**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





**OR**





**[    ]**
    **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.
      Employerincorporation
      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.


Page
1


**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
    37Signatures
    38





Page
2


**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.


Pages 3
and 4


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.


Pages 5
and 6


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.


Page
7





**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


Page
8


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


Page
9


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.





Page
10


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/AStockholders'
      equity
    
    $
    4,000,000
    
    $
    4,000,000
    
    $
    4,000,000
    
    
    N/ANet
      income in last year or two ofthree
      most recent years
    
    $
    750,000
    
    
    N/A
    
    
    N/A
    
    
    N/ATotal
      Market capitalization
    
    
    N/A
    
    
    N/A
    
    $
    50,000,000
    
    $
    75,000,000
    
    
    orTotal
      Assets
    
    
    
    
    
    
    
    
    
    
    $
    75,000,000
    
    
    andTotal
      Revenue
    
    
    
    
    
    
    
    
    
    
    $
    75,000,000Minimum
      price
    
    $
    3
    
    $
    3
    
    
    N/A
    
    
    N/AMarket
      value of public float
    
    $
    3,000,000
    
    $
    15,000,000
    
    $
    15,000,000
    
    $
    20,000,000Distribution
      alternatives
    
    800
      public stockholders and 500,000 shares publicly held or400
      public stockholders and 1 million shares publicly held or400
      public stockholders, 500,000 shares publicly held andaverage
      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/AStockholders'
      equity
    
    $
    5,000,000
    
    
    or
    
    $
    15,000,000
    
    $
    30,000,000
    
    
    
    
    
    N/ANet
      income in last year or two ofthree
      most recent years
    
    $
    750,000
    
    
    or
    
    $
    1,000,000
    
    
    N/A
    
    
    
    
    
    N/AMarket
      capitalization
    
    $
    50,000,000
    
    
    
    
    
    N/A
    
    
    N/A
    
    
    
    
    $
    75,000,000
    
    
    orTotal
      Assets
    
    
    N/A
    
    
    
    
    
    N/A
    
    
    N/A
    
    
    
    
    $
    75,000,000
    
    
    andTotal
      Revenue
    
    
    
    
    
    
    
    
    N/A
    
    
    N/A
    
    
    
    
    $
    75,000,000Minimum
      price
    
    $
    4.00
    
    
    
    
    $
    5.00
    
    $
    5.00
    
    
    
    
    $
    5.00Market
      value of float
    
    $
    5,000,000
    
    
    
    
    $
    8,000,000
    
    $
    18,000,000
    
    
    
    
    $
    20,000,000Number
      of stockholders
    
    
    300
    
    
    
    
    
    400
    
    
    400
    
    
    
    
    
    400Number
      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.





Page
11


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.





Page
12


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 .





Page
13


**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
    
    $
    16,120Net
      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
    
    $
    1,085Deposits
      and prepaid expenses
    
    
    100Deferred
      offering costs
    
    
    17,459
    
    
    10Total
      assets
    
    $
    33,100
    
    $
    1,095Total
      Liabilities
    
    $
    250
    
    $
    2,250Common
      stock
    
    
    2,400
    
    $
    2,400Additional
      paid-in capital
    
    
    253,443
    
    
    213,443Accumulated
      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.





Page
19


**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
    19Balance
      Sheet as of December 31, 2004 and 2003
    21Statement
      of Operations for the years ended December 31, 2004, 2003 and
      2002
    22Statement
      of Changes in Stockholders’ Equity for the years ended December 31, 2004,
      2003 and 2002
    23Statement
      of Cash Flow for the years ended December 31, 2004, 2003 and
      2002
    24Summary
      of Significant Accounting Policies
    25Notes
      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. CroninMichael
      F. CroninCertified
      Public Accountant





Page





**Win
      or Lose Acquisition Corporation****Balance
      Sheet****December
      31,****2004**
    
    **2003***Assets*Current
      AssetsCash
    
    $
    15,541
    
    $
    1,085Deposits
      and Prepaid Expenses
    
    $
    100Deferred
      Offering Costs
    
    
    17,459
    
    
    10Total
      Assets
    
    $
    33,100
    
    $
    1,095*Liabilities
      & Equity*Current
      Liabilities:Accounts
      payable
    
    $
    250
    
    $
    2,250Equity:Preferred
      Stock-5,000,0000 authorized $0.001 par (none outstanding)Common
      stock-25,000,000 authorized $0.001 par value2,400,000
      issued & outstanding
    
    
    2,400
    
    
    2,400Additional
      paid in capital
    
    
    253,444
    
    
    213,444Accumulated
      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
    
    $
    0Selling,
      General & Administrative Expenses
    
    
    5,995
    
    
    189,592
    
    
    16,120(Loss)
      Before Income Taxes
    
    
    (5,995
    )
    
    (189,592
    )
    
    (16,120
    )Income
      Taxes
    
    
    0
    
    
    0
    
    
    0Net
      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 & LiabilitiesPrepaid
      expenses
    
    
    (17,549
    )
    
    174,202
    
    
    (22,507
    )Accounts
      payable & accrued expenses
    
    
    (2,000
    )
    
    (587
    )
    
    2,837Net
      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
    
    
    7,574Net
      cash generated by financing activities
    
    
    40,000
    
    
    6,852
    
    
    7,574Net
      Change In Cash
    
    
    14,456
    
    
    (9,125
    )
    
    (28,216
    )Cash-Beginning
    
    
    1,085
    
    
    10,210
    
    
    38,426Cash-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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    48,929Net
      Loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,120
    )Balance
      at December 31, 2002
    
    
    0
    
    
    0
    
    
    2,400,000
    
    
    2,400
    
    
    206,592
    
    
    (27,407
    )Contribution
      of Capital
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,852Net
      Loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (189,592
    )Balance
      at December 31, 2003
    
    
    0
    
    $
    0
    
    
    2,400,000
    
    
    2,400
    
    
    213,444
    
    
    (216,999
    )Contribution
      of Capital
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,000Net
      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* .”





Page
26


***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.





Page
27


****** 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.




.




















Page
28


**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.





Page
29


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.





Page
30


**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
    
    $
    0State
    
    
    0
    
    
    0Total
      currently payable
    
    
    0
    
    
    0Deferred:Federal
    
    
    2,387
    
    
    68,492State
    
    
    300
    
    
    10,672Total
      deferred
    
    
    2,687
    
    
    79,164Less
      increase in allowance
    
    
    (2,687
    )
    
    (79,164
    )Net
      deferred
    
    
    0
    
    
    0Total
      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
    
    $
    79,164Less
      valuation allowance
    
    
    (81,851
    )
    
    (79,164
    )Net
      deferred
    
    $
    0
    
    $
    0





Page
31





**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.


Page
32


**PART
III**





**ITEM
10 — DIRECTORS AND EXECUTIVE OFFICERS**





The
following table identifies our directors and executive officers.





**Name**
    **Age**
    **Position**Sally
      A. Fonner
    56
    PresidentMark
      R. Dolan
    53
    Executive
      Vice President, DirectorJohn
      L. Petersen
    53
    General
      Counsel, DirectorRachel
      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 2004The
      Enchanted Village, Inc.
    June
      2002 to November 2003
    June
      2002 to December 2003Yifan
      Communications, Inc.
    March
      2000 to July 2000
    March
      2000 to March 2001Dupont
      Direct Financial Holdings, Inc.
    June
      1998 to April 1999
    June
      1998 to March 2000Liberty
      Group Holdings, Inc.
    March
      1997 to November 1999
    March
      1997 to December 1999eNote.com,
      Inc.
    June
      1998 to April 1999
    June
      1998 to November 1999Telemetrix,
      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.





Page
33


***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:





Page
34


·
    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
    —
    —
    $4,0002002
    —
    —
    $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.





Page
35


**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)****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 Directorsas
      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.





Page
36


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.





Page
37


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 Section1350
      of Title 18 of the United States Code32.2
    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.





Page
38


**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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