WIN OR LOSE ACQUISITION CORP - 10-Q Quarterly Report

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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

DELAWARE		59-3685745
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Title of Each Class		Outstanding at May 13, 2004
Common Stock, $0.001 Par Value		2,400,000 Shares

Form 10-QSB — Page 1

PART I	FINANCIAL INFORMATION	PAGE

ITEM 1	Financial Statements

	Balance Sheets as of March 31, 2004 and December 31, 2003	3

	Statements of Operations for the three-month periods ended March 31, 2003 and 2002	4

	Statements of Cash Flow for the three-month periods ended March 31, 2003 and 2002	5

	Notes to Unaudited Interim Financial Statements	6

ITEM 2	Management’s Discussion and Analysis of Results of Operations, Financial Condition and Plan of Operations	9


ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	10

ITEM 4	Controls and Procedures	10

PART II	OTHER INFORMATION	10

ITEM 4	Submission to a Vote of Security Holders	10

ITEM 6	Exhibits and Reports on Form 8-K	11

	SIGNATURES	11

Form 10-QSB — Page 2

ASSETS
	March 31,			December 31,
	2004			2003
	(unaudited)			(audited)
Current Assets:
Cash	$	24,700		$	1,085
Deposits and prepaid expense	$	4,375		$	-

Total current assets		29,075			1,085


Deferred Offering Costs
Filing fees		610			10
Miscellaneous offering costs		8,950			-
Legal fees		1,625			-

Total deferred offering costs		11,184			10


Total Assets	$	40,260		$	1,095


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	250		$	2,250
Due to affiliates	$	4,875		$	-

Total current liabilities	$	5,125		$	2,250


Long-term Debt
Total long-term debt	$	-		$	-


Total Liabilities	$	5,125		$	2,250


Stockholders’ Equity
Common stock, $0.001 par value, 25,000,000 shares authorized, 1,500,000 shares outstanding at December 31, 2000 and 2,400,000 shares outstanding at December 31, 2001 and 2002	$	2,400		$	2,400
Preferred, $0.001 par value, 5,000,000 shares authorized, no shares outstanding		-			-
Additional paid in capital	$	253,444		$	213,443
Deficit accumulated during development stage	$	(220,709	)	$	(216,998	)


Total Stockholder’s Equity	$	35,135		$	(1,155	)


Total Liabilities and Stockholders’ Equity	$	40,260		$	1,095

	Three Months Ended March 31,

	2004			2003
	(Unaudited)			(Unaudited)
Revenue	$	-		$	-

Expenses
Organization Costs
General and administrative	$	3,710		$	5,098

Total Expenses	$	3,710		$	5,098


Net Income (Loss)	$	(3,710	)	$	(5,098	)


Net Income (Loss) Per Common Share	$	-		$	-


Number of common shares issued
and outstanding during period		2,400,000			2,400,000


Number of common shares used in
calculation of earnings per share		2,400,000			2,400,000

	Three-Months Ended March 31,

	2004			2003
	(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net income (loss)	$	(3,710	)	$	(5,098	)
Change in operating assets and liabilities:
(Increase) in deposits and prepaid expenses	$	(4,375	)		0
Increase in current liabilities	$	2,874		$	1,000

Net cash provided by (used in)operating activities	$	(5,211	)	$	(4,098	)

Cash flows from financing activities:
Additional capital contribution	$	40,000			0
(Increase) in deferred offering costs incurred by the company	$	(11,174	)	$	(10	)

Net cash provided by (used in)financing activities	$	28,826		$	(10	)


Net increase (decrease) in cash	$	23,615		$	(4,108	)
Cash balance, beginning of period	$	1,085		$	0


Cash balance, end of period	$	24,700		$	(4,108	)

The Financial Statements presented herein have been prepared by us in accordance with the accounting policies described in our December 31, 2003 Annual Report on Form 10-KSB and should be read in conjunction with the Notes to Consolidated Financial Statements which appear in that report.

The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on going basis, we evaluate our estimates, including those related intangible assets, income taxes, insurance obligations and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other resources. Actual results may differ from these estimates under different assumptions or conditions.

In the opinion of management, the information furnished in this Form 10-QSB reflects all adjustments necessary for a fair statement of the financial position and results of operations and cash flows as of and for the three month periods ended March 31, 2004 and 2003. All such adjustments are of a normal recurring nature. The Financial Statements have been prepared in accordance with the instructions to Form 10-QSB and therefore do not include some information and notes necessary to conform with annual reporting requirements.

As of January 1, 2003, the Company adopted the fair value method of accounting for employee stock options contained in Statement of Financial Standards No.123 ("SFAS No. 123") "Accounting for Stock-Based Compensation," which is considered the preferable method of accounting for stock-based employee compensation. Prior to the change, the Company accounted for employee stock options using the intrinsic value method of APB 25. During the transition period, the Company will be utilizing the prospective method under SFAS No.148 "Accounting for Stock-Based Compensation -Transition and Disclosures." All employee stock options granted subsequent to January 1, 2003 will be expensed over the stock option vesting period based on fair value, determined using the Black-Scholes option-pricing method, at the date the options were granted.

There was no impact on the consolidated financial statements for the three month periods ended March 31, 2004 and 2003, since no employee stock options were granted during those periods.

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

There were no common equivalent shares required to be added back to the basic weighted average shares outstanding in order to compute the diluted weighted average shares outstanding.

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 s