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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the Fiscal Year Ended December 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from ______ to ______.
Commission File No.: 0-20101
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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
incorporation or organization) Identification No.)
4100 North Powerline Road, Suite F-1
Pompano Beach, Florida 33073
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (954) 977-5428
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $ .01
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate 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-KSB or any
amendment to this Form 10-KSB. [X]
The Registrant's revenues for the fiscal year ended December 31, 1997
were $ 25,000. As of April 30, 1998, 38,699,952 shares of Common Stock of the
Registrant were deemed outstanding, and the aggregate market value of the
Common Stock of the Registrant (based upon the average of the closing bid and
asked prices of the Common Stock at that date), excluding outstanding shares
beneficially owned by directors and executive officers, was approximately
$13,005,328.
DOCUMENTS INCORPORATED BY REFERENCE - None
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<PAGE>
WINNERS ALL INTERNATIONAL, INC.
FORM 10-KSB/A
DECEMBER 31, 1997
INDEX
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PAGE
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PART III
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ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K . . . . . . . . . . . . . . . . . . . 3
PAGE 2
<PAGE>
PART III
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ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
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(a) EXHIBITS
27. FINANCIAL DATA SCHEDULE
PAGE 3
<PAGE>
SIGNATURES
In accordance with Section 13 or 15 (d) of the Exchange Act, the
registrant caused this Year Ended December 31, 1997 Form 10-KSB/A Report to
be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Pompano Beach and State of Florida on August 21, 1998.
WINNERS ALL INTERNATIONAL, INC.
(Registrant)
/s/ Howard Weiser /s/ Edgar M. Reynolds
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Howard Weiser Edgar M. Reynolds
President and Secretary Vice President and Treasurer
PAGE 4
<PAGE>
EXHIBIT INDEX
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EXHIBIT NO. EXHIBIT DESCRIPTION
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27.1 FINANCIAL DATA SCHEDULE - DECEMBER 31, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE CONSOLIDATED BALANCE SHEET OF WINNERS ALL INTERNATIONAL, INC. AND
SUBSIDIARIES AS OF DECEMBER 31, 1997, AND THE RELATED CONSOLIDATED
STATEMENT OF OPERATIONS, FOR THE YEAR ENDED DECEMBER 31, 1997, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 1,079
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 34,604
<PP&E> 69,513
<DEPRECIATION> 12,516
<TOTAL-ASSETS> 4,343,963
<CURRENT-LIABILITIES> 1,808,303
<BONDS> 0
0
55,035
<COMMON> 300,347
<OTHER-SE> 1,397,257
<TOTAL-LIABILITY-AND-EQUITY> 4,343,963
<SALES> 0
<TOTAL-REVENUES> 25,000
<CGS> 0
<TOTAL-COSTS> 425,127<F1>
<OTHER-EXPENSES> 2,044,925
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,470,052)
<DISCONTINUED> (9,095,944)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,470,052)
<EPS-PRIMARY> (0.111)
<EPS-DILUTED> (0.111)
<FN>
<F1>Figure includes Branded Merchandise costs and expenses only. No sales
or revenues resulted from Sealant and Coating Product during the period in
question. See Note 17 to Consolidated Financial Statements.
</FN>
</TABLE>
