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 March 31, 2003
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 [ X ] No [ ]
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 May 12, 2003
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 March 31, 2003 and 2002 3
Statements of Operations for the three-month periods
ended March 31, 2003 and 2002 4
Statements of Cash Flow for the three-month periods
ended March 31, 2003 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 12
ITEM 4 Controls and Procedures 12
PART II OTHER INFORMATION 12
SIGNATURES 13
WIN OR LOSE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE ENTITY)
BALANCE SHEETS
ASSETS
March 31, December 31,
2003 2002
(unaudited) (audited) Current Assets:
Cash $ 5,835 $ 10,210
---------- ---------
Total current assets 5,835 10,210
------ ------
Deferred Offering Costs
Filing fees 2,502 2,502
Miscellaneous offering costs 62,659 62,382
Legal fees 109,328 109,328
--------- ---------
Total deferred offering costs 174,489 174,212
--------- ---------
Total Assets $ 180,324 $ 184,422
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 1,000 $ -
Due to affiliates $ 2,837 $ 2,837
---------- ---------
Total current liabilities $ 3,837 $ 2,837
---------- ---------
Long-term Debt
Total long-term debt $ - $ -
--------- -------
Total Liabilities $ 3,837 $ 2,837
---------- - ---------
Stockholders' Equity
Common stock, $0.001 par value,
25,000,000 shares authorized,
1,500,000 shares outstanding at
December 31, 2000
and 2,400,000 shares outstanding
at December 31, 2001 and 2002 $ 2,400 $ 2,400
Preferred, $0.001 par value,
5,000,000 shares authorized, no
shares outstanding - -
Additional paid in capital $ 206,591 $ 206,591
Deficit accumulated during
development stage $ (32,504) $ (27,407)
----------- -----------
Total Stockholder's Equity $ 176,487 $ 181,584
----------- ----------
Total Liabilities and
Stockholders' Equity $ 180,324 $ 184,421
=========== ==========
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 March 31,
------------------------------------
2003 2002
Unaudited) (Unaudited)
Revenue $ - $ -
Expenses
Organization Costs
General and administrative $ 5,098 $ 1,750
----------- ---------
Total Expenses $ 5,098 $ 1,750
----------- ---------
Net Income (Loss) $ (5,098) $ (1,750)
============ ===========
Net Income (Loss) Per Common Share $ - $ -
=========== =======
Number of common shares issued
and outstanding during period 2,400,000 2,400,000
========= =========
Number of common shares used in
calculation of earnings per share 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
Three-Months Ended March 31,
2003 2002
(Unaudited) (Unaudited)
Cash flows from operating activities
Net income (loss) $ (5,098) $ (1,750)
Less expenses paid by affiliates $ - $ 750
----------- --------
Net cash operating loss $ (5,098) $ (1,000)
Change in operating assets and liabilities:
Increase (decrease) in current liabilities $ 1,000 $ -
----------- -------
Net cash provided by (used in)
operating activities $ (4,098) $ (1,000)
Cash flows from financing activities
(Increase) in deferred offering costs
incurred by the company $ (277) $ -
----------- -------
Net cash provided by (used in)
financing activities $ (277) $ -
----------- -------
Net increase (decrease) in cash $ (4,375) $ (1,000)
Cash balance, beginning of period $ 10,210 $ 38,426
----------- ---------
Cash balance, end of period $ 5,835 $ 37,426
=========== =========
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 $ - $ 750
Proceeds from direct payment of
offering costs by affiliates $ - $ 14,785
----------- ---------
Total non-cash transactions involving
direct payments by affiliates $ - $ 15,535
=========== =========
The 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
Delaware on December 1, 2000, for the purpose of raising capital through a
public offering of securities (the "Proposed Offering), which will be used to
effect a merger, acquisition or other business combination transaction (a
"Business Combination") with an unidentified privately-held company (a
"Target"). Since the Company has not yet identified Target, investors in the
Proposed Offering will have virtually no substantive information available for
advance consideration of any specific Target. The Company's business strategy
may also be referred to as a "blind pool" because neither the management of the
Company nor the investors in the Proposed Offering know what the business of the
Company will be.
The Company's business goal is to increase stockholder value by
concluding a Business Combination with a suitable Target where the expected
market value of the stock of the combined companies will be greater than the
offering price of the Company's shares in the Proposed Offering.
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. The Company's ability to commence operations is contingent upon
completion of the Proposed Offering described in Note 2.
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 transfer
agent, together with instructions that authorize the transfer agent to hold such
shares in un-certificated form pending completion of the Distribution.
WIN OR LOSE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE ENTITY)
NOTES TO FINANCIAL STATEMENTS
2. Distribution of Securities (continued)
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 before December 7,
2003, 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, the Company has 810 stockholders, including
its four officers and the 806 donees.
3. Summary of Significant Accounting Policies
Interim Financial Statements
The financial statements as of and for the three-month periods ended
March 31, 2003 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)
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.
Fiscal Year
The Company's fiscal year begins on January 1 and ends on December 31 of
each year. For the period ended December 31, 2000, the Company's Statements of
Operations and Cash Flow reflect all transactions that arose between December 1,
2000, the inception date of the Company, and December 31, 2000.
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.
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. There were no warrants outstanding at either December 31, 2000 or December
31, 2001.
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 as described in the Proposed Offering;
however, the Company will, in all likelihood, issue a substantial number of
additional shares in connection with a Business Combination. To the extent that
additional shares of Common Stock are issued, dilution to the interests of the
Company's stockholders participating in the Proposed Offering will occur.
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.
WIN OR LOSE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE ENTITY)
NOTES TO FINANCIAL STATEMENTS
4. Capital Stock (continued)
In December 2000, the Company's original founders 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. Organization and Start-up Costs
In accordance with FASB Statement of Position 98-5, all organization and
start-up costs were charged to expense on a current basis during the period
ended December 31, 2000.
6. 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. The cumulative deferred offering costs incurred
through March 31, 2003 were $174,489, including:
Expense Class Amount
Filing fees $ 2,502
Legal fees 119,328
Document preparation and printing 17,667
Travel, lodging and publicity 17,734
Transfer agent fees 2,758
Website development and support 14,500
--------------
Total deferred offering costs $ 174,489
=========
Of this total, the Company paid $29,037 and the founders of the Company
paid or agreed to pay $145,452 from their personal funds.
7. Non-cash Capital Contributions
The Company has no obligation to reimburse organization, operating and
offering costs paid by its founders. The following table presents summary
information on the total organization, operating and offering costs incurred as
of December 31, 2002 and allocation of such costs between the Company and its
founders:
Paid by Paid by Total costs
company founders incurred
Organization costs 500 6,715 7,215
Operating costs
Year ended December 31, 2000 1,000 1,000
Year ended December 31, 2001 72 3,000 3,072
Year ended December 21, 2002 14,870 1,250 16,120
Offering costs
Year ended December 31, 2000 3,500 15,040 18,540
Year ended December 31, 2001 1,502 90,307 91,809
23,758 40,105 63,863
-------- ------- ---------
Year ended December 21, 2002
Totals $ 45,202 $ 156,417 $ 201,619
========= ========== =========
WIN OR LOSE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE ENTITY)
NOTES TO FINANCIAL STATEMENTS
8. Unpaid Organization and Offering Costs
The following table summarizes differences between the organization,
operating and offering costs that the Company's founders had agreed to pay as of
March 31, 2003 and the amounts actually paid prior to that date.
Expense Class Amount
Organization costs $ 6,715
Operating costs through March 31, 2003 4,250
Offering costs through March 31, 2003 145,452
Less: payments made through March 31, 2003 129,716
-------
Unpaid balance at March 31, 2003 $ 26,701
========
Subsequent to year-end, the Company's founders paid $15,000 of the
outstanding offering cost invoices.
The Company is not contingently liable for the unpaid balance of the
offering costs that its founders have agreed to pay.
9. 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.
The exercise price of all Incentive Stock Options granted under the Plan
must be at least equal to the fair market value of such shares on the date of
grant or, in the case of Incentive Stock Options granted to the holder of 10% or
more of the Company's Common Stock, at least 110% of the fair market value of
such shares on the date of grant. The exercise period for which incentive awards
may be granted is ten years from the date of grant (five years in the case of
Incentive Stock Options granted to an individual owning more than 10% of the
Company's Common Stock). The aggregate fair market value (determined at the date
of the grant) of such shares with respect to which Incentive Stock Options are
exercisable for the first time by the holder of the option during any calendar
year shall not exceed $100,000.
ITEM 2. MANAGEMENTS' DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS, FINANCIAL
CONDITION AND PLAN OF OPERATIONS
Results of Operations for the
Three Months Ended March 30, 2003
During the three months ended March 30, 2003, we had no revenue and paid
$5,098 in operating expenses, including
o $3,000 in cash overhead allowances to our president;
o $1,000 in audit fees; and
o $1,098 in transfer agent fees and other out-of-pocket costs.;
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 and Plan of Operations
At March 31, 2003, we had $5,835 in cash and $4,835 in net working
capital.
We will use our available 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. 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 the gift share distribution and cancel
the advisors' stock purchase rights if we fail to negotiate a business
combination, complete a reconfirmation offering and close the transaction before
December 7, 2003. If we conclude that we will be unable to meet this deadline,
we will promptly liquidate.
Our net working capital will probably not be sufficient to pay our
anticipated operating and offering expenses through December 7, 2003. Moreover,
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. If we spend all our available cash, our
officers will be faced with a decision to either abandon our business plan and
liquidate our company, or advance additional cash to our company. If our
officers decide to continue with the implementation of our business plan and
advance additional funds to our company, such advances will be in the form of
stockholder loans that bear interest at reasonable commercial rates. If we spend
our available cash and our officers are unwilling to provide 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.
ITEM 4 -- CONTROLS AND PROCEDURES
As of May 12, 2003, an evaluation was completed under the supervision and
with the participation of the Company's management, including the Company's
President and Chief Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures. Based on that
evaluation, the Company's management including the President and Chief Financial
Officer, concluded that the Company's disclosure controls and procedures were
effective as of May 12, 2003. There have been no significant changes to the
Company's internal controls or other factors that could significantly affect
internal controls subsequent to May 12, 2003.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
NONE
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
NONE
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: May 12, 2003
/s/ John L. Petersen
-----------------------------------------------------
John L. Petersen, Chief Accounting Officer
Dated: May 12, 2003
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I Sally A. Fonner, Chief Executive Officer of Win or Lose Acquisition
Corporation certify that:
1. I have reviewed this report on Form 10-Q of Win or Lose Acquisition
Corporation;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officers and I, are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
report (the "Evaluation Date"); and
c) presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
/s/ Sally A. Fonner
Sally A. Fonner, Chief Executive Officer
May 12, 2003
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I John L. Petersen, Chief Financial Officer of Win or Lose Acquisition
Corporation certify that:
1. I have reviewed this report on Form 10-Q of Win or Lose Acquisition
Corporation;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officers and I, are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
report (the "Evaluation Date"); and
c) presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
d) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
e) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
/s/ John L. Petersen
John L. Petersen, Chief Financial Officer
May 12, 2003