<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 QuarterEnded: Commission File Number:
April 30,1996 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 April 30, 1996 is 14,471,756 shares.
<PAGE> 2
WINNERS ALL INTERNATIONAL, INC.
INDEX TO FORM 10-QSB
APRIL 30, 1996
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
PAGE #
------
<S> <C> <C>
Item 1. Financial Statements
Condensed Consolidated Balance Sheets-
April 30, 1996 and July 31, 1995 1
Condensed Consolidated Statements of Operations-
Three Months Ended April 30, 1996 and 1995 2
Condensed Consolidated Statements of Operations-
Nine Months Ended April 30, 1996 and 1995 3
Condensed Consolidated Statements of Cash Flows-
Nine Months Ended April 30, 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
ASSETS
<TABLE>
<CAPTION>
April 30, July 31,
1996 1995
----------- -----------
(Unaudited)
<S> <C> <C>
Current Assets: $ -- $ --
----------- -----------
Total Current Assets -- --
----------- -----------
Property and Equipment, Net -- --
Other Assets: -- --
----------- -----------
$ -- $ --
=========== ===========
LIABILITIES AND STOCKHOLDERS (DEFICIT)
Current Liabilities:
Accounts Payable and Accrued Expense $ 654,217 $ 426,361
----------- -----------
Total Current Liabilities 654,217 426,361
----------- -----------
Commitments and Contingencies
Stockholders' (Deficit):
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
April 30, 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 April 30, 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 (8,880,083) (8,652,227)
----------- -----------
Total Stockholders' (deficit) (654,217) (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 April 30,
--------------------------------
1996 1995
------------ ------------
<S> <C> <C>
REVENUES $ -- $ --
------------ ------------
COST AND EXPENSES
Royalty expense -- --
General and administrative 26,175 136,877
Depreciation and amortization -- 34,177
Share of WinNet Loss -- 592,816
------------ ------------
26,175 763,870
------------ ------------
OPERATING LOSS (26,175) (763,870)
OTHER INCOME (EXPENSE)
Exchange loss (781)
Loss on disposal of assets (106,408)
Other -- 6,275
------------ ------------
NET LOSS $ (26,175) $ (864,784)
============ ============
NET LOSS PER COMMON SHARE $ (0.002) $ (0.060)
============ ============
AVERAGE SHARES OUTSTANDING 14,471,756 13,922,529
============ ============
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
2
<PAGE> 5
WINNERS ALL INTERNATIONAL, INC
CONDENSED CONSOLIDATED STATEMENT OF LOSS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine months ended April 30,
--------------------------------
1996 1995
------------ ------------
<S> <C> <C>
REVENUES $ -- $ --
------------ ------------
COST AND EXPENSES
Royalty expense -- 194,444
General and administrative 227,856 1,184,967
Depreciation and amortization -- 118,930
Share of WinNet Loss -- 740,991
------------ ------------
227,856 2,239,332
------------ ------------
OPERATING LOSS (227,856) (2,239,332)
OTHER INCOME (EXPENSE)
Exchange loss (781)
Loss on disposal of assets (106,408)
Other -- 10,672
------------ ------------
NET LOSS $ (227,856) $ (2,335,849)
============ ============
NET LOSS PER COMMON SHARE $ (0.02) $ (0.17)
============ ============
AVERAGE SHARES OUTSTANDING 14,471,756 13,922,529
============ ============
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
-3-
<PAGE> 6
WINNERS ALL INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine months ended April 30,
---------------------------
1996 1995
--------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) $(227,856) $(2,335,849)
Adjustments to Reconciled Net Loss to Net
Cash Provided (Used) by Operating Activities:
Depreciation and Amortization -- 118,930
Changes in Assets and Liabilities:
Accounts receivable-trade -- 3,908
Stock subscription receivable -- (731,250)
Note receivable -- 1,000,000
Loan Receivable -- (115,389)
Due from UC'NWIN SYSTEMS, LTD -- (15,500)
Other assets -- 352,616
Accounts payable and accrued expenses 227,856 153,205
Due to Win Networl, LLC -- 408,735
Other current Liabilities -- (18,558)
--------- -----------
Total Adjustments 227,856 1,156,697
--------- -----------
NET CASH (USED)PROVIDED BY OPERATING ACTIVITIES -- (1,179,152)
--------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in Win Network LLC -- (2,833,002)
Sale of property and equipment -- 463,405
Payments to acquire property and equipments -- (699,905)
--------- -----------
NET CASH (USED) PROVIDED BY INVESTING ACTIVITIES: -- (3,069,502)
--------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issurance of common stock -- 4,237,925
--------- -----------
NET CASH (USED) PROVIDED BY FINANCING ACTIVITIES: -- 4,237,925
--------- -----------
NET INCREASE (DECREASE) IN CASH -- (10,729)
CASH AT THE BEGINNING OF YEAR -- 108,037
--------- -----------
CASH AT END OF YEAR $ -- $ 97,308
========= ===========
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 nine months ended April 30, 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 April 30, 1996 as Compared to the Quarter Ended April 30, 1995
During the quarter ended April 30, 1996, ("the 1996 Quarter) the Company
significantly reduced its efforts towards marketing the UC'NWIN Systems.
For the April 30, 1996 Quarter ended, The Company had operating expenses,
excluding depreciation and amortization, of $26,175, a decrease from the
1995 Quarter amount of $729,693. 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 1996 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 $34,177. 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 for the year ended July 31, 1995.
FINANCIAL CONDITIONS
The Company has suffered recurring losses from former operations resulting
in an accumulated deficit of $(8,880,083) and a shareholder (deficit) of
$(654,217) for the quarter ended April 30, 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 issurance 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
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<PAGE> 16
SIGNATURES
In accordance with Section 13 or 15 (d) of the Exchange Act, the
registrant caused this Quarter Ended April 30, 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
Charles Gargano February 10,1997
- ---------------------------------
Charles Gargano
Director
/s/ David M. Goldblatt February 10,1997
- ---------------------------------
David M. Goldblatt
Director
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> 9-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-START> AUG-01-1995
<PERIOD-END> APR-30-1996
<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> 654,217
<BONDS> 0
0
55,035
<COMMON> 144,717
<OTHER-SE> (853,969)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 227,856
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (227,856)
<INCOME-TAX> 0
<INCOME-CONTINUING> (227,856)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (227,856)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
