WIN OR LOSE ACQUISITION CORP - 10-K Annual Report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to _________________.

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)		(zip code)

Registrant’s telephone number, including area code		(727) 734-7346

Securities Registered pursuant to Section 12(g) of the Act

Common Stock, par value $.001 per share

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 and (2) has been subject to such filing requirements for the past 90 days.Yes X No ___

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.X

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed fiscal quarter.N/A

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Title of Class				Outstanding at March 29, 2005
Common Stock, $0.001 Par Value			2,400,000 Shares

No documents are incorporated by reference in this Form 10-K.

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TABLE OF CONTENTS

PART I

ITEM 1	Business	3

ITEM 2	Properties	16

ITEM 3	Legal Proceedings	16

ITEM 4	Submission of Matters to a Vote Of Security Holders	16

PART II

ITEM 5	Market for Common Equity and Related Stockholder Matters	16

ITEM 6	Selected Financial Data	17

ITEM 7	Management’s Discussion and Analysis of Financial Condition and Plan of Operations	17

ITEM 7A	Quantitative and Qualitative Disclosures About Market Risks	18

ITEM 8	Financial Statements and Supplementary Data	18

ITEM 9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	32

ITEM 9A	Controls And Procedures	32

PART III

ITEM 10	Directors and Executive Officers	33

ITEM 11	Executive Compensation	35

ITEM 12	Security Ownership of Certain Beneficial Owners and Management	36

ITEM 13	Certain Relationships and Related Transactions	36

ITEM 14	Principal Accounting Fees and Services	37

PART IV

ITEM 15	Exhibits, Financial Statement Schedules and Reports on Form 8-K	37

	Signatures	38

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

“Forward-looking” statements have been included throughout this report on Form 10-K. These statements arise most frequently in connection with our attempt to predict future events. The words “may,” “will,” “expect,” “believe,” “plan,” “intend,” “anticipate,” “estimate,” “continue,” and similar expressions, as well as discussions of our strategy, are intended to identify forward-looking statements. Although we believe that these forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will in fact occur and caution that actual results may differ materially from those in the forward-looking statements. The important factors listed in the section entitled “Risk Factors,” as well as any cautionary language in this report on Form 10-K, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations described in any forward-looking statements. You should be aware that the occurrence of the events described in this Report could have an adverse effect on our business or financial condition. You should also be aware that the “forward-looking” statements are subject to a number of risks, assumptions and uncertainties, such as:

·	Our goals, our business plan and the availability of suitable targets;

·	Our ability to locate a suitable target, conduct an adequate due diligence investigation and negotiate a reasonable business combination;

·	Our ability to execute our business plan in compliance with the requirements of Rule 419;

·	The potential development of a public trading market for the combined companies’ shares;

·	Changes in general business and market conditions and our ability to react to these changes;

·	Our status as a blank check company with an evolving and unpredictable business model;

·	Our ability to satisfy our future capital requirements and react to business opportunities;

·	Complex regulations that apply to us as a blank check company;

·	Other factors including those detailed in this report on Form 10-K under the heading “Risk Factors.”

You should not unduly rely on forward-looking statements, which speak only as of the date of this report. Except as required by law, we are not obligated to publicly release any revisions to these forward-looking statements to reflect events or circumstances occurring after the date of this report or to reflect the occurrence of unanticipated events. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the forward-looking statements in this report.

PART I

ITEM 1 — BUSINESS

Introduction

We are a blank check company that was incorporated in Delaware on December 1, 2000, for the purpose of conducting a public distribution of securities and then effecting a merger, acquisition or other business combination transaction with an unidentified private company that wants to be publicly held. We refer to merger and acquisition transactions as “business combinations” and we refer to business combination candidates as “targets.” Our business plan may be described as a “blind pool” because we do not know what the business of our company will be.

The IPO market has been very weak since the spring of 2000 and many proposed IPO’s have been delayed or abandoned. Despite uncertain market conditions, we believe that a substantial number of adequately financed private companies want to become publicly held in order to satisfy the requirements of their early-stage investors or implement other growth strategies. We believe our blank check company structure may present a viable alternative for certain private companies that want to be publicly held, but have been unable to conduct an IPO.

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Our goal is to effect a business combination on terms that will give our stockholders a reasonable share of the increased value that ordinarily arises when a private company makes the transition to public ownership. To date, our business activities have been limited to conducting our public offering and evaluating a number of potential targets. We have not yet selected a suitable target. We have no plans to engage in any particular business in the future and we will not limit our search to a particular industry.

Overview of Rule 419

Blank check companies have been used as vehicles for fraud and manipulation in the penny stock market. In response to a Congressional mandate, the SEC adopted Rule 419, which requires blank check companies like ours to implement certain safekeeping, disclosure and reconfirmation procedures in their public offerings, including:

·	Depositing at least 90% of any net offering proceeds in escrow until the requirements of Rule 419 have been satisfied and an acquisition has been completed;

·	Depositing all stock certificates for shares distributed to the public in escrow until the requirements of Rule 419 have been satisfied and an acquisition has been completed;

·	Conducting a reconfirmation offering for the purpose of giving public stockholders an opportunity to review and consider detailed prospectus disclosure concerning a proposed acquisition;

·	Giving each public stockholder an opportunity to either approve the proposed acquisition and retain his shares, or reject the proposed acquisition and unwind his share acquisition transaction;

·	Unwinding transactions with individual stockholders that fail to approve the reconfirmation offering; and

·	Unwinding all transactions if a specified percentage of the public stockholders do not approve the reconfirmation offering in writing, or if a suitable acquisition is not closed within 18 months.

Rule 419 applies to every registration statement filed by a blank check company and regulates both issuer transactions and the resale of outstanding securities.

History of our company

On December 21, 2000, we filed a Form S-1 registration statement under the Securities Act of 1933 (the “Securities Act”) for an initial public offering of our common stock. We subsequently filed a Form 8-A registration statement to register our common stock under Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”). Our registration statements were ultimately declared effective on June 7, 2002. In its final form, our Form S-1 registration statement under the Securities Act included the following securities:

·	400,000 common shares that our officers intended to transfer as gifts to 800 donees selected by them;

·	1,600,000 common shares that our officers intended to offer to sell to our advisors, the owners of a target and other participants in a business combination; and

·	12,600,000 common shares that our company intended to offer to issue in connection with an acquisition.

Our officers completed the gift share distribution on August 2, 2002. In connection with the distribution, they gave 400,000 gift shares and 3,000 founders’ shares to 806 family members, friends and business acquaintances selected by them. We refer to the gift share recipients as “donees.” Each donee received 500 gift shares and each gift transaction was subject to Rule 419.

In August of 2002, our company and our officers entered into consulting agreements with seven advisors who provided personal services to our company. Under these contracts, we agreed to pay certain cash compensation to the advisors and our officers agreed to grant the advisors a conditional right to purchase a total of 80,000 founders’ shares at a price of $0.25 per share. Each of the transactions with advisors was also subject to Rule 419.

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Market conditions were very poor in late 2002 and early 2003. Moreover, our president became ill in early 2003 and she subsequently learned that her condition would require complex surgery and a lengthy recovery. The combination of poor market conditions and unanticipated medical problems negatively impacted our ability to implement our business plan. Since our prior distribution was subject to Rule 419 and we were unable to close an acquisition within 18 months, we unwound the gift share distribution, terminated the agreements with advisors and removed the gift shares, founders’ shares and acquisition shares from registration.

Between December 2000 and December 2003, our officers spent $218,999 to organize our company, register our securities and finance our operations. The expenses included $7,215 in organization costs, $176,479 in offering costs and $35,305 in operating costs. When we unwound our prior distribution was unsuccessful, all accumulated costs were charged to expense. We had $1.085 in cash and $2,250 in current liabilities at December 31, 2003.

At December 31, 2003, our company had 2,400,000 common shares issued and outstanding that were owned by our four officers. There were no outstanding warrants, options or other agreements that entitled any donees, advisors or other third parties to either purchase shares from our company or acquire shares from our officers.

In January 2004, after considering the available options, our officers decided to recapitalize our company and file a second registration statement under the Securities Act for a substantially identical distribution of securities. Our officers contributed $40,000 in additional capital during the first quarter of 2004. Our new Form S-1 registration statement was filed on February 20, 2004 and became effective on March 8, 2004. We believe market conditions and our president’s health have improved to a point where we have a reasonable probability of success. However we cannot give you any assurance that our current distribution will have a better outcome than our prior distribution.

In April 2004, our company and our officers entered into consulting agreements with seven advisors who provided personal services to our company. Under these contracts, we agreed to pay certain cash compensation to the advisors and our officers agreed to grant the advisors a conditional right to purchase a total of 100,000 founders’ shares at a price of $0.25 per share. Each of the transactions with advisors was also subject to Rule 419.

X-Clearing Corporation of Denver, Colorado is the transfer agent and registrar for our common stock. All of our issued and outstanding shares are presently held in uncertificated form. Upon completion of the gift share distribution, our officers will instruct the transfer agent to prepare physical certificates for the gift shares that are transferred to donees. Those certificates will then be deposited in a Rule 419 escrow at Wachovia Bank. Any shares that are subsequently reserved for sale to advisors will remain on deposit with the transfer agent in uncertificated form until we conduct our Rule 419 reconfirmation offering and the advisors exercise their stock purchase rights.

Overview of shell transactions

The two most common ways for a private company to “go public” are a traditional IPO, or a business combination with a public shell. Most private companies that decide to go public do so because they need to raise capital. But financing is not the only reason that private companies decide to go public. Other reasons include:

·	Increasing total stockholder value by transforming a private company into a public company;

·	Creating an “alternative currency” (i.e. publicly traded shares) that can be used for acquisitions;

·	Facilitating equity-based compensation for employees and management;

·	Providing investment liquidity for investors and minority stockholders; and

·	Preparing a foundation for future financing activities.

We believe an IPO is usually preferable to a shell transaction. But in cases where an adequately financed private company wants to go public for reasons other than a current need for additional capital, we believe it is important for the management and owners to carefully consider the pros and cons of each alternative. The following table highlights some of the differences we believe the management and owners of a private company should consider before deciding between an IPO and a shell transaction.

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Characteristics of IPO market		Characteristics of business combination market

An IPO usually generates substantial cash proceeds and dilutes the ownership interest of insiders.		Business combinations do not usually generate substantial cash proceeds or dilute ownership.

The IPO market can be “trendy,” and if a company is not in a “hot” industry it can be difficult or impossible to conduct an IPO.		The business combination market is frequently less concerned with current market trends.

Secondary markets develop rapidly, the markets are generally liquid and there is usually a good balance between sellers and buyers.		Secondary markets develop slowly, liquidity is often a problem and there are frequently more sellers than buyers.

The IPO market is very sensitive to current market conditions and deals are frequently aborted or delayed at a relatively late stage in the process.		The business combination market has less sensitivity to current market conditions and deals are less likely to be aborted or delayed in their final stages.

The IPO market has a high degree of visibility and companies that complete an IPO find it relatively easy to develop “institutional” interest in their stock.		The business combination market has relatively low visibility and companies frequently find it difficult to develop “institutional” interest in their stock.

Because of the competition and due diligence associated with the IPO process, companies that complete an IPO are often perceived as more substantial and credible.		Companies that engage in shell transactions are generally viewed with skepticism for an extended period of time.

The generic term “public shell” can be used to describe any existing company that has no substantial business activities, a relatively large stockholder base and outstanding stock that may be lawfully resold by the holders. Within this broad definition, there are substantial variations in the structure, value and overall utility of public shells. The factors that are typically considered when evaluating a public shell include:

Control status		Public shells that can offer a controlling interest to the owners of a target are generally more desirable than shells that cannot implement a change in control.

Regulatory status		Public shells that are registered with the SEC are generally more desirable than shells that will be required to register with the SEC at some future date.

1933 Act registration		Public shells that can issue registered stock in connection with a business combination are generally more desirable than shells that can only issue restricted stock.

Trading status		Public shells that are listed for trading or eligible for immediate listing are generally more desirable than shells that will be required to pursue a listing at a future date.

Available resources		Public shells that have available resources, particularly cash resources, are generally more desirable than shells that have no available resources or material liabilities.

Prior operations		Public shells that have no prior operations are generally more desirable than shells that have prior operations and the potential for contingent liabilities.

Stock distribution		Public shells that have a substantial number of existing stockholders and a relatively even distribution of stock ownership are generally more desirable than shells that have a small number of stockholders, or a few stockholders who control large blocks of stock.

In developing a structure for our blank check company, we have endeavored to maximize our competitive advantages and minimize our competitive disadvantages. Therefore, we believe our company will have a strong

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competitive position when compared with other available public shells. We can provide you no assurances, however, that potential targets will find our structure more desirable than competitive shells.

Information requirements for targets

We must file a post effective amendment to our registration statement and conduct a reconfirmation offering before we close a business combination. Rule 419(e)(1) requires that the amendment contain:

·	The information specified by Form S-1 and the applicable Industry Guides;

·	Audited balance sheets as of the end of the two most recently completed fiscal years and unaudited interim balance sheets for the dates specified in Regulation S-X;

·	Audited statements of income and cash flow for the three most recently completed fiscal years and unaudited interim statements of income and cash flow for the periods specified in Regulation S-X; and

·	Unaudited pro forma financial information on the combined companies.

We cannot enter into a business combination with a target that cannot provide the foregoing information. Our future SEC filings must comply with the requirements of Regulations S-K and S-X, which can be more complex than their counterparts under Regulation S-B. Therefore, the owners of a potential target may decide that added cost of regulatory compliance will make our company less desirable than a competing public shell.

Selecting a target

We anticipate that our officers and a variety of unaffiliated sources will bring potential targets to our attention. Potential lead sources include broker-dealers, investment bankers, venture capitalists, attorneys and other members of the financial community, who may present solicited or unsolicited proposals. We will not enter into exclusive relationships with professional firms that specialize in business acquisitions. We may, however, agree to work with such firms on a non-exclusive basis.

In evaluating potential targets, our officers will ordinarily consider the following factors, among others:

·	The target’s liquidity, financial condition and results of operation;

·	The target’s growth potential and future capital requirements;

·	The nature, competitive position and market potential of the target’s products, processes or services;

·	The relative strengths and weaknesses of the target’s intellectual property protection;

·	The education, experience and abilities of the target’s management and key personnel;

·	The regulatory environment within the target’s industry; and

·	The market performance of the equity securities of similar public companies in the target’s industry.

The foregoing is not an exhaustive list of the factors we may consider in our evaluation of potential targets. We will also consider other factors that our officers deem relevant under the circumstances. In evaluating a potential target, we intend to conduct a due diligence review that will include, among other things, meetings with management and key staff, inspection of properties and facilities, reviews of material contracts, financial statements and projections, and any other matters that we believe are relevant under the circumstances.

Our registration statement includes 12,600,000 acquisition shares that we may issue in connection with a business combination. It also includes 1,597,000 shares that our founders may resell to our advisors, owners of a

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target and other participants in the business combination. Within these limits, our officers will have unlimited flexibility to structure a business combination and establish terms for the resale the founders’ shares. At the date of this Annual Report on Form 10-K, our officers have granted options to purchase an aggregate of 100,000 founders’ shares to a seven advisors to our company.

The time, effort and expense required to evaluate a target and negotiate a business combination cannot be predicted with any degree of accuracy. We do not have any full-time employees. Our officers act as part-time employees but are not required to devote any specific amount of time to our business. If our officers do not devote adequate time to investigation, due diligence and negotiations, we may be unable to identify a suitable target, negotiate a business combination and comply with the requirements of Rule 419 in a timely manner.

Limited ability to evaluate management

We intend to evaluate the management of a potential target when considering the desirability of a business combination. We cannot assure you that our assessment will prove to be correct or that a target’s management will possess the particular skills, qualifications and abilities required to effectively manage a public company.

We may require the target to recruit additional personnel to supplement its current management team. We cannot assure you that a target will have the ability to recruit additional managers, or that any new management team members that are recruited will have the requisite skills, knowledge or experience.

While one or more of our officers may remain involved in the affairs of the combined companies, they are not likely to have executive or board level authority. While our officers have significant experience in a variety of industries, we cannot assure you that our officers will have significant experience or knowledge relating to the operations of a particular target. The prospectus for our reconfirmation offering will include summary information on the identity, education and experience of the officers, directors and key personnel of the target.

Valuation of targets

Our board of directors intends to rely on established metrics that are generally used in the financial community to determine the value of a target and negotiate the terms of a business combination. Our board of directors will ordinarily begin its evaluation of a target using the following objective factors, among others:

·	The target’s audited balance sheet;

·	The target’s historical and projected sales; and

·	The target’s historical and projected results of operations and cash flow.

In most cases, our board of directors will also consider a variety of subjective factors that can have a positive or negative impact on valuation decisions, including:

·	Overall conditions in the target’s industry and the target’s competitive position within its industry;

·	The relative strengths and weaknesses of the target’s business development plans;

·	The market capitalization of similarly situated public companies; and

·	The relative strengths and weaknesses of the target, compared with similarly situated public companies.

Based on their analysis, our board of directors will reach a conclusion concerning the fair market value of a target. It will then attempt to negotiate a business combination that maximizes stockholder value. The board of directors may retain independent experts to assist in the evaluation of a target but it is not required to do so.

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The valuation of a potential target is an inherently subjective process that is subject to a substantial degree of risk and uncertainty. Our directors are not experts in the evaluation of businesses. We can offer no assurance that our directors will be able to accurately assess the value of a particular target. We can offer no assurance that our directors will be able to negotiate a business combination on terms that are advantageous to our stockholders. If a business combination is concluded, we can give you no assurance that the combined companies’ shares will ever achieve a market price that is in line with the value determined by our board of directors.

Amex listing standards The following table summarizes the quantitative listing standards for companies that want to list their securities on the American Stock Exchange

	Standard 1		Standard 2		Standard 3		Standard 4
Operating history		N/A		2 years		N/A		N/A
Stockholders' equity	$	4,000,000	$	4,000,000	$	4,000,000		N/A
Net income in last year or two of
three most recent years	$	750,000		N/A		N/A		N/A
Total Market capitalization		N/A		N/A	$	50,000,000	$	75,000,000	or
Total Assets							$	75,000,000	and
Total Revenue							$	75,000,000
Minimum price	$	3	$	3		N/A		N/A
Market value of public float	$	3,000,000	$	15,000,000	$	15,000,000	$	20,000,000

Distribution alternatives	800 public stockholders and 500,000 shares publicly held or
400 public stockholders and 1 million shares publicly held or
400 public stockholders, 500,000 shares publicly held and
average daily trading volume of 2,000 shares for last 6 months

Nasdaq listing standards The following table summarizes the quantitative listing standards for companies that want to list their securities on the Nasdaq Stock Market:

	SmallCap			National Market System
Operating history		1 year	and		N/A		2 years	and		N/A
Stockholders' equity	$	5,000,000	or	$	15,000,000	$	30,000,000			N/A
Net income in last year or two of
three most recent years	$	750,000	or	$	1,000,000		N/A			N/A
Market capitalization	$	50,000,000			N/A		N/A		$	75,000,000	or
Total Assets		N/A			N/A		N/A		$	75,000,000	and
Total Revenue					N/A		N/A		$	75,000,000
Minimum price	$	4.00		$	5.00	$	5.00		$	5.00
Market value of float	$	5,000,000		$	8,000,000	$	18,000,000		$	20,000,000
Number of stockholders		300			400		400			400
Number of publicly held shares		1,000,000			1,100,000		1,100,000			1,100,000

We will have 810 stockholders when the gift share distribution is completed. This initial number is likely to decline in connection with our reconfirmation offering. We will endeavor to negotiate a business combination with a target that has sufficient operating history, stockholders’ equity and net income to satisfy the applicable Amex or Nasdaq listing standards. If we are successful in negotiating a proposed transaction with a target that believes the combined companies can satisfy the quantitative listing standards for an Amex or Nasdaq listing, the target may ask us to modify our capital structure by implementing a forward or reverse stock split to facilitate their planned listing application. As long as the aggregate percentage interests of the various classes of stockholders remain unchanged, we are likely to comply with such a request. We will not, however, negotiate a business combination on terms that would result in the combined companies having a public float of less than 1,100,000 shares.

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There is no assurance that we will be able to negotiate a business combination with a target that has sufficient operating history, stockholders’ equity and net income to satisfy the applicable Amex or Nasdaq listing standards. Even if the quantitative standards are met, the Amex or Nasdaq may require the combined companies to establish a trading history before considering a listing application. Therefore, the combined companies’ shares will likely have to begin trading on the OTC Bulletin Board, the Pink Sheets or the proposed BBX, and wait to apply for an Amex or Nasdaq listing until all applicable listing standards are met. Under the circumstances, there is no assurance our shares will ever qualify for an Amex or Nasdaq listing.

Structuring a business combination

We believe the most likely business combination structure will involve a “reverse takeover” where we issue acquisition shares in exchange for the assets or outstanding stock of the target. Upon the completion of a reverse takeover, we expect that the former stockholders of the target will likely own a substantial majority interest in the combined companies. Since the ongoing costs and expenses associated with reporting under the Exchange Act can be a significant burden for a small company, we believe that larger established companies are better suited to shell transactions than small entrepreneurial companies. Moreover, a substantial transaction will be required to meet the minimum listing standards for the Amex or Nasdaq.

No right to approve specific terms

We do not intend to provide information to our stockholders regarding our evaluation of potential targets or the progress of negotiations. Our officers will have the necessary executive and equity voting power to unilaterally approve all corporate actions until we close a business combination. As a result, gift share donees will have no effective voice in decisions made by management and will be entirely dependent on management’s judgment in the selection of a target and the negotiation of the specific terms of a business combination.

Under Delaware law, the stockholders of a corporation are not entitled to vote with respect to a stock issuance transaction that does not involve a statutory merger, even if the transaction will result in a change in control. We presently intend to structure a business combination as an exchange of stock in our company for the assets or outstanding stock of a target. Since we do not intend to conduct a statutory merger with a target, we do not intend to seek prior stockholder approval of the terms of a proposed business combination.

Rule 419 will not give stockholders voting rights that they do not otherwise possess under Delaware law. If we successfully negotiate a business combination, the transaction will be presented to our stockholders as an integrated whole. Each gift share donee will then be required to make an independent decision about whether he wants to remain a stockholder. If a donee does not approve our reconfirmation offering in writing, Rule 419 requires us to treat the failure to act as a rejection of our reconfirmation offering. If the requisite percentage of donees does not reconfirm their subscriptions in writing, we will not close a proposed business combination.

Rule 419 does not require that a specific percentage of the gift share donees accept our reconfirmation offering. Instead, Rule 419 leaves that issue to negotiations between our company and the target. If the terms of our reconfirmation offering establish a relatively low reconfirmation threshold, gift share donees will not necessarily be able to rely on the collective business judgment others in making their decisions.

We will endeavor to structure a business combination so as to achieve the most favorable tax treatment to us, the target and the stockholders of both companies. We cannot assure you, however, that the Internal Revenue Service or any state tax authority will agree with our tax treatment of the business combination.

Business diversification is unlikely

Rule 419 will require us to conduct our reconfirmation offering as soon as we negotiate a transaction where the fair value of the business or assets to be acquired exceeds $2,920,000, calculated as 80% of the estimated value of the maximum number of shares included in our registration statement. Since we intend to issue acquisition shares in exchange for the stock or assets of a target, any material acquisition is almost certain to result in a change in control.

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We will probably not be able to diversify our operations or benefit from the spreading of risks or offsetting of losses. We will probably be dependent upon the development or market acceptance of a single or limited number of products, processes or services. Our probable lack of diversification may subject us to a variety of economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact on our future business. Accordingly, there is no assurance that our future operations will be commercially viable.

Finders’ fees

If our company or the target agrees to pay cash finders’ fees, the payments will reduce the cash resources of the combined companies. If our company or the target agrees to pay stock-based finders’ fees, the share issuances will reduce the number of shares that would otherwise be available to the owners of a target. Therefore, we believe the target should participate in all decisions respecting the payment of finders’ fees. Accordingly, we will not agree to pay any finder’s fees or similar compensation without the express consent of the target.

We will not pay finders’ fees, commissions or similar compensation to our officers or their respective affiliates. Our company and our officers will not pay any finders’ fees, commissions or similar compensation to persons who are not duly licensed broker-dealers without first obtaining an opinion of legal counsel that registration is not required under the circumstances.

Our reconfirmation offering prospectus will disclose the material terms of any agreements for the direct or indirect payment of finders’ fees, commissions or similar compensation by our company and/or our officers.

Competition

We expect to encounter intense competition from other entities that have a similar business objective. Some potential competitors have significant cash resources that will be available for use following a business combination. Others have outstanding warrants that can be expected to generate substantial cash for future operations. In addition, many of our potential competitors may possess more experienced management teams and greater technical, human and other resources than we do. The inherent limitations on our competitive position may give others an advantage in pursuing the acquisition of a target. Further, our obligation to file a post-effective amendment and conduct a reconfirmation offering will probably delay the completion of a transaction. This may be viewed as a competitive disadvantage in negotiations with potential targets.

Facilities and employees

We do not have any office facilities of our own and we do not intend to establish separate office facilities until we complete a business combination. We presently share an office with our president, Sally A. Fonner, who provides the necessary facilities at no cost to our company. We expect this arrangement to continue until we close a business combination and believe that our office sharing arrangement will be adequate for our needs.

We do not have any full-time employees. Our executive officers serve as part-time employees but they will not receive any cash compensation from us and are not required to devote any specific amount of time to our business. We do not intend to hire any full-time employees until we complete a business combination.

Periodic reporting and audited financial statements

We have registered our common stock under the Securities Exchange Act of 1934. Therefore, the combined companies will be required to file annual and quarterly reports, proxy statements and other reports with the SEC. In addition, Rule 419(f)(1) will require the combined companies to furnish stockholders audited financial statements for the first full fiscal year of operations following the consummation of a business combination. Until we complete a business combination, all registration statement amendments, reports and other filings we make with the SEC will be available on our corporate website at www.winorlose.info.

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No established market

There has never been a public market for our stock. Even if we complete a business combination, our stock will not qualify for an immediate Amex or Nasdaq listing. At present, the securities of public companies that do not qualify for an Amex or Nasdaq listing are either quoted on the OTC Bulletin Board or published in the Pink Sheets. The markets for OTC Bulletin Board and Pink Sheet securities are notoriously illiquid and volatile. There is no assurance that an active, stable or sustained market for our shares will ever develop

We have not engaged in discussions or negotiations with potential market makers. We will not approach any market makers until a business combination is completed. We will not take any steps to seek a listing for our shares until the stock certificates are released from the Rule 419 escrow. We do not intend to use consultants or advisors to negotiate with potential market makers or promote an active trading market. Our officers and their respective affiliates will not recommend, encourage or advise donees to open brokerage accounts with any broker-dealer. Donees will have the exclusive authority to make their own decisions regarding whether to hold or sell their gift shares. We will not attempt to influence those decisions.

Risk Factors

Readers of this report on Form 10-K should consider carefully the following risk factors in evaluating our company and its prospects. Any of the following risks, as well as other risks and uncertainties that are not yet identified or that we currently believe are immaterial, could harm our business, financial condition and operating results, and could result in the liquidation of our company.

Even if we negotiate and close a business combination, an active, sustained and stable public market for our shares may never develop.

Sally Fonner and John Petersen have previously served as officers and directors of public shells that effected business combinations with privately held companies. In each of these transactions, the combined companies shares have only qualified for quotation on the OTC Bulletin Board, trading has not been active or sustained and the market prices have been volatile. Even if we negotiate and close a business combination, an active, sustained and stable public market for our shares may never develop. Stockholders are encouraged to independently review the available information on these prior transactions.

Our prior distribution was unsuccessful and there is no assurance that this distribution will have a better outcome.

Transactions under Rule 419 are considerably more difficult and complex than other shell transactions. In connection with our prior distribution, we were unable to close a business combination within 18 months and we ultimately unwound the distribution and removed our shares from registration. We cannot give you any assurance that our planned distribution will have a better outcome than our prior distribution.

Donees will be required to retain ownership of at least 100 gift shares for up to six months after we complete a business combination.

Each donee will be required to retain ownership of at least 100 gift shares until the earlier of six months after the completion of a business combination or the listing of the combined companies’ shares on the Amex or Nasdaq. A simple quotation on the OTC Bulletin Board, the Pink Sheets will not satisfy this listing requirement. When the gift shares are released from the Rule 419 escrow, each donee will receive two certificates: one for 100 shares and a second for 400 shares. The certificate for 100 shares will be imprinted with a restrictive legend that describes the applicable limitations on transfer.

We will not be able to obtain additional financing until we complete a business combination.

Our officers contributed $40,000 of additional capital to our company during the first quarter of 2004. Our available cash resources may be insufficient to pay our anticipated operating expenses through September 7, 2005. We will not be able to obtain additional financing until we complete a business combination. If we spend our available cash before we close a business combination, we may be forced to unwind our planned gift share distribution and deregister the gift shares, founders’ shares and acquisition shares.

Page 14

Our prior failure to close an acquisition within 18 months may increase the risk that we will truncate due diligence procedures or liberalize our target selection standards over time.

Our prior distribution was unsuccessful because we failed to close an acquisition within 18-months. When presented with a choice to recapitalize our company or abandon the investment they made in connection with our prior distribution, our officers decided to recapitalize our company and file a new registration statement for a second distribution on substantially identical terms. Our prior failure to close an acquisition within 18 months may increase the risk that we will truncate due diligence procedures or liberalize our target selection standards over time.

Our reconfirmation offering will be a “take it or leave it” proposition.

We must conduct our reconfirmation offering as soon as we negotiate a transaction where the fair value of the target exceeds $2,920,000. If we select a target and make a reconfirmation offering that is not accepted by the requisite percentage of donees, Rule 419 will require us to unwind the gift share distribution and deregister the gift shares, founders’ shares and acquisition shares. Therefore, our reconfirmation offering will be a “take it or leave it” proposition.

Stockholders may not be able to rely on the collective business judgment of others.

Rule 419 does not establish a fixed percentage of donees that must approve our reconfirmation offering. Instead, it only requires that our prospectus disclose the reconfirmation threshold negotiated by the parties. If a proposed transaction provides for a relatively low reconfirmation threshold, you may not be able to rely on the collective business judgment of the other donees. Conversely, if a proposed transaction provides for a relatively high reconfirmation threshold, the other donees may have the power to overrule your individual decision.

We do not intend to comply with the corporate governance standards that would be required under Amex or Nasdaq rules until we complete a business combination.

We do not have any independent directors or an audit committee to review related party transactions. We do not intend to solicit stockholder approval for a business combination. We do not intend to comply with the corporate governance standards that would be required under Amex or Nasdaq rules until we complete a business combination. After the gift share distribution, our officers will own approximately 83% of our stock and they will have both the executive and voting power to approve all corporate actions without your consent.

We expect a business combination to result in a change in control and our officers will not have any power to influence future decisions of the combined companies.

We will issue up to 12,600,000 acquisition shares in connection with a business combination. Therefore we expect 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 management team and our current officers will not be able to influence future decisions, seek an Amex or Nasdaq listing for our stock or take any other action to promote a public market. There can be no assurance that we will be able to negotiate appropriate after-market support agreements or that any terms we negotiate will be effective. If successor management does not devote sufficient time and resources to developing and promoting a public market, stockholders may be unable to sell their shares at any price.

The personal pecuniary interests of our officers may conflict with their fiduciary duties.

Our registration statement includes 1,597,000 founders’ shares that our officers may resell to our advisors, owners of a target and other participants in the business combination. While our officers will not resell founders’ shares at a price that represents a premium to the comparable per share value received by our company, it is likely that a business combination and the related resale of founders’ shares will result in the transfer of property to our company and the payment of cash to our officers. Therefore, the personal pecuniary interests of our officers may conflict with their fiduciary duties. We will not receive any proceeds from the resale of the founders’ shares.

Page 15

All of our officers are engaged in other business activities and will face conflicts of interest in allocating their time among their various business affairs.

Our officers are not required to devote any specific amount of time to our business. Each of our officers is actively involved in other business pursuits and they will all face conflicts in allocating their time among their various business interests. Such conflicts may cause delays or prevent us from effecting a business combination.

If we lose the services of Mr. Petersen, we may be unable to pay the fees of outside legal counsel.

We expect that John L. Petersen, our general counsel, will represent our company in connection with a business combination and assist in drafting the post-effective amendment to our registration statement. We will not pay any cash fees to Mr. Petersen for these services. If Mr. Petersen fails to provide the required services in a timely manner, we may have insufficient cash to retain outside legal counsel to perform the required work.

We have registered the bulk of our outstanding shares and all of the shares we plan to issue.

We have registered the bulk of our outstanding shares and all of the shares we plan to issue. If we close a business combination, all shares held by gift share donees, our advisors and other stockholders who are not affiliates of the combined companies will be eligible for immediate resale. If a substantial number of shares are offered for sale at the same time, the market price is likely to decline and such declines may be permanent.

Our regulatory status may make a business combination more complex and expensive.

Our current distribution has been registered on Form S-1. Our decision to use this form may make compliance with the disclosure and reconfirmation requirements of Rule 419 more difficult. All our future SEC filings must comply with the requirements of Regulations S-K and S-X, which can be more complex than their counterparts under Regulation S-B. Therefore, the owners of a potential target may decide that added cost of regulatory compliance will make our company less desirable than a competing public shell.

There has never been a public market for our shares and such a market may never develop.

There has never been a public market for our shares and such a market may never develop. No market makers have expressed any interest in our company and we do not intend to engage in discussions with potential market makers until we have negotiated a business combination. If an active public market for the shares of the combined companies does not develop, you may be unable to resell your shares at any price.

The combined companies’ shares are likely to be subject to the SEC’s penny stock regulations, which may discourage brokers from effecting transactions in those shares.

Under applicable SEC regulations, shares that are issued by a company that has less than $5,000,000 in net tangible assets, have a market price of less than $5 and are not listed on Nasdaq or a stock exchange are classified as “penny stock.” The penny stock regulations impose significant restrictions on brokers who sell penny stock to persons other than established customers and accredited investors. The combined companies’ shares are likely to be subject to the penny stock regulations, which may discourage brokers from effecting transactions in those shares. This would decrease market liquidity, adversely affect market price and make it difficult for you to use the combined companies’ shares as collateral.

A business combination with our company will probably not be less expensive than an IPO.

We do not have access to any substantial financial resources. Accordingly, a business combination with our company will probably not be less expensive than an IPO. Potential targets will expend substantial sums for:

·	The fees of their lawyers and accountants who will bear primary responsibility for preparing the information that must be included in the prospectus for our reconfirmation offering;

Page 16

·	The costs of preparing any additional registrations and applications necessary to facilitate the closing of a business combination, comply with state law or facilitate the development of a trading market; and

·	The costs of preparing, filing and distributing regular reports under the Exchange Act, together with the specific stockholder reports required by Rule 419.

We believe that an IPO is usually a better alternative than a business combination with a public shell. If you have the ability to conduct an IPO, we encourage you to do so. If you are not in a position to conduct an IPO and you still want to go public, you should be aware that the process of effecting a business combination with a public shell is difficult, expensive and subject to numerous substantial risks that will make it very difficult to develop an active, liquid, stable and sustained trading market for the combined companies’ shares.

Potential targets should not consider a business combination with our company if they need additional capital or will require additional capital within 12 to 18 months.

A business combination with our company will not give potential targets immediate access to the capital markets. You should not consider a business combination with our company if you need additional capital or will require additional capital within 12 to 18 months. Until the combined companies have been active for a sufficient period of time to demonstrate credible operating performance, it will be very difficult, if not impossible, for the combined companies to raise additional capital. You cannot assume that additional capital will ever be available.

Potential targets should expect increased regulatory scrutiny and a high degree of skepticism from the financial community if they enter into a business combination with our company.

Blank check companies have been used as vehicles for fraud and manipulation in the penny stock market. Therefore, potential targets should expect more regulatory scrutiny at the Federal and state level than they might otherwise encounter if they simply filed a registration statement for an IPO. Moreover, the financial community views shell transactions with a high degree of skepticism until the combined companies have been active for a sufficient period of time to demonstrate credible operating performance. Increased regulatory scrutiny may increase compliance costs and market skepticism may make it more difficult to establish and maintain an active, liquid, stable and sustained trading market for the combined companies’ shares.

Potential targets should not consider a business combination with our company if they are seeking short-term investment liquidity for corporate insiders.

While the acquisition and founders’ shares have been registered under the Securities Act, all shares held by persons who are affiliates of the combined companies will be classified as “restricted securities” that were issued on the closing date of the business combination. These shares will not be eligible for resale for a period of one year after the closing date unless the resale is registered under the Securities Act. Potential targets should not consider a business combination with our company if they are seeking short-term investment liquidity for corporate insiders.

The combined companies’ shares will not qualify for an immediate Amex or Nasdaq listing and may never qualify for such a listing.

We expect the combined companies to satisfy Nasdaq’s record holder and public float standards. Even if a target satisfies the operating history, stockholders’ equity, net income and market capitalization standards for an Amex or Nasdaq listing, the combined companies must also have three active market makers and satisfy certain minimum bid price standards. The Amex and Nasdaq ordinarily require an established trading history of 30 to 90 days at a price that exceeds their respective minimum bid standards before they consider a listing application. Therefore, the combined companies’ shares will have to begin trading on the OTC Bulletin Board or the Pink Sheets, and wait to apply for an Amex or Nasdaq listing until all of the applicable listing standards have been satisfied. There can be no assurances that the combined companies’ shares will ever qualify for a listing.

Page 17

The holders of gift shares are likely to be “sellers” and the availability of large quantities of gift shares may impede the development of a trading market or increase market volatility.

The holders of gift shares will have no money at risk in our company. If you enter into a business combination with us, the donees are likely to be willing to sell gift shares at a price that is significantly less than the minimum bid price required for a Nasdaq listing. In such an event, the market may have to absorb a substantial percentage of the outstanding gift shares before the prevailing market price stabilizes.

If the combined companies are successful, there may not be enough shares available.

Our capital structure has been designed to foster the development of an orderly trading market. However, if the combined companies are successful, the relatively small number of freely transferable shares may make it difficult to satisfy market demand. Our existing stockholders can be expected to maximize their personal benefit and if substantial quantities of our gift shares are withheld from the market, the resulting supply and demand imbalances may drive the market price of the combined companies’ shares to unsustainable levels.

We are not investment bankers and you will need to devote substantial time, effort and expense to developing and maintaining an active trading market.

We are not investment bankers and we have no ability to promote a market for the combined companies’ shares. Therefore, you will need to devote substantial time, effort and expense to developing and maintaining an active trading market. If you fail to devote adequate time and resources to that effort, any market that does develop is likely to be short-lived and volatile. If an active, sustained and stable trading market does not develop, the price of our shares will decline and those price declines are likely to be permanent.

ITEM 2 — PROPERTIES

We do not have any material properties.

ITEM 3 — LEGAL PROCEEDINGS

We are not a party to any legal proceedings.

ITEM 4 — SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

We have not submitted any matters to a stockholders vote during the fourth quarter of 2004.

PART II

ITEM 5 — MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There has never been a public market for our shares. Even if we complete a business combination, the combined companies’ shares will not qualify for an immediate Nasdaq listing. At present, the securities of public companies that do not qualify for a Nasdaq listing are either quoted on the OTC Bulletin Board or listed in the Pink Sheets. The markets for OTC Bulletin Board and Pink Sheet securities are frequently illiquid and volatile.

We have not engaged in discussions or negotiations with potential market makers. We will not approach any market makers until a business combination is completed. We will not use consultants or advisors to negotiate with potential market makers. Our officers and their respective affiliates will not recommend, encourage or advise donees to open brokerage accounts with any broker-dealer. Donees will have the exclusive authority to make their own decisions regarding whether to hold or sell their gift shares. We will not attempt to influence those decisions.

We have never paid cash dividends and we are not likely to pay cash dividends in the foreseeable future.

Page 18

ITEM 6 — SELECTED FINANCIAL DATA

Summary Statement of Operations Data

The following table presents summary information on our results of operations for the years ended December 31, 2004, 2003 and 2002. This data is qualified in its entirety by our financial statements.

	Year ended December 31,
				2003			2002
Selling, General & Administrative Expenses	$	5,995		$	189,592		$	16,120
Net income (loss)		($5,995	)		($189,592	)		($16,120	)
Net Income (loss) per share		($0.00	)		($0.08	)		($0.01	)
Number of shares outstanding (4)		2,400,000			2,400,000			2,400,000

Summary Balance Sheet Data

The following table presents summary information on our financial condition at December 31, 2004 and 2003. This data is qualified in its entirety by our financial statements.

	As of December 31,
	2004			2003
Cash in banks	$	15,541		$	1,085
Deposits and prepaid expenses		100
Deferred offering costs		17,459			10
Total assets	$	33,100		$	1,095

Total Liabilities	$	250		$	2,250

Common stock		2,400		$	2,400
Additional paid-in capital		253,443			213,443
Accumulated deficit		(222,994	)		(216,998	)
Total stockholders’ equity (deficit)	$	32,850			($ 1,115	)

Total liabilities and stockholders’ equity (deficit)	$	33,100		$	1,095

ITEM 7 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS

Organization and prior distribution

We were incorporated in Delaware on December 1, 2000. Thereafter, we registered an initial public offering of common stock under the Securities Act. Our prior registration statement was declared effective in June 2002 and we completed our gift share distribution in August 2002. Market conditions were very poor in late 2002 and early 2003. Moreover, our president became ill in early 2003 and she subsequently learned that her condition would require complex surgery and a lengthy recovery. The combination of poor market timing and unanticipated medical problems negatively impacted our ability to implement our business plan. Since our prior distribution was subject to Rule 419 and we were unable to close an acquisition within 18 months, we unwound the gift share distribution in November 2003 and removed all our shares from registration.

Between December 2000 and December 2003, our officers spent $218,999 to organize our company, register our prior distribution and finance our operations. Our expenses included $7,215 in organization costs, $176,479 in offering costs and $35,305 in operating costs. When our prior distribution was unsuccessful, our officers considered the available options and ultimately decided to recapitalize our company and file a second registration statement for a substantially identical distribution of securities. We believe market conditions and our president’s health have improved to a point where we have a reasonable probability of success. However we cannot give you any assurance that this distribution will have a better outcome than our prior distribution.

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Financial condition

Our officers contributed $40,000 in additional capital during the first quarter of 2004. We had $15,541 in cash to finance our proposed operations as of December 31, 2004. We believe our available cash resources will be adequate for our anticipated needs.

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. We will not pay any 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 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 deregister the gift shares, founders’ shares and acquisition shares if we are unable to negotiate a business combination, complete our reconfirmation offering and close the transaction within 18 months from the date of our prospectus. If we ultimately conclude that we will be unable to meet this deadline, we will unwind our Rule 419 distribution and the gift share donees will receive nothing. 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 7A — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Substantially all of our resources consist of cash in banks and we are not subject to any of the market risks specified in Item 305 of Regulation S-K.

ITEM 8 — FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Auditors’ report of Michael F. Cronin, CPA for the year ended December 31, 2004 and 2003	19
Balance Sheet as of December 31, 2004 and 2003	21
Statement of Operations for the years ended December 31, 2004, 2003 and 2002	22
Statement of Changes in Stockholders’ Equity for the years ended December 31, 2004, 2003 and 2002	23
Statement of Cash Flow for the years ended December 31, 2004, 2003 and 2002	24
Summary of Significant Accounting Policies	25
Notes to Financial Statements	29

Page 20

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Michael F. Cronin

Certified Public Accountant

687 Lee Road

Rochester, NY 14606

Board of Directors and Shareholders

Win or Lose Acquisition Corporation

Dunedin, Florida

I have audited the accompanying balance sheets of Win or Lose Acquisition Corporation (the "Company") as of December 31, 2004 and December 31, 2003 and the related statements of operations, stockholders' equity and cash flows for the years then ended. The financial statements are the responsibility of the directors. My responsibility is to express an opinion on these financial statements based on my audits. The financial statements of Win or Lose Acquisition Corp. as of December 31, 2002 were audited by other auditors whose report dated March 24, 2003 expressed an unqualified opinion on those financial statements.

I conducted my audits in accordance with auditing standards established by the Public Company Accounting Oversight Board. Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, I express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Win or Lose Acquisition Corporation as of December 31, 2004 and December 31, 2003 and the results of its operations, its cash flows and changes in stockholders' equity for the years then ended in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1, the Company has never engaged in substantive business activities and does not have a specific plan to engage in substantive business activities in the foreseeable future. The Company’s limited financial resources and its history of operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

March 28, 2005

/s/ Michael F. Cronin

Michael F. Cronin

Certified Public Accountant

Page

Win or Lose Acquisition Corporation
Balance Sheet
	December 31,
	2004			2003
Assets

Current Assets
Cash	$	15,541		$	1,085
Deposits and Prepaid Expenses	$	100
Deferred Offering Costs		17,459			10

Total Assets	$	33,100		$	1,095

Liabilities & Equity

Current Liabilities:
Accounts payable	$	250		$	2,250

Equity:
Preferred Stock-5,000,0000 authorized $0.001 par (none outstanding)
Common stock-25,000,000 authorized $0.001 par value
2,400,000 issued & outstanding		2,400			2,400
Additional paid in capital		253,444			213,444
Accumulated Deficit		(222,994	)		(216,999	)
Total Equity		32,850			(1,155	)

Total Liabilities & Equity	$	33,100		$	1,095








See notes Summary of Significant Accounting Policies and notes to financial statements

Page 22

Win or Lose Acquisition Corporation.
Statement of Operations
	Years Ended December 31,
	2004			2003			2002

Net Sales	$	0		$	0		$	0

Selling, General & Administrative Expenses		5,995			189,592			16,120
(Loss) Before Income Taxes		(5,995	)		(189,592	)		(16,120	)

Income Taxes		0			0			0

Net Loss		($5,995	)		($189,592	)		($16,120	)

Basic and Diluted Net Loss Per Share		Nil			($0.08	)		($0.01	)

Weighted Average Common Shares Outstanding		2,400,000			2,400,000			2,400,000








See notes Summary of Significant Accounting Policies and notes to financial statements

Page 23

Win or Lose Acquisition Corporation
Statement of Cash Flows
	Years Ended December 31,
	2004			2003			2002

Cash Flows from Operating Activities:
Net Loss		($5,995	)		($189,592	)		($16,120	)
Changes in Operating Assets & Liabilities
Prepaid expenses		(17,549	)		174,202			(22,507	)
Accounts payable & accrued expenses		(2,000	)		(587	)		2,837
Net cash used by operating activities		(25,544	)		(15,977	)		(35,790	)

Cash Flows from Financing Activities:
Additional capital contributed by shareholders		40,000			6,852			7,574
Net cash generated by financing activities		40,000			6,852			7,574

Net Change In Cash		14,456			(9,125	)		(28,216	)
Cash-Beginning		1,085			10,210			38,426
Cash-Ending	$	15,541		$	1,085		$	10,210








See notes Summary of Significant Accounting Policies and notes to financial statements

Page 24

Win or Lose Acquisition Corporation
Statement of Stockholders' Equity

	Preferred Stock				Common Stock
	Shares		Par Value		Shares		Par Value		Additional Paid-In Capital		Accumulated Deficit
Balance at December 31, 2001		0	$	0		2,400,000	$	2,400	$	157,663		($11,287	)
Contribution of Capital										48,929
Net Loss												(16,120	)
Balance at December 31, 2002		0		0		2,400,000		2,400		206,592		(27,407	)
Contribution of Capital										6,852
Net Loss												(189,592	)
Balance at December 31, 2003		0	$	0		2,400,000		2,400		213,444		(216,999	)
Contribution of Capital										40,000
Net Loss												(5,995	)
Balance at December 31, 2004		0	$	0		2,400,000	$	2,400	$	253,444		($222,994	)








See notes Summary of Significant Accounting Policies and notes to financial statements

Page 25

WIN OR LOSE ACQUISITION CORPORATION

Summary of Significant Accounting Policies

December 31, 2004

Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.

Cash and Cash Equivalents: For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents.

Fair Value of Financial Instruments: Statements of Financial Accounting Standards No. 107, "Disclosures about Fair Value of Financial Instruments," requires disclosure of fair value information about financial instruments. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2004. The respective carrying value of certain on-balance sheet financial instruments approximated their fair values.

These financial instruments include cash and cash equivalents, accounts payable and accrued expenses. Fair values were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand. The fair value of the Company's notes and debentures payable would be estimated based upon the quoted market prices for the same or similar issues or on the current rates offered to the Company for debt of the same remaining maturities. The carrying value approximates the fair value of the notes payable

Valuation of Long-Lived Assets: We review the recoverability of our long-lived assets, including buildings, equipment and intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. Our primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations.

We amortize the costs of other intangibles (excluding goodwill) over their estimated useful lives unless such lives are deemed indefinite. Amortizable intangible assets are tested for impairment based on undiscounted cash flows and, if impaired, written down to fair value based on either discounted cash flows or appraised values. Intangible assets with indefinite lives are tested for impairment, at least annually, and written down to fair value as required.

Comprehensive Income: Comprehensive income is defined as changes in the equity of an enterprise except those resulting from shareholder transactions. The amounts shown on the statement of stockholder’s equity relate to the cumulative effect of minimum pension liabilities, translation adjustments, and unrealized gain or loss on securities.

Stock-Based Compensation Plans: We account for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board, or APB, Opinion No. 25, “Accounting for Stock Issued to Employees,” or APB 25, and related interpretations. Under APB 25, compensation cost is measured as the excess, if any, of the closing market price of our stock at the date of grant over the exercise price of the option granted. We recognize compensation cost for stock options, if any, ratably over the vesting period. Generally, we grant options with an exercise price equal to the closing market price of our stock on the grant date. Accordingly, we have not recognized any compensation expense for our stock option grants. We provide additional pro forma disclosures as required under SFAS No. 123, “Accounting for Stock-Based Compensation,” or SFAS 123, as amended by SFAS No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure an Amendment of FASB Statement No. 123,” or SFAS 148, using the Black-Scholes pricing model. We charge the value of the equity instrument to earnings and in accordance with FASB’s Interpretation No. 28, “Accounting for Stock Appreciation Rights and Other Variable Stock Option or Award Plans—an interpretation of APB Opinions No. 15 and 25.”

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Earnings per Common Share: Basic earnings per share is computed by dividing income available to common shareholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period. Diluted earnings per share assumes that any dilutive convertible securities outstanding were converted, with related preferred stock dividend requirements and outstanding common shares adjusted accordingly. It also assumes that outstanding common shares were increased by shares issuable upon exercise of those stock options for which market price exceeds the exercise price, less shares which could have been purchased by us with the related proceeds. In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be anti-dilutive.

There were no such warrants or options that would have been required to be added to the basic weighted shares in 2002-2004.

Income Taxes: We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes.

Deferred income taxes are recorded in accordance with SFAS No. 109, “Accounting for Income Taxes,” or SFAS 109. Under SFAS No. 109, deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse. SFAS 109 provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Realization of our net deferred tax assets is dependent upon our generating sufficient taxable income in future years in appropriate tax jurisdictions to realize benefit from the reversal of temporary differences and from net operating loss, or NOL, carryforwards. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all of our net deferred tax asset. Management will continue to evaluate the realizability of the deferred tax asset and its related valuation allowance. If our assessment of the deferred tax assets or the corresponding valuation allowance were to change, we would record the related adjustment to income during the period in which we make the determination. Our tax rate may also vary based on our results and the mix of income or loss in domestic and foreign tax jurisdictions in which we operate.

In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and to the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we will reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We will record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than we expect the ultimate assessment to be expensed.

Recent Accounting Pronouncements:

In December 2004, the FASB issued SFAS No. 123 (revised 2004) “Share-Based Payment,” or SFAS No. 123(R). SFAS No. 123(R) revises FASB Statement No. 123 “Accounting for Stock-Based Compensation,” and supersedes APB Opinion No. 25, and its related implementation guidance. This Statement eliminates the ability to account for share-based compensation using the intrinsic value method under APB Opinion No. 25. SFAS No. 123(R) focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS No. 123(R) requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award, known as the requisite service period, which is usually the vesting period. SFAS No. 123(R) is effective for companies filing under Regulation SB as of the beginning of the first interim or annual reporting period that begins after December 15, 2005, which for us will be our first quarter of the year ending December 31, 2006. We anticipate adopting SFAS No. 123(R) beginning in the quarter ending March 31, 2006. Accordingly, the provisions of SFAS No. 123(R) will apply to new awards and to awards modified, repurchased, or cancelled after the required effective date. Additionally, compensation cost for the portion of awards for which the requisite service has not been rendered that are outstanding as of the required effective date must be recognized as the requisite service is rendered on or after the required effective date. These new accounting rules will lead to a decrease in reported earnings. Although our adoption of SFAS No. 123(R) could have a material impact on our financial position and results of operations, we are still evaluating the potential impact from adopting this statement.

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In December 2003, the FASB released a revised version of Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN 46”) called FIN 46R, which clarifies certain aspects of FIN 46 and provides certain entities with exemptions from requirements of FIN 46. FIN 46R only slightly modified the variable interest model from that contained in FIN 46 and did change guidance in many other areas. We adopted FIN 46 during 2003. FIN 46R was adopted and implemented in the first quarter of fiscal 2004 and had no impact on the Company’s financial position or results of operations.

In September 2004, the EITF reached a consensus regarding Issue No. 04-1, "Accounting for Preexisting Relationships Between the Parties to a Business Combination" ("EITF 04-1"). EITF 04-1 requires an acquirer in a business combination to evaluate any preexisting relationship with the acquiree to determine if the business combination in effect contains a settlement of the preexisting relationship. A business combination between parties with a preexisting relationship should be viewed as a multiple element transaction. EITF 04-1 is effective for business combinations after October 13, 2004, but requires goodwill resulting from prior business combinations involving parties with a preexisting relationship to be tested for impairment by applying the guidance in the consensus. We will apply EITF 04-1 to acquisitions subsequent to the effective date and in our future goodwill impairment testing.

In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets—an amendment of APB Opinion No. 29,” which is effective for us starting July 1, 2005. In the past, we were frequently required to measure the value of assets exchanged in non-monetary transactions by using the net book value of the asset relinquished. Under SFAS No. 153, we will measure assets exchanged at fair value, as long as the transaction has commercial substance and the fair value of the assets exchanged is determinable within reasonable limits. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The adoption of SFAS No. 153 is not anticipated to have a material effect on our financial position, results of operations or cash flows.

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WIN OR LOSE ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

December 31, 2004

1. Organization and Operations

Win or Lose Acquisition Corporation (the “Company”) was incorporated in Delaware on December 1, 2000, for the purpose of conducting a public distribution of securities and then effecting a merger, acquisition or other business combination transaction (a “Business Combination”) with an unidentified privately-held company (a “Target”). 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 a proposed distribution of securities described below in our Stockholders’ Equity note.

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. Since the Company has not yet identified a Target, persons who acquire the Company’s securities will have virtually no substantive information available for advance consideration of any specific Target. The Company’s business strategy is also referred to as a “blind pool” because neither the management of the Company nor the persons who acquire securities in the Proposed Distribution know what the business of the Company will be.

The Company has never engaged in any substantive business activities and does not have a specific plan to engage in substantive business activities in the foreseeable future. The Company has never generated operating revenue and will be wholly dependent upon capital contributed by its officers until it identifies a Target and closes a Business Combination. Since there is no assurance that the Company will be able to identify a Target or close a business combination, these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company's financial statements do not include any adjustments that might result if the Company were unable to continue operations.

2. Stockholders' Equity

The Company’s Certificate of Incorporation authorizes the issuance of 25,000,000 shares of common stock. The Company’s Board of Directors 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, however, it may issue a substantial number of additional shares in connection with a Business Combination.

The Board of Directors is also empowered, without stockholder approval, to issue up to 5,000,000 shares of “blank check” 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.

Prior Rule 419 Distribution: On June 7, 2002, the SEC granted an order of effectiveness with respect to the Company’s first Form S-1 registration statement under the Securities Act of 1933. This registration statement included:

·	400,000 shares that the Company’s officers intended to transfer to 800 donees selected by them;

·	1,600,000 shares that the Company’s officers intended to offer to advisors to the Company, the owners of a target and other participants in a business combination; and

·	12,600,000 shares that the Company intended to offer in connection with a business combination.

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The Company’s officers completed the gift share distribution on August 2, 2002. In connection with the Distribution, the Company’s officers distributed a total of 400,000 gift shares and 3,000 founders’ shares to 806 donees selected by them. Each donee received 500 gift shares, which were promptly deposited in a Rule 419 escrow account.

In November 2003, the Company’s officers determined that the Company would not be able to close a business combination transaction within the 18-month time period specified in Rule 419. Therefore the Company filed a post effective amendment to its registration statement for the purpose of deregistering its securities. The post-effective amendment was declared effective on November 24, 2003 and the shares on deposit in the Rule 419 escrow were returned to the company’s officers.

Additional Contribution of Capital: In the first quarter of 2004, the Company’s officers contributed $40,000 in additional paid in capital.

Second Rule 419 Distribution: In January 2004, the Company’s officers elected to recapitalize the Company by contributing an additional $40,000 and filing a second Form S-1 registration statement under the Securities Act of 1933. This registration statement included:

·	403,000 shares that the Company’s officers intended to transfer to the 806 donees who received shares in connection with the first Rule 419 distribution;

·	1,597,000 shares that the Company’s officers intended to offer to advisors to the Company, the owners of a target and other participants in a business combination; and

·	12,600,000 shares that the Company intended to offer in connection with a business combination.

There is no assurance that the Company will be able to identify a target and implement a Business Combination. If the Company is unable to close a transaction before September 7, 2005, 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

Year 2000 Incentive Stock Plan

Purpose of the Plan: In December 2000, the company approved its Year 2000 Incentive Stock Plan. The Plan’s charter calls for a 10 year life. It is intended to promote the interests of Win or Lose Acquisition Corporation by providing the employees of the Company, who are largely responsible for the management, growth and protection of the Company’s business, with a proprietary interest in the Company.

Stock Subject to the Plan: Under the Plan, the plan committee may grant to participants (i) options, (ii) shares of restricted stock, (iii) shares of phantom Stock, (iv) stock bonuses and (v) cash bonuses. The committee may grant options, shares of restricted stock, shares of phantom stock and stock bonuses under the Plan with respect to an underlying number of shares of Common Stock that in the aggregate at any time does not exceed the lesser of (a) 750,000 shares of common stock, or (b) 10% of the number of shares of common stock issued and outstanding immediately after the completion of a Business Combination.

Eligibility: The persons who shall be eligible to receive Incentive Awards pursuant to the Plan shall be such full-time employees of the Company as the plan committee in its absolute discretion shall select from time to time.

There have been no employee grants issued.

3. Related Party Transactions

Employment Agreement: The Company has entered into an employment agreement with its President and Chief Executive Officer. The agreement, with an effective date of December 28, 2001, provided for an initial salary of $1,000 per month. The term commenced upon the effective date of the company’s registration statement under the Securities Act of 1933 and continued for a period of 17 months thereafter. Payments and/or compensating offsets of $ 12,000 and $ 9,000 have been made covering years 2003 and 2002, respectively. The company has no further obligation under this agreement.

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4. Income Taxes

The Company has approximately $ 220,000 in net operating loss carryovers available to reduce future income taxes. These carryovers expire at various dates through the year 2024. The Company has adopted SFAS 109 which provides for the recognition of a deferred tax asset based upon the value the loss carry-forwards will have to reduce future income taxes and management's estimate of the probability of the realization of these tax benefits. A summary of the deferred tax asset presented on the accompanying balance sheets is as follows:

	2004			2003
The provision (benefit) for income taxes consists of the following:
Currently payable:
Federal	$	0		$	0
State		0			0
Total currently payable		0			0
Deferred:
Federal		2,387			68,492
State		300			10,672
Total deferred		2,687			79,164
Less increase in allowance		(2,687	)		(79,164	)
Net deferred		0			0
Total income tax provision (benefit)	$	0		$	0

		2004			2003
Individual components of deferred taxes are as follows:
Deferred tax asset arising from net operating loss carry forwards	$	81,851		$	79,164
Less valuation allowance		(81,851	)		(79,164	)
Net deferred	$	0		$	0

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ITEM 9 — CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

In January 2004 Want & Ender CPA, PC, our certifying accountant, advised our chief financial officer by telephone that they had not registered with the Public Company Accounting Oversight Board (PCAOB) and did not intend to do so. While Want & Ender did not formally resign or decline to stand for re-election as our certifying accountant, they advised management that our company should retain a PCAOB registered firm to audit its financial statements for the year ended December 31, 2003. On February 10, 2004, our board of directors voted to dismiss Want & Ender as our company’s certifying accountant and retain a successor auditor.

The report of Want & Ender on our financial statements for the years ended December 31, 2001 and 2002 did not contain an adverse opinion or disclaimer of opinion. During the years ended December 31, 2001 and 2002 and the subsequent interim periods, there were no disagreements between our company and Want & Ender on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Want & Ender’s satisfaction, would have caused them to make reference to the subject matter of the disagreement in connection with their report. During the years ended December 31, 2001 and 2002 and the subsequent interim periods, Want & Ender did not advise our company with respect to any of the matters specified in sub-paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K.

On February 10, 2004, Michael F. Cronin, CPA, was retained to audit our financial statements for the year ended December 31, 2003 and to serve as our certifying accountant until the board of directors elects a successor. During the two most recent fiscal years, our company has not consulted Michael F. Cronin, CPA with respect to either (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements; or (b) any matter that was either subject of a disagreement or a reportable event specified in paragraphs (a)(1)(iv) or (a)(1(v) of Item 304 of Regulation S-K.

ITEM 9A — CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that the information we are required to disclose in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information is accumulated and communicated to management, including our chief executive officer and our chief financial officer, to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. While the design of our disclosure controls and procedures is adequate for our current needs and anticipated future conditions, and there can be no assurance that our current design will succeed in achieving its stated goals under all possible future conditions. Accordingly we may be required to modify our disclosure controls and procedures in the future.

Based on their evaluation as of the end of the period covered by this Annual Report on Form 10-K for the year ended December 31, 2004, our chief executive officer and our chief financial officer have concluded that the design of our system of disclosure controls and procedures was effective to ensure that material information relating to our company is made known to them and that our system of disclosure controls and procedures is operating to provide a reasonable level of assurance that information required to be disclosed in our reports is recorded, processed, summarized and reported in a timely manner, particularly during the period in which this Annual Report on Form 10-K was being prepared

There was no change in our internal control over financial reporting that occurred during our last fiscal year that materially affected, or is likely to materially affect, our internal control over financial reporting. Our auditor has not notified us that any material weakness exists with respect to our internal financial controls.

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PART III

ITEM 10 — DIRECTORS AND EXECUTIVE OFFICERS

The following table identifies our directors and executive officers.

Name	Age	Position
Sally A. Fonner	56	President
Mark R. Dolan	53	Executive Vice President, Director
John L. Petersen	53	General Counsel, Director
Rachel A. Fefer	41	Secretary/Treasurer, Director

The following is a brief account of the business experience of each of our directors and executive officers.

Ms. Sally A. Fonner is a principal stockholder of our company and has served as our president since inception. We believe Ms. Fonner will continue to serve as an officer until we complete a business combination. Ms. Fonner is not a full-time employee of our company and is not required to devote a specific amount of time to our business. During the past five years Ms. Fonner has served as an officer and director of seven public shells. The following table identifies the public shells that have been managed by Ms. Fonner and provides summary information on the time periods for which she served as an officer and director.

Company Name	Term as an officer	Term as a director
Tamboril Cigar Company	February to December 2003	February 2003 to February 2004
The Enchanted Village, Inc.	June 2002 to November 2003	June 2002 to December 2003
Yifan Communications, Inc.	March 2000 to July 2000	March 2000 to March 2001
Dupont Direct Financial Holdings, Inc.	June 1998 to April 1999	June 1998 to March 2000
Liberty Group Holdings, Inc.	March 1997 to November 1999	March 1997 to December 1999
eNote.com, Inc.	June 1998 to April 1999	June 1998 to November 1999
Telemetrix, Inc.	July 1997 to April 1999	July 1997 to April 1999

A more detailed description of Ms. Fonner’s prior activities as an officer and director of the identified public shells is set forth below. Ms. Fonner graduated from Stephens University in 1969 with a Bachelor of Arts in Social Systems. After a stint in the private sector, she returned to further her education and earned her MBA degree from the Executive Program of the University of Illinois in 1979.

Mr. Mark R. Dolan is a principal stockholder of our company and has served as a member of our board of directors and our executive vice president since inception. We believe Mr. Dolan will continue to serve as a director and officer until we complete a business combination. Mr. Dolan is not a full-time employee of our company and is not required to devote a specific amount of time to our business. Mr. Dolan has been principally engaged in the practice of law for 17 years. He is a member of the Florida Bar Association and practices in the areas of corporate and intellectual property law, First Amendment law and commercial litigation. Mr. Dolan has been an employee of Mark R. Dolan, PA, Tampa, Florida, since June 1998. From April 2001 to September 2002, Mr. Dolan also served as an officer and director of Yseek, Inc., a publicly held Internet technology company based in Tampa, Florida. Mr. Dolan is a 1983 graduate of the Wayne State University College of Law and a 1977 honors graduate of Michigan State University.

Mr. John L. Petersen is a principal stockholder of our company and has served as a member of our board of directors and our general counsel since inception. We believe Mr. Petersen will continue to serve as a director and officer until we complete a business combination. Mr. Petersen is not a full-time employee of our company and is not required to devote a specific amount of time to our business. Mr. Petersen has been principally engaged in the practice of law for 23 years. He is a member of the Texas Bar Association and practices in the areas of securities and corporate law where he focuses on the corporate finance needs of entrepreneurial companies. Since April 1999, Mr. Petersen has been a partner in the law firm of Petersen & Fefer, Barberêche, Switzerland. From January 1995 to April 1999, he was a self-employed solo practitioner. Mr. Petersen presently serves as a director of Axion Power International, Inc., a position he has held since February 2003. Mr. Petersen is a 1976 graduate of the College of Business Administration at Arizona State University and a 1979 graduate of the Notre Dame Law School. Mr. Petersen was admitted to the State Bar of Texas in May 1980 and received his license to practice as a Certified Public Accountant in March 1981.

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Ms. Rachel A. Fefer is a principal stockholder of our company and has served as a member of our board of directors and our secretary-treasurer since inception. We believe Ms. Fefer will continue to serve as a director until we complete a business combination. Ms. Fefer is not a full-time employee of our company and is not required to devote a specific amount of time to our business. Ms. Fefer has been principally engaged in the practice of law for 15 years. She is a member of the Texas Bar Association and specializes in corporate law and commercial litigation. Since April 1999, Ms. Fefer has been a partner in the law firm of Petersen & Fefer, Barberêche, Switzerland. From September 1997 to April 1999, Ms. Fefer was an employee of Rachel A. Fefer, PC, Houston, Texas. Ms. Fefer is a 1988 Graduate of the University of Texas Law School and a 1985 graduate (magna cum laude) of the School of Computer Science at the University of North Texas.

John L. Petersen and Rachel A. Fefer are husband and wife.

Board structure

Our certificate of incorporation provides that the board of directors may fix the number of directors by resolution. Our board currently has three members who were re-elected by the unanimous written consent of our stockholders in January 2004. The terms of our current directors will expire on the date of our next annual meeting of stockholders. Until we effect a business combination, our current board members will have sufficient voting power to re-elect themselves as directors without the approval or consent of the other stockholders.

Corporate governance

We do not currently comply with all of the corporate governance standards that would be required if our shares were listed on Amex or Nasdaq. In particular, we do not have independent directors, we have not created an audit committee to review related party transactions and except as required by Rule 419, we do not plan to seek stockholder approval of a proposed business combination.

We will endeavor to include corporate governance standards that comply with Amex and Nasdaq listing requirements in the definitive agreements for a business combination. Nevertheless, the implementation of such corporate governance standards is a matter that will fall within the exclusive authority of successor management and there can be no assurance that any standards we negotiate will be properly implemented. If new management fails to implement appropriate corporate governance standards, the combined companies’ shares will not qualify for an Amex or Nasdaq listing.

Potential conflicts of interest

None of our officers are affiliated with or involved in any other blank check companies or public shells at the date of this report. However, donees should be aware of the following potential conflicts of interest:

·	Our officers are not full-time employees of our company and they are not required to devote any specific amount of time to our business.

·	Our officers are actively involved in other business pursuits and will face conflicts of interest in allocating their time between our affairs and their other business interests.

·	Our officers may become affiliated with other entities, including blank check companies and public shells, which propose to engage in business activities similar to ours.

·	Our officers may have fiduciary obligations to more than one entity and they might be obligated to present a single opportunity to more than one entity.

·	Each of our officers is also an owner of founders’ shares that will be offered for sale to third parties in connection with a business combination. Therefore, it is likely that:

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·	A business combination will result in a series of related transactions where our company receives property for the acquisition shares but our officers receive cash for their founders’ shares; and

·	Our officers may face a significant conflict of interest if the owners of two similarly situated targets offer different prices for the founders’ shares, or if the owners of a relatively weak target are willing to pay a higher price for the founders’ shares than the owners of a stronger target.

We do not have an audit committee to review related party transactions and we cannot assure you that any of the potential conflicts mentioned above would be resolved in our favor.

In general, officers and directors of a Delaware corporation are obligated to act in a manner that is in, or not opposed to, the best interests of the stockholders. In particular, under the Delaware corporate opportunity doctrine, officers and directors are required to bring business opportunities to the attention of a corporation if:

·	The corporation could financially undertake the opportunity;

·	The opportunity is within the corporation’s line of business; and

·	It would be unfair to the corporation and the stockholders if the officers and directors failed to bring the opportunity to the attention of the corporation.

To minimize potential conflicts of interest arising from multiple corporate affiliations, each of our officers has agreed to present to us, prior to presentation to any other entity, any business opportunity which, under Delaware law, may reasonably be required to be presented to us, until we agree to a business combination.

Indemnification of officers and directors

We have included a provision in our Certificate of Incorporation to indemnify our officers and directors against liability for monetary damages for breach or alleged breach of their duties as officers or directors, other than in cases of fraud or other willful misconduct. Our bylaws provide that we will indemnify our officers and directors to the maximum extent permitted by Delaware law. In addition, our bylaws provide that we will advance expenses to our officers and directors as incurred in connection with proceedings against them for which they may be indemnified. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing, we have been advised that the SEC believes such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 11 — EXECUTIVE COMPENSATION

Between June 2002 and April 2003, our president Sally Fonner received an overhead allowance of $1,000 per month. Except for this allowance, no cash compensation was awarded to, earned by or paid to any of our officers or directors during the three years ended December 31, 2004. The following table summarizes the foregoing.

Name and principal position	Year	Salary	Bonus	All other compensation
Sally A. Fonner, president	2004	—	—	—
	2003	—	—	$4,000
	2002	—	—	$7,000

Future compensation of officers

We will not pay any cash compensation or overhead allowances to our officers in connection with our future operations. However, each of our officers will be reimbursed for any out-of-pocket expenses they incur on our behalf. There is no limit on the amount of allowable expense reimbursements and there will be no review of the reasonableness of such expenses by anyone other than our board of directors.

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ITEM 12 — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table contains information on the ownership of our shares at December 31, 2004. The table also presents a pro forma case that gives immediate effect to the issuance of 12,600,000 acquisition shares and the resale of 1,597,000 founders’ shares in connection with a business combination:

All persons named in the table have sole voting and investment power with respect to the shares owned by them. The table identifies:

·	Each of our officers, directors and 5% stockholders; and

·	All our officers and directors as a group.

Name and Address of Beneficial Owner		After Distribution (1)					After Combination (2)
Name and Address of Beneficial Owner	Shares		Percent			Shares		Percent
John L. Petersen (2)(3)(4)			998,500	41.60	%			200,000	1.33	%
Rachel A. Fefer (2)(3)(4)			998,500	41.60	%			200,000	1.33	%
Mark R. Dolan (4)(5)			499,000	20.79	%			100,000	0.67	%
Sally A. Fonner (4)(6)			499,500	20.81	%			100,000	0.67	%
All Officers and Directors
as a group (four persons)			1,997,000	83.21	%			400,000	2.67	%

(1)	Gives effect to the distribution of 403,000 shares to donees in March 2004.

(2)	Château de Barberêche, Switzerland 1783 Barberêche.

(3)

Mr. Petersen and Ms. Fefer are husband and wife and each may be deemed to be the beneficial owner of any shares held by the other. Mr. Petersen and Ms. Fefer have sole investment power and sole voting power over the shares registered in their name and each disclaims beneficial ownership of shares held by the other.

(4)	Assumes that all 1,597,000 founders’ shares will be sold to unaffiliated third parties.

(5)	112 East Street, Suite B, Tampa, Florida 33602.

(6)	1268 Bayshore Boulevard, Dunedin, Florida 34698.

Each of our officers is a “promoter” of our company as that term is defined in Rule 12b-2 of the General Rules of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934.

Section 16(a) beneficial ownership reporting compliance

Based solely on our review of the reports on Forms 3, 4, and 5 that were filed by our officers during the year ended December 31, 2004, we have determined that:

·	John L. Petersen, Sally A. Fonner, Rachel A. Fefer and Mark R. Dolan each failed to file a Form 4 to report the distribution of gift shares in March 2004;

·	John L. Petersen, Sally A. Fonner, Rachel A. Fefer and Mark R. Dolan each failed to file a Form 4 to report their execution of conditional resale agreements with advisors in April 2004.

Except as set forth above, we are not aware of any director, officer or beneficial owner of more than 10% of any class of our equity securities that failed to file the forms required by Section 16(a) on a timely basis.

ITEM 13 — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

John L. Petersen is the author of our registration statement, which was substantially complete and reduced to a tangible medium of expression before our company was incorporated. Accordingly, the law firm of Petersen & Fefer has claimed copyright ownership with respect to our registration statement and the associated prospectus. In addition, the law firm of Petersen & Fefer has filed two preliminary business processes patent applications (Nos. 10/404,202 published January 8, 2004 and 10/317,453 published July 17, 2003) relating to the legal structure of our Rule 419 offering and the associated contracts included in our registration statement.

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Petersen & Fefer has granted our company a non-exclusive, royalty-free license that gives us the right to use their copyright, patent and other intellectual property rights for the purpose preparing our registration statement and certain derivative works, including our prospectus, future amendments to the registration statement, and our subsequent reports under the Exchange Act. The license includes the unrestricted right to reproduce and distribute copies of any of the foregoing documents to the extent required by law or permitted by established practice in the securities industry. All other intellectual property rights are reserved.

We have not paid Petersen & Fefer in connection for the intellectual property license. Nevertheless, all parties believe that our attempt to implement the underlying business plan developed by Mr. Petersen may give rise to substantial indirect value by establishing the validity and proving the utility of a previously unproven legal structure. Petersen & Fefer and our board of directors have determined that the license agreement represents a fair and reasonable exchange of intangible values.

Our officers contributed $40,000 of additional capital in the first quarter of 2004. We will not be obligated to reimburse these additional capital contributions.

All future transactions between us and any of our officers or their respective affiliates will be on terms that we believe are no less favorable than the terms that could have been negotiated with unaffiliated third parties. All related party transactions will require prior approval from a majority of our disinterested directors.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees The aggregate fees billed to the Company by Michael Cronin, CPA for the audit of the Company’s annual financial statements and for the review of the financial statements included in the Company’s quarterly reports on Form 10-Q totaled $4,000 in 2004.The aggregate fees billed to the Company by Want & Ender CPA PC for the audit of the Company’s annual financial statements and for the review of the financial statements included in the Company’s quarterly reports on Form 10-Q totaled $1,000 per year in 2003 and 2002.

Audit-Related Services We were not billed any fees for audit-related services in 2004, 2003 or 2002.

Tax Services We were not billed any fees for tax preparation services in 2004, 2003 or 2002.

All Other Fees We were not billed for any other services provided by Michael Cronin CPA or Want & Ender CPA PC in 2004, 2003 or 2002.

We have no independent directors and we have not created an audit committee to review related party transactions. We will endeavor to include corporate governance standards that comply with Amex and Nasdaq listing requirements in the definitive agreements for a business combination. Nevertheless, the implementation of such corporate governance standards is a matter that will fall within the exclusive authority of successor management and there can be no assurance that any standards we negotiate will be properly implemented.

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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)(1) The following is a list of the financial statements filed as part of this report.

Auditors’ report of Michael F. Cronin, CPA for the year ended December 31, 2004 and 2003

Balance Sheet as of December 31, 2004 and 2003

Statement of Operations for the years ended December 31, 2004, 2003 and 2002

Statement of Changes in Stockholders’ Equity for the years ended December 31, 2004, 2003 and 2002

Statement of Cash Flow for the years ended December 31, 2004, 2003 and 2002

Summary of Significant Accounting Policies

Notes to Financial Statements

(a)(2) The following is a list of the financial statement schedules filed as part of this report.

None

(a)(3) The following is a list of the Exhibits filed as part of this report:

3.1	Certificate of Incorporation of Registrant	(1)

3.2	Amendment No. 1 to the Registrant’s Certificate of Incorporation dated April 1, 2002	(1)

4.1	By-laws of Registrant	(2)

4.2	Form of certificate evidencing shares of common stock	(2)

4.3	Rule 419 Escrow Agreement between the Registrant and Wachovia Bank N.A. as escrow agent	(3)

10.1	2000 Incentive Stock Plan of Win or Lose Acquisition Corporation	(2)

10.3	Intellectual Property License Agreement, effective as of December 20, 2000 between Petersen & Fefer, Attorneys and Win or Lose Acquisition Corporation	(4)

31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)

31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)

32.1	Statement of Chief Executive Officer Pursuant to Section 1350 of Title 18 of the United States Code

32.2	Statement of Chief Financial Officer Pursuant to Section1350 of Title 18 of the United States Code

(1)	Filed as an Exhibit to Amendment No. 8 to Form S-1 registration statement (Registration No. 333-52414) dated May 20, 2002.

(2)	Filed as an Exhibit to Form S-1 registration statement (Registration No. 333-52414) dated December 21, 2000.

(3)	Filed as an Exhibit to Form S-1 registration statement (Registration No. 333-112975) dated February 20, 2004.

(4)	Filed as an Exhibit to Amendment No. 5 to Form S-1 registration statement (Registration No. 333-52414) dated October 31, 2001.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the 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

By /s/ Sally A. Fonner

Sally Fonner, Chief Executive Officer and Director

Date March 29, 2005

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By /s/ Sally A. Fonner

Sally Fonner, Chief Executive Officer and Director

Date March 29, 2005

By /s/ John L. Petersen

John L. Petersen, Chief Financial Officer and Director

Date March 29, 2005

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