UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
|
[X] |
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 |
For
the Quarter Ended March 31, 2005
OR
|
[ ] |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 |
COMMISSION
FILE NUMBER 000-32783
WIN
OR LOSE ACQUISITION CORPORATION
(Exact
name of registrant as specified in its charter)
|
DELAWARE |
|
59-3685745 |
|
(State
or other jurisdiction of |
|
(I.R.S.
Employer |
|
incorporation
or organization) |
|
Identification
No.) |
1268
Bayshore Boulevard
Dunedin,
Florida 34698
(Address
of principal executive offices,
including
zip code)
(727)
734-7346
(Registrant’s
telephone number,
including
area code)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days.
Yes
[X] No [ ]
Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date.
|
Title
of Each Class |
|
Outstanding
at May 10, 2005 |
|
Common
Stock, $0.001 Par Value |
|
2,400,000
Shares |
TABLE
OF CONTENTS
|
PART
I |
FINANCIAL
INFORMATION |
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PAGE |
| |
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ITEM
1 |
Financial
Statements |
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|
| |
|
|
|
| |
Balance
Sheets as of March 31, 2005 and December 31, 2004 |
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3 |
| |
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|
|
| |
Statements
of Operations for the three-month periods ended March 31, 2005 and
2004 |
|
4 |
| |
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|
| |
Statements
of Cash Flow for the three-month periods ended March 31, 2005 and
2004 |
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5 |
| |
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| |
Notes
to Unaudited Interim Financial Statements |
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6 |
| |
|
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ITEM
2 |
Management’s
Discussion and Analysis of Results of Operations, Financial Condition and
Plan of Operations |
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9 |
| |
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|
| |
|
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ITEM
3 |
Quantitative
and Qualitative Disclosures About Market Risk |
|
10 |
| |
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ITEM
4 |
Controls
and Procedures |
|
10 |
| |
|
|
|
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PART
II |
OTHER
INFORMATION |
|
10 |
| |
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|
|
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ITEM
4 |
Submission
to a Vote of Security Holders |
|
10 |
| |
|
|
|
|
ITEM
6 |
Exhibits
and Reports on Form 8-K |
|
11 |
| |
|
|
|
| |
SIGNATURES |
|
11 |
WIN
OR LOSE ACQUISITION CORPORATION
BALANCE
SHEETS
AT
MARCH 31, 2005 AND DECEMBER 31, 2004
|
ASSETS
|
|
| |
|
March
31, |
|
December
31, |
|
| |
|
2005 |
|
2004 |
|
| |
|
(unaudited) |
|
|
|
|
Current
Assets: |
|
|
|
|
|
|
|
|
Cash |
|
$ |
11,668 |
|
$ |
15,541 |
|
|
Deposits
and prepaid expense |
|
|
100
|
|
|
100
|
|
|
Total
current assets |
|
|
11,768
|
|
|
15,641
|
|
| |
|
|
|
|
|
|
|
|
Deferred
Offering Costs |
|
|
|
|
|
|
|
|
Filing
fees |
|
|
462
|
|
|
462
|
|
|
Miscellaneous
offering costs |
|
|
17,709
|
|
|
15,371
|
|
|
Legal
fees |
|
|
1,625
|
|
|
1,625
|
|
|
Total
deferred offering costs |
|
|
19,797
|
|
|
17,459
|
|
| |
|
|
|
|
|
|
|
|
Total
Assets |
|
$ |
31,565 |
|
$ |
33,100 |
|
| |
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY |
|
Current
Liabilities: |
|
|
|
|
|
|
|
|
Accounts
payable |
|
$ |
250 |
|
$ |
250 |
|
|
Due
to affiliates |
|
$ |
- |
|
|
-
|
|
|
Total
current liabilities |
|
$ |
250 |
|
|
250
|
|
| |
|
|
|
|
|
|
|
|
Long-term
Debt |
|
|
|
|
|
|
|
|
Total
long-term debt |
|
$ |
- |
|
|
-
|
|
| |
|
|
|
|
|
|
|
|
Total
Liabilities |
|
$ |
250 |
|
$ |
250 |
|
| |
|
|
|
|
|
|
|
|
Stockholders’
Equity |
|
|
|
|
|
|
|
|
Common
stock, $0.001 par value, 25,000,000 shares authorized, 2,400,000 shares
outstanding at December 31, 2004 and March 31, 2005 |
|
$ |
2,400 |
|
$ |
2,400 |
|
|
Preferred,
$0.001 par value, 5,000,000 shares authorized, no shares
outstanding |
|
|
-
|
|
|
-
|
|
|
Additional
paid in capital |
|
$ |
253,444 |
|
|
253,444
|
|
|
Deficit
accumulated during development stage |
|
$ |
(224,529 |
) |
|
(222,994 |
) |
| |
|
|
|
|
|
|
|
|
Total
Stockholder’s Equity |
|
$ |
31,315 |
|
$ |
32,850 |
|
| |
|
|
|
|
|
|
|
|
Total
Liabilities and Stockholders’ Equity |
|
$ |
31,565 |
|
$ |
33,100 |
|
The
accompanying notes are an integral part of these financial
statements.
WIN
OR LOSE ACQUISITION CORPORATION
STATEMENTS
OF OPERATIONS
FOR
THE THREE-MONTH PERIODS ENDED MARCH 31, 2005 AND 2004
| |
|
Three
Months Ended March 31, |
|
| |
|
2005 |
|
2004 |
|
| |
|
(Unaudited) |
|
(Unaudited) |
|
|
Revenue |
|
$ |
- |
|
$ |
- |
|
| |
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
Organization
Costs |
|
|
|
|
|
|
|
|
General
and administrative |
|
$ |
1,535 |
|
$ |
3,710 |
|
|
Total
Expenses |
|
$ |
1,535 |
|
$ |
3,710 |
|
| |
|
|
|
|
|
|
|
|
Net
(Loss) |
|
$ |
(1,535 |
) |
$ |
(3,710 |
) |
| |
|
|
|
|
|
|
|
|
Net
(Loss) Per Common Share |
|
$ |
Nil |
|
$ |
Nil |
|
| |
|
|
|
|
|
|
|
|
Number
of common shares issued |
|
|
|
|
|
|
|
|
and
outstanding during period |
|
|
2,400,000 |
|
|
2,400,000 |
|
| |
|
|
|
|
|
|
|
|
Weighted
average number of common shares used in |
|
|
|
|
|
|
|
|
calculation
of earnings per share (Basic & Diluted) |
|
|
2,400,000 |
|
|
2,400,000 |
|
The
accompanying notes are an integral part of these financial
statements.
WIN
OR LOSE ACQUISITION CORPORATION
STATEMENTS
OF CASH FLOW
FOR
THE THREE-MONTH PERIODS ENDED MARCH 31, 2005 AND 2004
| |
|
Three-Months
Ended March 31, |
|
| |
|
2005 |
|
2004 |
|
| |
|
(Unaudited) |
|
(Unaudited) |
|
|
Cash
flows from operating activities |
|
|
|
|
|
|
|
|
Net
(loss) |
|
$ |
(1,535 |
) |
$ |
(3,710 |
) |
|
Less
expenses paid by affiliates |
|
$ |
- |
|
$ |
- |
|
|
Net
cash operating loss |
|
$ |
(1,535 |
) |
$ |
(3,710 |
) |
| |
|
|
|
|
|
|
|
|
Change
in operating assets and liabilities: |
|
|
|
|
|
|
|
|
(Increase)
decrease in deposits and prepaid expenses |
|
$ |
- |
|
$ |
(4,375 |
) |
|
Increase
(decrease) in current liabilities |
|
$ |
- |
|
$ |
2,875 |
|
|
Net
cash provided by (used in) |
|
|
|
|
|
|
|
|
operating
activities |
|
$ |
(1,535 |
) |
$ |
(5,211 |
) |
| |
|
|
|
|
|
|
|
|
Cash
flows from financing activities |
|
|
|
|
|
|
|
|
Proceeds
from issuance of common stock |
|
|
|
|
|
|
|
|
Additional
capital contribution |
|
|
|
|
$ |
40,000 |
|
|
(Increase)
in deferred offering costs |
|
|
|
|
|
|
|
|
incurred
by the company |
|
$ |
(2,338 |
) |
$ |
(11,174 |
) |
|
Net
cash provided by (used in) |
|
|
|
|
|
|
|
|
financing
activities |
|
$ |
(2,338 |
) |
$ |
28,826 |
|
| |
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash |
|
$ |
(3,873 |
) |
$ |
23,615 |
|
| |
|
|
|
|
|
|
|
|
Cash
balance, beginning of period |
|
$ |
15,541 |
|
$ |
1,085 |
|
| |
|
|
|
|
|
|
|
|
Cash
balance, end of period |
|
$ |
11,668 |
|
$ |
24,700 |
|
The
accompanying notes are an integral part of these financial
statements.
WIN
OR LOSE ACQUISITION CORPORATION
NOTES
TO UNAUDITED INTERIM FINANCIAL STATEMENTS
MARCH
31, 2005
The
Financial Statements presented herein have been prepared by us in accordance
with the accounting policies described in our December 31, 2005 Annual Report on
Form 10-KSB and should be read in conjunction with the Notes to Consolidated
Financial Statements which appear in that report.
The
preparation of these financial statements in conformity with accounting
principles generally accepted in the United States of America requires us to
make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. On an ongoing basis, we evaluate our estimates, including those
related to intangible assets, income taxes, insurance obligations and
contingencies and litigation. We base our estimates on historical experience and
on various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other resources. Actual results may differ from these estimates under different
assumptions or conditions.
In the
opinion of management, the information furnished in this Form 10-Q reflects all
adjustments necessary for a fair statement of the financial position and results
of operations and cash flows as of and for the three-month periods ended March
31, 2005 and 2004. All such adjustments are of a normal recurring nature. The
Financial Statements have been prepared in accordance with the instructions to
Form 10-Q and therefore do not include some information and notes necessary to
conform with annual reporting requirements.
As of
January 1, 2003, the Company adopted the fair value method of accounting for
employee stock options contained in Statement of Financial Standards No.123
("SFAS No. 123") "Accounting for Stock-Based Compensation," which is considered
the preferable method of accounting for stock-based employee compensation. Prior
to the change, the Company accounted for employee stock options using the
intrinsic value method of APB 25. During the transition period, the Company will
be utilizing the prospective method under SFAS No.148 "Accounting for
Stock-Based Compensation -Transition and Disclosures." All employee stock
options granted subsequent to January 1, 2003 will be expensed over the stock
option vesting period based on fair value, determined using the Black-Scholes
option-pricing method, at the date the options were granted.
There was
no impact on the consolidated financial statements for the three month periods
ended March 31, 2005 and 2004, since no employee stock options were granted
during those periods.
|
3. |
Earnings/Loss
Per 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 common equivalent shares required to be added back to the basic weighted
average shares outstanding in order to compute the diluted weighted average
shares outstanding.
WIN
OR LOSE ACQUISITION CORPORATION
NOTES
TO UNAUDITED INTERIM FINANCIAL STATEMENTS
MARCH
31, 2004
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.
Rule
419 Distribution
In
January 2004, our 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 (effective March 8,
2004) included:
| · |
403,000
shares that the Company’s officers intend 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 intend 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 intends to offer in connection with a business
combination. |
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 the second Rule 419 distribution and
deregister the founders’ shares and acquisition shares.
Deferred
Offering
Costs
Costs
incurred in connection with the Rule 419 Distribution are capitalized and will
be recorded as a reduction to additional paid-in capital upon the completion of
the offering. As of March 31, 2005, we capitalized deferred offering
costs in the amount of $19,797. These amounts are included in deferred
offering
costs on the balance sheet. If the offering is terminated, all amounts will be
charged to operations in the period of the termination.
|
5. |
New
Accounting Standards |
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.
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.
In March
2004 the Emerging Issues Task Force ("EITF") reached a final consensus on EITF
Issue No. 03-06, "Participating Securities and the Two-Class Method under FAS
128, Earnings Per Share". Issue No. 03-06 addresses a number of questions
regarding the computation of earnings per share ("EPS") by companies that have
issued securities other than common stock that contractually entitle the holder
to participate in dividends and earnings of the company when, and if, it
declares dividends on its common stock. The issue also provides further guidance
in applying the two-class method of calculating EPS. It clarifies what
constitutes a participating security and how to apply the two-class method of
computing EPS once it is determined that a security is participating, including
how to allocate undistributed earnings to such a security. EITF 03-06 is
effective for the fiscal quarter ending June 30, 2004. We do not anticipate that
adopting EITF 03-06 will have any impact on our consolidated financial
statements.
|
ITEM 2. |
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
first Rule 419 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 first distribution was subject to Rule 419 and we were unable to
close an acquisition within 18 months, we unwound our first Rule 419
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 first Rule 419 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
our second Rule 419 distribution will have a better outcome than our prior
distribution.
Financial
condition
We had
$11,688 in cash and $250 in current liabilities at March 31, 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 the second Rule 419 distribution and deregister the founders’
shares and acquisition shares.
Results
of Operations for the
Three
Months Ended March 31, 2005 and 2004
During
the three months ended March 31, 2005, we had no revenue and paid $1,535 in
expenses. During the comparable period of the preceding year, we had no revenue
and paid $3,710 in administrative expenses.
We have
not yet identified a potential target that satisfies our acquisition standards.
We have, however, engaged in preliminary discussions with a number of companies
that may be able to satisfy our acquisition standards in the foreseeable future.
We have not entered into a letter of intent or standstill agreement with any
potential target. However we have advised a number of potential targets that we
would be willing to negotiate a transaction with them if they are able to attain
certain quantifiable business goals in a timely manner.
We are
continuing with our efforts to find a suitable target and negotiate a business
combination agreement. While our discussions to date indicate that a number of
desirable potential targets would be interested in pursuing a business
combination with our company, all of these companies need to achieve other
business goals before a business combination with our company is a feasible
alternative.
There can
be no assurance that we will be successful in our efforts to locate a potential
target, or that we will be able to negotiate a business combination with any
target that is ultimately selected by our officers. Even if we negotiate and
close a business combination, there is no assurance that a trading market for
the stock of the combined companies will ever develop.
Financial
Condition and Plan of Operations
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 promptly
distribute any remaining assets to our stockholders and liquidate our company.
We believe our available cash resources will be adequate for our anticipated
needs. Nevertheless, we may run out of money if a particular investigation
requires significant technical expertise, or if we spend substantial amounts of
money investigating a potential target and then determine that the potential
target is not suitable.
The SEC’s
integration and general solicitation doctrines will preclude private placement
transactions until we complete our reconfirmation offering and close the
associated business combination. Therefore, we will be unable to obtain funds by
selling additional securities. We have the corporate power to borrow money, but
credit is not likely to be available. Our officers have no duty to loan money to
our company. If we spend our available cash and are unable to obtain additional
financing, we will be forced to abandon our business and liquidate.
|
ITEM 3. |
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK |
Substantially
all of our financial assets consist of bank deposits and we own no portfolio
investments that would expose our Company to the type of risks described in Item
304 of Regulation S-K.
|
ITEM 4. |
CONTROLS
AND PROCEDURES |
As of the
end of the fiscal quarter ended March 31, 2005, we carried out an evaluation of
the effectiveness of the design and operation of our disclosure controls and
procedures. This evaluation was accomplished under the supervision and with the
participation of our chief executive officer and our chief financial officer who
concluded that our disclosure controls and procedures are effective. As of March
31, 2005 and the date of this report there have been no significant changes in
our internal controls or in other factors that could significantly affect
internal controls subsequent to the date we completed our evaluation and the
date of filing of this Report on Form 10-Q.
Disclosure
controls and procedures are designed to ensure that the information we are
required to disclose in our reports filed or submitted under the Securities
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commission's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to
management, including our principal executive officer, to allow timely decisions
regarding required disclosure.
PART
II - OTHER INFORMATION
|
ITEM 1. |
LEGAL
PROCEEDINGS |
| |
|
| |
NONE |
| |
|
|
ITEM 2. |
CHANGES
IN SECURITIES AND USE OF PROCEEDS |
| |
|
| |
NONE |
| |
|
|
ITEM 3. |
DEFAULTS
ON SENIOR SECURITIES |
| |
|
| |
NONE |
|
ITEM 4. |
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS |
| |
|
| |
NONE |
| |
|
|
ITEM
5. |
OTHER
INFORMATION |
| |
|
| |
NONE |
| |
|
|
ITEM 6. |
EXHIBITS
AND REPORTS ON FORM 8-K |
| |
|
|
(a) |
EXHIBITS |
| |
|
|
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 |
| |
|
|
(b) |
REPORTS
ON FORM 8-K |
| |
|
| |
NONE |
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
|
WIN
OR LOSE ACQUISITION CORPORATION |
| |
| |
|
/s/
Sally A Fonner |
|
Sally
A. Fonner, President
Dated:
May
13, 2005 |
| |
| |
|
/s/
John L. Petersen |
|
John
L. Petersen, Chief Accounting Officer
Dated:
May 13, 2005 |