<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For Quarter Ended: Commission File Number:
January 31, 1996 0-20101
WINNERS ALL INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-3545304
(State or other jurisdiction of (I.R.S. Employer identification
incorporation or organization) No.)
600 N.W. 44 Street Suite 2H, Ft. Lauderdale, Florida 33309
(Address of principal executive offices) (Zip Code)
(954)561-0009
(Registrant's telephone number, including area code)
Indicate by check mark whether 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 Registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days.
Yes _____ No _____
The number of shares of common Stock, par value $.01 per share, outstanding as
of January 31, 1996 is 14,471,756 shares.
<PAGE> 2
WINNERS ALL INTERNATIONAL, INC.
INDEX TO FORM 10-QSB
JANUARY 31, 1996
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
PAGE #
<S> <C>
Item 1. Financial Statements
Condensed Consolidated Balance Sheets-
January 31, 1996 and July 31, 1995 1
Condensed Consolidated Statements of Operations-
Three Months Ended January 31, 1996 and 1995 2
Condensed Consolidated Statements of Operations-
Six Months Ended January 31, 1996 and 1995 3
Condensed Consolidated Statements of Cash Flows-
Six Months Ended January 31, 1996 and 1995 4
Notes to Condensed Consolidated Financial Statements 5-8
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition 9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 10-11
Item 2. Changes in Securities 11
Item 3 Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 12-13
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
</TABLE>
<PAGE> 3
WINNERS ALL INTERNATIONAL, INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
------
January 31, July 31,
1996 1995
---- ----
(Unaudited)
<S> <C> <C>
Current Assets: $ -- $ --
----------- -----------
Total Current Assets -- --
----------- -----------
Property and Equipment, Net -- --
Other Assets -- --
----------- -----------
$ -- $ --
=========== ===========
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
----------------------------------------------
Current Liabilities:
Accounts payable and accrued expense $ 628,043 $ 426,361
----------- -----------
Total current liabilities 628,043 426,361
----------- -----------
Commitments and Contingencies
Stockholders' (Deficit) Equity:
Preferred Stock, $1.00 par value, 2,000,000
Shares Authorize. Series A Convertible,
750,000 Shares Authorized; Issued; and
Outstanding, 62,500 Shares Unconverted at
January 31, 1996, 62,500 Shares Unconverted
at July 31, 1995 (less offering costs of $7,465) 55,035 55,035
Common Stock $.01 Par Value, $60,000,000
Shares Authorized; 14,471,756 Shares Issued
and Outstanding January 31, 1996, 14,471,756
Shares Issued and Outstanding July 31, 1995 144,717 144,717
Additional Paid-in-Capital 8,026,114 8,026,114
Accumulated (Deficit) (8,853,909) (8,652,227)
----------- -----------
Total Stockholders' (Deficit) Equity (628,043) (426,361)
----------- -----------
$ -- $ --
=========== ===========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
-1-
<PAGE> 4
WINNERS ALL INTERNATIONAL, INC
CONDENSED CONSOLIDATED STATEMENT OF LOSS
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended January 31,
------------------------------
1996 1995
---- ----
<S> <C> <C>
REVENUES $ -- $ --
------------ ------------
COST AND EXPENSES
Royalty Expense -- 48,611
General and Administrative 144,723 390,890
Depreciation and Amortization -- 36,677
Share of WinNet Loss -- 148,175
------------ ------------
144,723 624,353
------------ ------------
OPERATING (LOSS) (144,723) (624,353)
OTHER INCOME (EXPENSE) -- --
------------ ------------
NET (LOSS) $ (144,723) $ (624,353)
============ ============
NET LOSS PER COMMON SHARE $ (0.01) $ (0.05)
============ ============
AVERAGE SHARES OUTSTANDING 14,471,756 13,225,255
============ ============
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
-2-
<PAGE> 5
WINNERS ALL INTERNATIONAL, INC
CONDENSED CONSOLIDATED STATEMENT OF LOSS
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended January 31,
----------------------------
1996 1995
---- ----
<S> <C> <C>
REVENUES $ -- $ --
------------ ------------
COST AND EXPENSES
Royalty Expense -- 194,444
General and Administrative 201,681 1,048,090
Depreciation and Amortization -- 84,753
Share of WinNet Loss -- 148,175
------------ ------------
201,681 1,475,462
------------ ------------
OPERATING (LOSS) (201,681) (1,475,462)
OTHER INCOME (EXPENSE) -- 4,397
------------ ------------
NET (LOSS) $ (201,681) $ (1,471,065)
============ ============
NET LOSS PER COMMON SHARE $ (0.014) $ (0.110)
============ ============
AVERAGE SHARES OUTSTANDING 14,471,756 13,225,255
============ ============
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
-3-
<PAGE> 6
WINNERS ALL INTERNATIONAL, INC.
CONDENSED CONSOLIDATED CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six months ended January 31,
----------------------------
1996 1995
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) $(201,681) $(1,471,065)
Adjustments to Reconciled Net Loss to Net
Cash Provided (Used) by Operating Activities:
Depreciation and Amortization -- 84,753
Changes in Assets and Liabilities:
Accounts Receivable-Trade -- 3,908
Stock Subscription Receivable -- (2,069,000)
Prepaid Expense and Other Current Assets -- 361,816
Note Receivable -- 1,000,000
Loan Receivable -- (100,000)
Due from UC'NWIN SYSTEMS, LTD -- (975,043)
Other Assets -- (16,940)
Accounts Payable and Accrued Expenses 201,681 314,935
Subscription Payable -- 5,000,000
Due to Arrow Capital -- 392,675
Other Current Liabilities -- (7,822)
--------- -----------
Total Adjustments 201,681 3,989,282
--------- -----------
NET CASH (USED)PROVIDED BY OPERATING ACTIVITIES -- 2,518,217
--------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in Win Network LLC -- (5,100,213)
--------- -----------
NET CASH (USED) PROVIDED BY INVESTING ACTIVITIES: -- (5,100,213)
--------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES -- --
--------- -----------
NET CASH (USED) PROVIDED BY FINANCING ACTIVITIES: -- --
--------- -----------
NET INCREASE (DECREASE) IN CASH -- (2,581,996)
CASH AT THE BEGINNING OF YEAR -- 108,037
--------- -----------
CASH AT END OF YEAR $ -- $(2,473,959)
========= ===========
Supplemental Cash Flow Data:
Non-cash Financing Activities
Conversion of preferred stock to common $ -- $ 50,000
========= ===========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
-4-
<PAGE> 7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
WINNERS ALL INTERNATIONAL, INC. AND SUBSIDIARIES
(UNAUDITED)
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CURRENT EVENTS
Winners All International, Inc. (The Company) was operationally inactive
from August 1, 1995 to January 26, 1997. The Company has been holding
regular Board meetings to restructure its operations, transact business
to rebuild shareholder value, settle outstanding former legal matters,
and bring its Securities Exchange Commission filing requirements and
records current.
On January 29, 1997, a Special Meeting of the Board of Directors,
recognized and resolved, that as a result of permanent impairment of
operational assets a measurement date of January 29, 1997 was
established, to abandon former operations effective for year ended July
31, 1995.
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Winners
All International, Inc. have been prepared in accordance with generally
accepted accounting principles for interim financial information and
with the instructions to Form 10-QSB and Article 10 of Regulation S-X.
Accordingly, they do not include all information and footnotes required
by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments considered
necessary for a fair presentation (consisting of normal recurring
accruals) have been included. Operating results for the six months ended
January 31, 1996 are not necessarily indicative of the results that may
be expected for the year ended July 31, 1996.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could
differ from those estimates.
While the Company believes that the disclosures presented are adequate
to keep the information from being misleading, it is suggested that
these condensed consolidated financial statements be read in conjunction
with the consolidated financial statements and notes included in the
Company's annual report on form 10-KSB for the year ended July 31, 1995.
-5-
<PAGE> 8
In September 1993, Natural Child Care, Inc. (NCC") purchased Winners All
Limited ("WAL") a development-stage company organized under the laws of
the Isle of Jersey, Channel Island, United Kingdom. This acquisition has
been treated as a recapitalization. Although NCC is the parent of WAL
following the
Recapitalization, Because the shareholders of WAL obtained a majority of
the voting rights in NCC as a result of the recapitalization, the
recapitalization was accounted for as a reverse acquisition, with WAL
the successor. On October 27, 1993, the legal name was changed to
Winners All International, Inc.
The accompanying unaudited consolidated financial statements include the
accounts of WAL for the three months ended October 31, 1995 and 1994 and
the accounts of WIN from September 23, 1993, the effective date of the
acquisition.
The consolidated financial statements include the accounts of WIN and
its wholly-owned subsidiaries. All significant intercompany accounts and
transaction have been eliminated in consolidation.
NOTE 2 - RECAPITALIZATION
Effective September 23, 1993, WIN acquired the stock of WAL in a reverse
acquisition in which WAL's shareholders acquired voting control of WIN.
The acquisition was accomplished through an exchange of stock in which
WIN exchange 1,140,226.36 shares of newly issued Series A Convertible
Preferred Stock for 100% of the outstanding stock of WAL. Such preferred
stock was convertible into 10,261.983 shares of common stock or 9 shares
of common stock for each share of preferred stock. Upon completion of
this transaction, the shareholder of WAL controlled approximately 86% of
the voting rights of the combined company.
For financial reporting purposes, WAL is deemed to be the acquiring
entity. The merger has been reflected in the accompanying financial
statements as a recapitalization of WAL and the issuance of shares by
WIN. In the recapitalization of WAL and the issuance of shares by WIN.
In the Recapitalization, WAL is deemed to have issued 10,261,983 shares
of common stock.
The operations of WIN since September 23, 1993 have been included in the
operations for the three months ended October 31, 1995. In June 1993,
prior to consummating the acquisition, NCC discontinued the operations
of its previous business. NCC executed an agreement to sell its product
line to an unrelated party for approximately $313,000. NCC received
approximately $23,000 in cash and a $290,000 promissory note. The
purchaser subsequently made certain
-6-
<PAGE> 9
claims with respect to the product inventory and related liabilities.
the two parties reached a settlement which is $125,000 less than the
face amount of the note. In addition, NCC was relieved of financial
responsibility for possible returns. Accordingly, the note balance was
written down by $125,000 to reflect the final settlement and an accrued
product returns allowance of $13,500 was eliminated The adjusted note
balance of $165,000 was paid in full on March 1, 1994. The subsequent
write down of the note has been treated as a reduction of the proceeds
received by WIN for the shares issued to the Shareholders of NCC.
NOTE 3 - SALE OF COMMON STOCK
(B) In January 1995, the Company received subscriptions to purchase
shares of stock at prices ranging from $2.00 to $3.33 a share. Of the
total of approximately $4,378,000 subscribed, $3,646,750 was paid by
April 30, 1995. The remainder of approximately $731,250 remained
unfulfilled. The subscriptions and sales were accounted as follows:
<TABLE>
<S> <C>
Total Subscribed $3,646,750
Less: Commission to Affiliate of
Former Chief Executive
Officer of the Company 364,675
Professional Fees 100,000
----------
Total Proceeds $3,182,075
==========
</TABLE>
Accordingly, the average selling price, of 2,336,976 issued, amounted to
$1.56 per share. On August 22, 1995, Robinson, Brog, Leinwand, Reich,
Genovese & Gluck, P.C. reported on the activities of former management.
Subsequently, the Board of Directors of the Company acknowledged the
offering as permanently closed, and that, any subscription receivables
unfulfilled shall be accounted for, as canceled, in the consolidated
financial statements, effective for the year ended July 31, 1995.
NOTE 4 - JOINT VENTURE INVESTMENT IN WIN NETWORK, LLC
In December 1994, and as subsequently amended in June 1995, WAL, the
wholly-owned subsidiary of the Company, and UC'NWIN Systems, Inc.,
created WIN Network, LLC (WinNet), a limited liability company, to
exploit the UC'NWIN System. WAL and UC'NWIN Systems, Inc. contributed
the tangible and intangible rights to the UC'NWIN system (other than
those sub-licensed to Winners All Asia Pacific Limited). WAL owns 49% of
WinNet and UC'NWIN
-7-
<PAGE> 10
Systems, Inc. the remaining 51%. From inception through July 31, 1995,
WinNet has lost $2,823,287 of which $1,470,751 has been shown as a loss
on the consolidated financial statements of the Company. Amounts shown
as investment in WinNet represents the carrying value of certain assets
contributed and amounts expended on behalf of WinNet since its
formation.
Subsequent to July 31, 1995, WinNet has lost approximately an additional
$975,000. Recurring loses, no marketable activities, and numerous
litigation have caused WinNet to abandon operations. As a result of the
permanent impairment of WinNet, the Board of Directors of the Company
recognized the carrying value of the joint venture investment as
non-existent, with no projected future cash flows, and it shall be
accounted for as abandoned. Accordingly, effective for the year ended
July 31, 1995, $1,817,413 has been reflected as a loss on joint venture
investment in the consolidated statements of operations.
Limited liability Companies are a creation of state law. LLC's are owned
by members, who aren't personally liable for the LLC's debts or
obligations.
-8-
<PAGE> 11
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATION AND
FINANCIAL CONDITIONS
RESULTS OF OPERATIONS
Quarter ended January 31, 1996 as Compared to the Quarter Ended January 31, 1995
During the quarter ended January 31, 1996, ("the 1996 Quarter) the
Company significantly reduced its efforts towards marketing the UC'NWIN
Systems.
For the January 31, 1996 Quarter ended, the Company had operating
expenses, excluding depreciation and amortization, of $144,723, a
decrease from the 1995 Quarter amount of $587,767. The decrease is
attributable to the elimination of royalty payments and as a result of
the reduced joint venture efforts. The operating expenses for the 1995
Quarter was attributed to the winding down of business activities as a
result of reduced operations. Depreciation and Amortization costs also
decreased to $ -0- from $36,677. The decrease is due to the elimination
of amortization and depreciation expense as a result of the license,
property and equipment, abandoned and written-off effective the year
ended July 31, 1995.
FINANCIAL CONDITIONS
The Company has suffered recurring losses from former operations
resulting in an accumulated deficit of $(8,853,909) and a shareholder
(deficit) of $(628,043) for the quarter ended January 31, 1996. In
addition, management of the Company has established a "measurement date"
of January 29, 1997, to abandon former operations effective for the year
ended July 31, 1995. Management believes that the abandonment of former
operations is the first step necessary in restructuring the Company
towards future profitable activities. The Company must also obtain a
significant amount of capital for future development of new activities.
Management is of the opinion that it can raise significant capital
through the future issuance of additional shares of common stock.
-9-
<PAGE> 12
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
(A) Several lawsuits, in Florida and Georgia, have been recorded against
WinNet, UC'NWIN Systems Corporation and the Company, as members of the
LLC. Management is of the opinion these lawsuits are without merit and
expects to file a motion to dismiss plaintiff's complaints.
(B) On March 22, 1996, Raymond Kalley, as trustee of the EB Trust and PB
Trust (Plaintiff), sued the following in the Southern District of
Florida (Miami Division): The Company, UC'NWIN Systems Corporation, a
consultant to UC'NWIN Systems Corporation and a beneficiary to the EB
and PB Trusts. In this five-count complaint, Plaintiff sued the
Defendants for alleged violations of Section 18 of the Securities Act of
1934. Plaintiff alleges that the Defendants, singly and in concert,
filed misleading reports under the Securities Exchange Act of 1934,
including without limitation, the filing of Form 10K. Plaintiff failed
to identify which Form 10K was allegedly misleading or how Plaintiff has
been damaged by this alleged misleading statement. Although Plaintiff
alleges that it purchased stock in UC'NWIN Systems Corporation for
approximately $1,000,000, the Plaintiff does not identify the damage
that it allegedly incurred. The Company believes this lawsuit is without
merit and intends to defend this lawsuit vigorously and expects file a
motion to dismiss Plaintiff's complaint. The outcome cannot be
determined at the present time.
(C) On April 17, 1995, AG Industries sued Winners All International,
Inc. and UC'NWIN Systems Corporation for a breach of contract and causes
of action for unjust enrichment and breach of implied contract. AG
Industries seeks damages in excess of $400,000. On August 22, 1995 the
Company filed a Motion to Dismiss and Alternative Motion for a Change of
Venue. AG Industries has responded and opposed the Defendants' motion
but the Court has not yet ruled on it. There has been no further
discovery and the outcome cannot be determined at the present time.
The Company had entered into a five-year employment agreement, with the
former president, who was a major stockholder, expiring August 31, 1998.
The employment agreement provides for a base salary of $90,000. In May
1995, the Company and the former president mutually agreed to terminate
this agreement and he disposed of all but 350,000 shares of common
stock.
-10-
<PAGE> 13
In June 1995, the Company engaged outside counsel to make inquiries
concerning certain unauthorized transactions of the Company: (1) of
compensation and commissions to Brian Travis, the former president, and
his affiliate (Arrow Capital) aggregating approximately $400,000; (2) of
unauthorized activities of the former president as principal of WinNet,
an affiliated entity, in which the Company has a 49% equity interest,
wherein such affiliate made unauthorized purchases of approximately
50,000 shares of the Company's common stock; (3) For transactions
involving approximately $250,000, for services rendered by certain
unrelated parties.
On July 26, 1995, the Company initiated a lawsuit, against the former
president and Arrow Capital, to recover unauthorized payments of
commissions, related to the sale of Regulation S stock, in the amount of
$364,675.
An action, Brian A. Travis v. WIN Network, LLC and Winners All
International, Inc. on or about July 3, 1995. In this action, Mr. Travis
seeks to enforce a purported employment agreement which he claims was
entered into between WIN Network, LLC and Mr. Travis in which Mr. Travis
claims he is entitled to a ten-year employment term and damages of
$10,000,000. Mr. Travis also sues Winners All International, Inc. as a
purported guarantor to the agreement. WIN Network, LLC is comprised of
UC'NWIN Systems, Inc. and Winners All Ltd., a subsidiary of Winners All
International, Inc.
On March 5, 1996, both defendants filed a motion to dismiss the Travis
action on the grounds that the purported employment agreement violated
applicable provisions of the New York Limited Liability Corporation Law,
the WIN Network, LLC operating agreement and Winners All International,
Inc.'s by-laws. Defendants motion is now pending before the Court. As a
result of financial restrictions, no further legal activities were
performed by the Company and there has been no further discovery.
On January 29, 1997, the Board of Directors of the Company ratified that
all past and current litigation, and inquiries, against Brian Travis,
shall cease. The Board recognized that all current and future resources
should be directed towards achieving the objective of obtaining and
operating future profitable ventures. Although no formal settlement has
been signed, management is of the opinion that all litigation between
the Company and Brian Travis has been mutually terminated, and
anticipates no further legal actions.
ITEM 2. CHANGE IN SECURITIES - NONE
ITEM 3. DEFAULT UPON SENIOR SECURITIES - NONE.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS - NONE
-11-
<PAGE> 14
ITEM 5. OTHER INFORMATION
On July 20, 1994, the Company entered into an agreement to merge with
UC'NWIN Systems Corporation, formerly UC'NWIN system, Ltd., the parent
of UC'NWIN Systems, Inc. UC'NWIN Systems, Inc. was the Licensor to WAL
of the world-wide rights (except United States) to the patent and
technology comprising the UC'NWIN systems. The Company had filed a
registration statement with the Securities and Exchange Commission by
which the Company would register and issue one of its shares for each
share of UC'NWIN Systems Corporation. In 1996, the Company terminated
its agreement to merge with UC'NWIN Systems Corporation. Activities
related to this merger and any shares of stock that were exchanged,
during this period, were negated and all shares returned.
On January 28, 1997, with Board of Directors approval, the Company
acquired 100% of the stock of Perma Seal International, Inc.,
(Perma-Seal), a Florida corporation, in exchange for 2,100,000 shares of
common stock. Perma Seal is in an initial stage of development with no
significant assets or liabilities.
On January 27, 1997, Perma Seal entered into an exclusive three-year,
with an option for two years, International Distribution Agreement with
Envio Dynamics Corporation, a Georgia corporation. Perma Seal's sales,
marketing and distribution rights cover territories including Europe,
the Caribbean, South America, Latin America and Mexico. Envio Dynamics
Corporation is developing a product line using a, patent pending,
recycled rubber process to create rubberized sealant and coating
materials.
On February 4, 1997, Perma Seal entered into a Letter of Intent with
Envio Dynamics Corporation (EDC). Perma Seal will acquire a 75% stock
interest, amounting to 3,750,000 shares, of the authorized common voting
stock of EDC in exchange for $750,000. In addition, a five year
employment contract was offered to Mr. Earl Jonas, as Chief Operating
Officer, for an annual salary of $120,000, with commissions of one
percent (1%) on the first $50 million and one-half percent (1/2) on the
next $50 million of Gross Sales. EDC in initial stages of development
has ownership of patent pending formulae, enabling it to manufacture,
using a recycled rubber process, a product line including rubberized
sealant and coating materials.
On February 7, 1997, the Company entered into a contract with Stanley
Merdinger to perform business, consulting and related services for the
Company. In consideration for his services, he will receive one million
shares of stock with an option to purchase two million additional shares
at $ .50 cents a share. The option can be exercised within 120 days
after date of grant. No effect will be given, to these consolidated
financial statements, until the issuance and exercise date of the stock
and options has been determined.
-12-
<PAGE> 15
On January 29 1997, the Board of Directors authorized the issuance of
100,000 shares to the President of the Company for services rendered for
the year ended July 31, 1996.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - NONE
-13-
<PAGE> 16
SIGNATURES
In accordance with Section 13 or 15 (d) of the Exchange Act, the
registrant caused this Quarter Ended January 31, 1996 Form 10-QSB Report to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Fort Lauderdale and State of Florida on February 10, 1997.
WINNERS ALL INTERNATIONAL, INC.
(Registrant)
By: /s/ Edgar M. Reynolds
--------------------------------------
Edgar M. Reynolds
President & Chief Executive Officer
Principal Accounting Officer
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant, and in the capacities and
on the dates indicated:
<TABLE>
<CAPTION>
Signature Date
--------- ----
<S> <C>
/s/ Edgar M. Reynolds February 10, 1997
- ---------------------
Edgar M. Reynolds
Director
/s/ Charles Gargano February 10, 1997
- ---------------------
Charles Gargano
Director
/s/ David M. Goldblatt February 10, 1997
- ---------------------
David M. Goldblatt
Director
/s/ Jeffrey Goldstein February 10, 1997
- ---------------------
Jeffrey Goldstein
Director
/s/ Howard Weiser February 10, 1997
- ---------------------
Howard Weiser
Director
</TABLE>
-14-
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000875296
<NAME> WINNERS ALL INTERNATIONAL, INC.
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-START> AUG-01-1995
<PERIOD-END> JAN-31-1996
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 628,043
<BONDS> 0
0
55,035
<COMMON> 144,717
<OTHER-SE> (827,795)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 201,682
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (201,682)
<INCOME-TAX> 0
<INCOME-CONTINUING> (201,682)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (201,682)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
