combination; and
o 12,600,000 shares that the Company will offer to issue in connection with
a business combination.
The Distribution is subject to and will be conducted in compliance with
Rule 419, which was adopted to strengthen the regulation of securities offered
by "blank check" companies. Rule 419 defines a blank check company as a
development stage company (a) that has no specific business plan or has
indicated that its business plan is to engage in a merger or acquisition with an
unidentified company and (b) is proposing to issue a "penny stock." For purposes
of Rule 419, penny stocks include all shares that have a price of less than $5
per share and are not listed on Nasdaq or a stock exchange.
The Company's officers completed the gift share distribution on August 2,
2002. In connection with the Distribution, the Company's officers have
distributed a total of 400,000 gift shares and 3,000 founders' shares to 806
individual donees selected by them. Each donee received 500 gift shares and will
be subject to the resale restrictions described in the prospectus.
The Company has retained Global Securities Transfer, Inc., Denver, Colorado
to act as the transfer agent and registrar for its common stock. The Company's
officers have delivered a total of 2,400,000 shares to the
WIN OR LOSE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE ENTITY)
NOTES TO FINANCIAL STATEMENTS
2. Distribution of Securities (continued)
transfer agent, together with instructions that authorize the transfer
agent to hold such shares in un-certificated form pending completion of the
Distribution.
The Company's officers have delivered instructions to the transfer agent
with respect to the 400,000 gift shares and 3,000 founders' shares that were
distributed to donees. The transfer agent has issued stock certificates for the
403,000 shares that were distributed to donees and delivered those stock
certificates to First Union National Bank, the escrow agent for the Company's
Rule 419 escrow. The stock certificates on deposit in the Rule 419 escrow will
be held in trust for the sole benefit of the donees until the shares are either
released from escrow or returned to the Company's officers in compliance with
Rule 419.
In connection with the Company's reconfirmation offering, each Donee must
approve the proposed transaction in writing and elect to accept delivery of his
gift shares. In the absence of an affirmative election by a Donee, the escrow
agent will surrender the Donee's stock certificates to the officer who made the
original gift.
The Company's business plan was based on the assumption that it will
require $45,000 in cash to finance its operations during the period between the
effective date of the registration statement and the completion of its
reconfirmation offering. Since the Company had $37,426 in cash at June 7, 2002,
the officers subsequently contributed $7,574 to the Company for the purpose of
increasing its' available cash balance to $45,000.
As a result of its limited resources, the Company will, in all likelihood,
have the ability to affect only a single Business Combination. Accordingly, the
prospects for the Company's success will be entirely dependent upon the future
performance of a single business.
The Company is unlikely to enter into an agreement with a Target that does
not have sufficient net tangible assets or operating income to satisfy the
minimum listing standards of the Nasdaq stock market. Therefore management
expects a business combination to result in a change in control. After a change
in control, the owners of the Target will have the right to appoint their own
officers and directors, and the Company's current officers will have no ability
to influence future business decisions.
The Company may not qualify for a Nasdaq listing upon completion of a
Business Combination. In such an event, the Company's common stock will be
traded on the over-the-counter market. It is anticipated that the common stock
will qualify for quotation on the OTC Bulletin Board; a NASD sponsored and
operated inter-dealer automated quotation system for equity securities that are
not included in Nasdaq. It is also anticipated that the company's common stock
will qualify for inclusion in the National Quotation Bureau "OTC Pink Sheets."
There can be no assurance that the liquidity and prices of the Company's common
stock in the secondary market will not be adversely affected.
There is no assurance that the Company will be able to affect a Business
Combination. If the Company is unable to close a transaction within 18 months
from the date of its prospectus, Rule 419 will require that all gift share
transactions be unwound and all certificates for gift shares be returned to the
Company's officers. In that event, the Donees will receive nothing.
At the date of this report, we have 810 stockholders, including our four
officers and the 806 donees.
3. Summary of Significant Accounting Policies
Interim Financial Statements
The financial statements as of and for the three- and nine-month periods
ended September 30, 2001 and 2002 are unaudited, but in the opinion of
management include all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of the Company's financial position and
results of operations.
WIN OR LOSE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE ENTITY)
NOTES TO FINANCIAL STATEMENTS
3. Summary of Significant Accounting Policies (continued)
Fiscal Year
The Company's fiscal year begins on January 1 and ends on December 31
of each year.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Deferred Offering Costs
Deferred offering costs will be carried as an asset until the Company
completes a business combination or abandons its business and liquidates. Upon
the occurrence of either event, deferred offering costs will be offset against
additional paid-in capital.
Through September 30, 2002, the Company incurred $172,327 in deferred
offering costs, including $109,328 in legal fees, $17,697 in document
preparation and printing, $15,541 in travel, lodging and publicity expenses,
$14,500 in website development and support, $12,758 in miscellaneous offering
expenses and $2,502 in filing fees. Of this total, the Company paid $31,872 and
the officers of the Company paid or agreed to pay the balance from their
personal funds.
Original Stock Issuance and Subsequent Stock Dividend
In connection with the organization of the Company, the officers purchased
a total of 1,500,000 shares of common stock at a price of $.03 per share. In
December 2001, the Company implemented a three share for five stock dividend
that increased the number of issued and outstanding shares to 2,400,000, but did
not otherwise change the stockholders equity.
Stock-Based Compensation Paid by Affiliates.
In connection with the renegotiation of Ms. Fonner's employment agreement
and the termination of the Administration Agreement, the Company's officers each
transferred 125,000 shares to Ms. Fonner. Since Capston and Ms. Fonner had a
fixed and determinable economic interest in the founders' shares that was
expected to exceed 25% of the total resale proceeds, the transferred shares were
valued at $0.03 per share for accounting purposes. The Company recognized $3,000
in general and administrative expense and $8,250 in document preparation and
filing fees for the year ended December 31, 2001 as a result of these
transactions.
Net Income (Loss) Per Common Share
The Company computes net income (loss) per common share in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per
Share" and SEC Staff Accounting Bulletin No. 98 ("SAB No. 98"). Under the
provisions of SFAS No. 128 and SAB No. 98, basic net income (loss) per common
share ("Basic EPS") is computed by dividing net income (loss) by the weighted
average number of common shares outstanding. There were no warrants or options
outstanding at September 30, 2001 or 2002.
The Company's net income (loss) per common share has been calculated on the
basis of 2,400,000 shares issued and outstanding, which gives retroactive effect
to a three share for five stock dividend implemented on December 28, 2001.
WIN OR LOSE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE ENTITY)
NOTES TO FINANCIAL STATEMENTS
3. Summary of Significant Accounting Policies (continued)
Additional Paid in Capital
The Company has no obligation to reimburse organization, operating and
offering costs paid by its officers. The following table presents summary
information on the total organization, operating and offering costs incurred as
of December 31, 2001, the additional offering costs incurred during the
six-month period ended September 30, 2002 and allocation of such costs between
the Company and its officers:
Total costs Paid by Paid by
incurred company officers
Organization costs $ 7,215 $ 500 $ 6,715
Operating costs through December 31, 2001 4,072 1,072 3,000
Offering costs through December 31, 2001 110,349 5,002 105,347
Balance at December 31, 2001 $121,636 $6,574 $115,062
Additional operating costs through September 30, 2002 9,757 8,500 1,257
Additional offering costs through September 30, 2002 61,977 21,870 40,107
Balance September 30, 2002 $193,370 $41,944 $151,426
Related Party Transactions
The following table summarizes differences between the organization,
operating and offering costs that the Company's officers had agreed to pay as of
December 31, 2001 and September 30, 2002, and the amounts actually paid prior to
those dates.
December 31, 2001 September 30, 2002
Organization costs assumed by officers $ 6,715 $ 6,715
Operating costs assumed by officers 3,000 4,257
Offering costs assumed by officers 105,347 145,454
Subtotal $115,062 $156,426
Less: cumulative payments made 89,092 109,717
Unpaid balance $ 25,970 $ 46,709
The Company is not contingently liable for the unpaid balance of the
offering costs contracted that the Company's officers have agreed to pay.
Income Taxes
Income taxes are accounted for in accordance with SFAS No. 109, "Accounting
for Income Taxes." Under this method, deferred income taxes are determined based
on differences between the tax bases of assets and liabilities and their
financial reporting amounts at each year-end, and are measured based on enacted
tax rates and laws that will be in effect when the differences are expected to
reverse. Valuation allowances are established, when necessary, to reduce
deferred tax assets to the amount expected to be realized.
4. Capital Stock
The Company's Certificate of Incorporation authorizes the issuance of
25,000,000 shares of Common Stock. The Company's Board of Director's has the
power to issue any or all of the authorized but unissued Common Stock without
stockholder approval. The Company currently has no commitments to issue any
shares of Common Stock other than the gift shares; however, the Company will, in
all likelihood, issue a substantial number of additional shares in connection
with a Business Combination. Since the company expects to issue additional
shares of Common Stock in connection with a Business Combination, the ultimate
ownership of the
WIN OR LOSE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE ENTITY)
NOTES TO FINANCIAL STATEMENTS
4. Capital Stock (continued)
gift share donees is likely to be less than 5% of the issued and
outstanding common stock of the Company. It is impossible to predict whether a
business combination will ultimately result in dilution to gift share donees. If
the target has a relatively weak balance sheet, a business combination may
result in significant dilution. If a target has a relatively strong balance
sheet, there may be no dilution.
The Board of Directors of the Company is empowered, without stockholder
approval, to issue up to 5,000,000 shares of "blank check" preferred stock (the
"Preferred Stock") with dividend, liquidation, conversion, voting or other
rights that could adversely affect the voting power or other rights of the
holders of the Company's Common Stock. There are no shares of preferred stock
issued or outstanding.
In December 2000, the Company's original officers purchased 1,500,000
shares of common stock for cash at a price of $0.03 per share. On December 28,
2001, the board of directors implemented a three share for five stock dividend
that increased the number of issued and outstanding shares from 1,500,000 to
2,400,000 shares. In connection therewith, additional paid in capital was
decreased by $900 and capital stock was increased by $900.
5. Incentive Stock Plan
The Company's 2000 Incentive Stock Plan was adopted and approved in
connection with the organization of the Company. The common stock reserved for
issuance under the plan will be the lesser of 750,000 shares, or 10% of the
total number of shares outstanding after the closing of a Business Combination.
The class of persons eligible to participate in the plan includes all
full-time and part-time employees of the Company, provided that the eligible
participants do not include employees who are eligible to receive awards under
the terms of any employment contract or specialty plan adopted by us in the
future. The plan permits the grant of a variety of incentive awards including
(i) non-qualified stock options, (ii) incentive stock options, (iii) shares of
restricted stock, (iv) shares of phantom stock, and (v) stock bonuses. In
addition, the plan allows us to grant cash bonuses that will be payable when an
employee is required to recognize income for federal income tax purposes because
of the vesting of shares of restricted stock or the grant of a stock bonus.
There were options or other incentive awards outstanding at September 30,
2001 or 2002.
ITEM 2. MANAGEMENTS' DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS,
FINANCIAL CONDITION AND PLAN OF OPERATIONS
Results of Operations--
Three Months Ended September 30, 2002
Our Form S-1 registration statement was declared effective on June 7, 2002.
During the three months ended September 30, 2002, we achieved the following
specific business goals:
o In accordance with our prospectus, our officers distributed 403,000
shares of our company's common stock to 806 individual family members, friends
and business acquaintances selected by them;
o Upon completion of the gift share distribution, we retained Global
Securities Transfer to act as the transfer agent for our common stock;
o We appeared as a presenting company at the September meeting of the
National Investment Banking Association in New Orleans;
o We commenced our review of several business plans that have been
presented to our company as a direct result of contacts made at the NIBA
meeting.
We have not yet identified a potential target that satisfies our
acquisition standards. We have, however, engaged in preliminary discussions with
a number of companies that may be able to satisfy our acquisition standards in
the foreseeable future. We have not entered into a letter of intent or
standstill agreement with any potential target. However we have advised a number
of potential targets that we would be willing to negotiate a transaction with
them if they are able to attain certain quantifiable business goals in a timely
manner.
We are continuing with our efforts to find a suitable target and negotiate
a business combination agreement. While our discussions to date indicate that a
number of desirable potential targets would be interested in pursuing a business
combination with our company, all of these companies need to achieve other
business goals before a business combination with our company is a feasible
alternative.
There can be no assurance that we will be successful in our efforts
to locate a potential target, or that we will be able to negotiate a business
combination with any target that is ultimately selected by our officers. Even if
we negotiate and close a business combination, there is no assurance that a
trading market for the stock of the combined companies will ever develop.
Financial Condition
We had a cash balance of $45,000 at June 30, 2002. During the quarter ended
September 30, 2002, we spent $21,870 of our available cash on offering expenses
and an additional $8,500 in cash on operating expenses. At September 30, 2002,
our remaining cash balance was approximately $15,600.
Plan of Operations
We will use our available cash resources to pay the costs of operating our
company, investigating business opportunities, negotiating a business
combination and preparing the required post-effective amendment to our
registration statement. Our president will receive a cash overhead allowance of
$1,000 per month until we complete our reconfirmation offering. We will not pay
any other compensation to our officers, but we will reimburse any out-of-pocket
expenses they incur on our behalf.
We intend to request a reasonable due diligence fee before we begin a
detailed investigation into the affairs of a potential target. There can be no
assurance that any potential target will be willing to pay a due diligence fee,
or that any due diligence fees we receive will be sufficient to offset the
out-of-pocket costs incurred.
Rule 419 will require us to unwind all gift share transactions if we are
unable to negotiate a business combination, complete our reconfirmation offering
and close the transaction within 18 months from the date of this prospectus. If
we ultimately conclude that we will be unable to meet this deadline, we will
promptly distribute any remaining assets to our stockholders and liquidate our
company. We believe our available cash resources will be adequate for our
anticipated needs. Nevertheless, we may run out of money if a particular
investigation requires significant technical expertise, or if we spend
substantial amounts of money investigating a potential target and then determine
that the potential target is not suitable.
The SEC's integration and general solicitation doctrines will preclude
private placement transactions until we complete our reconfirmation offering and
close the associated business combination. Therefore, we will be unable to
obtain funds by selling additional securities. We have the corporate power to
borrow money, but credit is not likely to be available. Our officers have no
duty to loan money to our company. If we spend our available cash and are unable
to obtain additional financing, we will be forced to abandon our business and
liquidate.
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Substantially all of our financial assets consist of bank deposits and we
own no portfolio investments that would expose our Company to the type of risks
described in Item 304 of Regulation S-K.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
NONE
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
We have retained Global Securities Transfer, Inc., Denver, Colorado to act
as the transfer agent and registrar for our common stock. Our officers have
delivered a total of 2,400,000 shares to the transfer agent, together with
instructions that authorize the transfer agent to hold such shares in
un-certificated form pending completion of the distribution described in our
prospectus dated June 7, 2002.
Our officers completed the gift share distribution on August 2, 2002. Our
officers distributed a total of 400,000 gift shares and 3,000 founders' shares
to 806 individual donees selected by them. Each donee received 500 gift shares
and will be subject to the resale restrictions described in our prospectus.
Our officers have delivered instructions to the transfer agent with respect
to the 400,000 gift shares and 3,000 founders' shares that were distributed to
donees. The transfer agent will promptly issue stock certificates for the
403,000 shares that were distributed to donees and deliver the stock
certificates to First Union National Bank, the escrow agent for our Rule 419
escrow. The stock certificates on deposit in the Rule 419 escrow will be held in
trust for the sole benefit of the donees until the shares are either released
from escrow or returned to our officers in compliance with Rule 419.
At the date of this report on Form 10-Q, we have 810 stockholders,
including our four officers and the 806 donees.
We have not recieved any proceeds with respect to the gift share
distribution and do not expect to recieve any cash proceeds in connection with
the resale of founders' share. Accordingly, the "use of proceeds" disclosures
required by Rule 463 are inapplicable.
ITEM 3. DEFAULTS ON SENIOR SECURITIES
NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
ITEM 5. OTHER INFORMATION
NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
99.1 Statement of Chief Executive Officer Pursuant to Section 1350 of Title
18 of the United States Code
99.2 Statement of Chief Financial Officer Pursuant to Section1350 of Title
18 of the United States Code
(b) REPORTS ON FORM 8-K NONE
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WIN OR LOSE ACQUISITION CORPORATION
/s/ Sally A Fonner
Sally A. Fonner, President
Dated: November 8, 2002
/s/ John L. Petersen
John L. Petersen, Chief Accounting Officer
Dated: November 8, 2002
EXHIBIT 99.1
STATEMENT OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 1350 OF TITLE 18 OF THE UNITED STATES CODE
Pursuant to Section 1350 of Title 18 of the United States Code, the
undersigned, Sally A. Fonner, President of Win or Lose Acquisition Corporation
(the "Company"), hereby certifies that:
The Company's Form 10-Q Quarterly Report for the period ended September 30,
2002 (the "Report") fully complies with the requirements of Section 15(d) of the
Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
/s/ Sally A Fonner
Sally A. Fonner, President
Dated: November 8, 2002
EXHIBIT 99.2
STATEMENT OF CHIEF ACCOUNTING OFFICER
PURSUANT TO SECTION 1350 OF TITLE 18 OF THE UNITED STATES CODE
Pursuant to Section 1350 of Title 18 of the United States Code, the
undersigned, John L. Petersen, chief accounting officer of Win or Lose
Acquisition Corporation (the "Company"), hereby certifies that:
The Company's Form 10-Q Quarterly Report for the period ended September 30,
2002 (the "Report") fully complies with the requirements of Section 15(d) of the
Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
/s/ John L. Petersen
John L. Petersen, Chief Accounting Officer
Dated: November 8, 2002