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                     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
June 30, 1997                                       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 No.)
incorporation or organization)


3475 Sheridan Street, Suite #301, Hollywood, Florida      33021
----------------------------------------------------- -------------------
(Address of principal executive offices)                (Zip Code)


                                  (954)964-5553
              (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  X                    No__

The number of shares of common  Stock,  par value $.01 per share,  outstanding  
as of June 30, 1997 is 19,771,756 shares.



                         IN ACCORDANCE WITH RULE 201 OF
                        REGULATION S-T, THIS FORM 10-QSB
                        IS BEING FILED IN PAPER PURSUANT
                             TO A TEMPORARY HARDSHIP
                                   EXEMPTION.


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<PAGE>



                         WINNERS ALL INTERNATIONAL, INC.

                              INDEX TO FORM 10-QSB

                                  JUNE 30, 1997


PART 1 - FINANCIAL INFORMATION

                                                                     PAGE #

Item 1.  Financial Statements

             Condensed Consolidated Balance Sheets -
             June 30, 1997 and December 31, 1996                        3

             Condensed Consolidated Statements of Operations -
             Six Months Ended June 30, 1997 and 1996                    4

             Condensed Consolidated Statements of Operations -
             Three Months Ended June 30, 1997 and 1996                  5

             Condensed Consolidated Statements of Cash Flows -
             Six Months Ended June 30, 1997 and 1996                    6

             Notes to Condensed Consolidated Financial Statements     7-9

Item 2.  Management's Discussion and Analysis of Results of
                  Operations and Financial Condition                   10

PART II  OTHER INFORMATION

Item 1.  Legal Proceedings                                          11-12

Item 2.  Changes in Securities                                         12

Item 3.  Defaults Upon Senior Securities                               12

Item 4.  Submission of  Matters to a Vote of Security Holders          12

Item 5.  Other Information                                             12

Item 6.  Exhibits and Reports on Form 8-K                              12

                  Signatures                                           13
                                    2

<PAGE>

                 WINNERS ALL INTERNATIONAL, INC. AND SUBSIDIARY
                          (A DEVELOPMENT-STAGE COMPANY)
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                       JUNE 30, 1997 AND DECEMBER 31, 1996

                                     ASSETS
                                                   June 30,       December 31,
                                                    1997              1996
                                                 (Unaudited)
Current Assets:
 Cash                                      $        57,382      $          -
 Expense Advances                                   18,931                 -
 Note Receivable                                   250,000                 -
 Prepaid Expense                                     7,500                 -
                                           ---------------      ---------------
         Total Current Assets                      333,813                 -
                                           ---------------      ---------------
           

Property and Equipment, Net                          2,802                 -
           

Other Assets:
 Investment in Wholly-Owned       
    Subsidiary                                   1,050,000                 -
 Loan Receivable                                   169,633                 -
 Investment - License and Option                     1,000                 -
 Organization Costs - Net                              198                 -
                                          ----------------     ----------------
         Total Other Assets                      1,220,831                 -
           
                                          $      1,557,446                 -
                                                                    
                                         =================     ================

                       LIABILITIES AND STOCKHOLDERS EQUITY

Current Liabilities:
  Accounts Payable and Accrued Liabilities      $  694,065    $        870,078
  Loans Payable                                    142,405                 -
                                        ------------------    -----------------
    Total Current Liabilities                      836,470             870,078
                                              

Commitments and Contingencies
                                                    
Stockholders' (Deficit) Equity:
  Preferred stock, $1.00 par value, 2,000,000 Shares
   Authorized; Series A Convertible, 750,000 Shares
   Authorized; Issued; and Outstanding, 62,500 Shares
   Unconverted June 30, 1997, 62,500 Shares
   Unconverted at December 31, 1996.               55,035               55,035
                                             

Common Stock $.01 Par Value, $60,000,000
  Shares Authorized; 19,771,756 Shares Issued
  and Outstanding June 30, 1997; 14,471,756
  Shares Issued & Outstanding December 31, 1996   197,717              144,717

Additional Paid-in-Capital                     10,230,624            8,026,114
Accumulated(Deficit)                           (9,762,400           (9,095,944) 
                                          ---------------       ---------------
   Total Stockholder' (Deficit)Equity             720,976             (870,078)
                                          ----------------      ---------------
                                         $      1,557,446       $          -
                                          ================      =============== 

                        SEE NOTES TO FINANCIAL STATEMENTS
                                          3
<PAGE>

                 WINNERS ALL INTERNATIONAL, INC. AND SUBSIDIARY
                          (A DEVELOPMENT-STAGE COMPANY)
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                   (Unaudited)

                                                   Six  months ended June 30,
                                                     1997              1996

REVENUES                                           $    -         $
                                                   --------         -------- 
          
COST AND EXPENSES
  Royalty Expense                                      -                 -
  General and Administrative                        610,365          26,175
  Depreciation and Amortization                          91              -
                                                   --------         --------
                                                    610,456          26,175
                                                   --------         --------
OPERATING (LOSS)                                   (610,456)        (26,175)

OTHER INCOME (EXPENSE)                              (56,000)             -

NET (LOSS)                                        $(666,627)       $(26,175)
                                                  ----------        --------

NET (LOSS) PER COMMON SHARE                       $ ( 0.039)       $ (0.002)
                                                ------------   -------------    
AVERAGE SHARES OUTSTANDING                      17,121,756       14,471,756
                                                ============  ==============




                        SEE NOTES TO FINANCIAL STATEMENTS

                                   4
<PAGE>



                 WINNERS ALL INTERNATIONAL, INC. AND SUBSIDIARY
                          (A DEVELOPMENT-STAGE COMPANY)
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                   (Unaudited)

                                                   Three  months ended June 30,
                                                    1997                 1996

REVENUES                                        $     -            $     -
                                                ----------         -----------  

COST AND EXPENSES
  Royalty Expense                                     -                  -
  General and Administrative                       606,738
  Depreciation and Amortization                         91
                                                ----------         -----------  
                                                   606,829               -
                                                ----------         -----------
OPERATING (LOSS)                                 (606,829)               -
          
OTHER INCOME (EXPENSE)                            (56,000)               -
          
NET (LOSS)                                     $ (662,829)               -
                                               -----------         -----------
                     
NET (LOSS) PER COMMON SHARE                    $(   0.035)               -
                                               -----------         -----------

AVERAGE SHARES OUTSTANDING                      19,094,285         14,471,756
                                             =============         ===========


                        SEE NOTES TO FINANCIAL STATEMENTS

                                     5

<PAGE>








                 WINNERS ALL INTERNATIONAL, INC. AND SUBSIDIARY
                          (A DEVELOPMENT-STAGE COMPANY)
                        CONDENSED CONSOLIDATED CASH FLOWS
                                   (Unaudited)

                                                    Six months ended June 30,
                                                          1997         1996

CASH FLOWS FROM  OPERATING ACTIVITIES:
  Net (Loss)                                            $(666,456)   $ (26,175)
  Adjustments to Reconcile Net Loss to Net
  Cash Provided (Used) by  Operating Activities:
  Depreciation and Amortization                                91         -
  Changes in Assets and Liabilities:
  (Increase) in Prepaid Expenses                           (7,500)        -
  (Increase) In Expense Advances                          (18,931)        -
  Increase in Accounts Payable and Accrued Expenses      (176,013)      26,175
                                                        ----------   ---------
                  Total Adjustments                      (202,353)        -
                                                        ----------   ---------

NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES         (868,809)        -
                                                        ----------   ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Note Receivable (Terminated Stock Purchase Agreement) (250,000)        -
   Purchase of Equipment                                   (2,883)        -
   Organization Costs Paid                                   (208)
   License and Option Agreement                            (1,000)        -
   Loans to Company being Acquired                       (169,633)        -
   Investment in Wholly-Owned Subsidiary               (1,050,000)        -
                                                       -----------   ---------

NET CASH (USED) BY INVESTING ACTIVITIES:               (1,473,724)        -
                                                     -------------   ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from Issuance of Stock                      2,257,510         -
   Proceeds from Loans                                    142,405         -
                                                      -----------    ---------

CASH FLOWS PROVIDED FROM FINANCING ACTIVITIES           2,399,915         -
                                                      -----------    ---------

NET INCREASE (DECREASE) IN CASH                            57,382         -

CASH AT THE BEGINNING OF YEAR                                -            -
                                                      -----------    ---------

CASH AT END OF YEAR                                  $     57,382   $     -
                                                     ============    =========

Supplemental Cash Flow Data:
   Non-cash Financing Activities
    Stock Issued in Payment of Fees and Prior Debts      207,500
    Acquisition of Subsidiary                          1,050,000
                                                     -----------    ----------
             Total Non-cash Financing Activities     $ 1,257,500   $      -
                                                     ===========   ===========



                       SEE NOTES TO FINANCIAL STATEMENTS
                                      6

<PAGE>


              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                         WINNERS ALL INTERNATIONAL, INC.
                          (A DEVELOPMENT-STAGE COMPANY)
                                   (UNAUDITED)

                          PART 1. FINANCIAL INFORMATION


ITEM 1 - FINANCIAL STATEMENTS

CURRENT EVENTS

On June 13, 1997,  Perma Seal  International,  Inc.  ("Perma Seal") and Ultimate
Urethane  Roofing,  Inc.  ("Ultimate   Urethane"),   a  privately  held  Florida
corporation, entered into a License and Option Agreement ("Agreement"),  wherein
Perma Seal was granted an exclusive worldwide license,  with options to purchase
one hundred  percent  (100%) of the capital  stock of Ultimate  Urethane,  for a
sealant  and  coating  manufacturing,   distribution  and  application  process,
utilizing  recycled  materials  ("Process"),  and  to  manufacture,  use  and/or
sublicense or cause to be  manufactured,  used and/or  sublicensed that Process,
from Ultimate  Urethane.  The terms and  conditions  of the Agreement  require a
fifteen  percent  (15%)  royalty  ("Royalty")  on Net  Sales  for  any  products
manufactured,  sublicensed,  or sold,  which  utilize the Process.  In addition,
Perma Seal  agreed to pay  Ultimate  Urethane  $15,000  for each of twelve  (12)
months after the execution of the  Agreement as advance  payments to be credited
against Royalty payments to become due under the Agreement.  The advance payment
is  recorded  as a prepaid  expense.  Perma Seal also paid $1,000 at the time of
execution of the Agreement as consideration  for entering into the Agreement and
for the options to purchase Ultimate Urethane.

On July 17, 1997, Perma Seal and Polymer Creation,  Inc.  ("Polymer  Creation"),
entered into a Commercial Lease and Option Agreement  ("Commercial  Agreement"),
for  27.06  acres of land and a  building  and all  other  improvements  thereon
situated in the City of Roberta, County of Crawford, State of Georgia, described
as the  "Roberta  Facility"  located at Route 2,  Highway  341  South,  Roberta,
Georgia 31078. The Commercial Agreement is for an original term of one (1) year,
commencing  August 1, 1997, and terminating on July 31, 1998, with up to two (2)
consecutive one (1) year renewal terms. The Commercial  Agreement is intended to
be a Net Lease,  whereas Perma Seal's annualized net monthly cost is expected to
be $6,778 per month. The Commercial Agreement includes a Purchase Option for the
Roberta Facility within one (1) year for $475,000.

                                      7
<PAGE>




On June 30, 1997, Perma Seal and Envio Dynamics  Corporation  ("Envio Dynamics")
executed an Agreement and Mutual General  Release  ("Mutual  General  Release"),
terminating  any and all agreements  between each of the parties,  including the
Stock  Purchase   Agreement  dated  February  21,  1997  and  the  International
Distribution  Agreement  dated on or about  January  27,  1997.  As part of that
Mutual General  Release,  Envio Dynamics signed a Promissory Note payable within
thirty (30) days for $250,000 to Perma Seal. To date,  the  Promissory  Note has
not been  satisfied  by Envio  Dynamics  and legal  counsel has been  advised to
pursue its collection in the most expeditious manner.

Contemporaneously  with the  execution  of the  Mutual  General  Release,  Envio
Dynamics et al, Perma Seal, and Essex Chemical  Corporation  ("Essex Chemical"),
executed an Agreement and General Release  (Essex)  ("Essex  General  Release"),
terminating  the  Assignment  of Lease dated  February 27, 1997 and Purchase and
Sale  Agreement  dated March 21, 1997,  for the land,  building,  and  equipment
located at 1521 Industrial Drive, Griffin, Georgia, between Perma Seal and Essex
Chemical.

Upon the  execution  of the Mutual  General  Release,  the Company had  advanced
$268,750 towards the Stock Purchase Agreement, directly to Envio Dynamics, which
was  substantially  covered by the  issuance of the above  described  Promissory
Note.  In  addition,   the  Company  had  paid  $30,000  for  the  International
Distribution Agreement, which it is writing off.

Upon the execution of the Essex  General  Release,  the  Assignment of Lease and
Purchase and Sale Agreement,  the Company had paid,  directly to Essex Chemical,
$188,500 in back and current lease payments,  which it has shown as an operating
expense of the period.  In addition,  a prepaid  lease  expense  payment for the
month of July for $7,250 is shown as loss on investment.

Other (Expense) shown on the June 30, 1997 column on the CONDENSED  CONSOLIDATED
STATEMENT OF OPERATIONS includes:

 Loss on Investment - Canceled Stock Purchase Agreement               $18,750
 Loss on Investment - Canceled International Distribution Agreement    30,000
 Loss on Investment - Canceled Lease                                    7,250
                                                                    ---------
                                                          Total       $56,000

On May 27,  1997,  the Company and Designer  Wear  entered  into an  acquisition
agreement,  wherein all of the issued and outstanding  capital stock of Designer
Wear,  consisting of 2,150,000 shares of common stock,  with a par value of $.01
per share,  was to be acquired by the  Company  for  5,376,000  shares of common
stock of the  Company.  On July 1, 1997,  the  Company  closed  ("Closing")  the
acquisition agreement dated May 27, 1997 with Designer Wear and 2,149,000 shares
of  common  stock,  with a par value of $.01 per  share,  were  acquired  by the
Company for 5,370,000 shares of common stock of the Company.  Designer Wear will
be  accounted  for as a  majority  owned  subsidiary.  Since the  Closing of the
acquisition  of  Designer  Wear was after  June 30,  1997,  financial  and other
supporting  information is hereby incorporated herein by this reference from the
Form 8-K filed with the Securities and Exchange  Commission dated July 16, 1997,
by the Company.

                                  8
<PAGE>


NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of the Company 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 three months ended June 30, 1997
are not necessarily  indicative of the results that may be expected for the year
ended December 31, 1997.

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-K for the five months ended December 31, 1996.

The  accompanying  unaudited,  consolidated  financial  statements  include  the
accounts of Perma Seal for the six months ended June 30, 1997.  All  significant
intercompany accounts and transactions have been eliminated in consolidation.

Investment in subsidiary is accounted for on the equity method.

NOTE 2 - ACQUISITION OF PERMA SEAL INTERNATIONAL, INC.

On February 23, 1997,  the Company,  pursuant to a January 28, 1997  acquisition
agreement with Perma Seal, authorized the issuance of 2,100,000 shares of common
stock of the Company in exchange for all of the issued and  outstanding  capital
stock of Perma  Seal,  consisting  of 1,000  shares,  $.01 per value,  of common
stock.Accordingly, Perma Seal is a wholly-owned subsidiary of the Company.

The  net  asset  acquired  by  the  Company  from  Perma  Seal,  consisted  of a
distribution  agreement valued at cost of $30,000.  No amortization of this cost
was recorded and the entire  amount has been written off as described  elsewhere
in this report.

The value of the  acquisition  of Perma  Seal was  determined  by the  number of
shares issued,  times the average bid and asked prices,  at the time of issuance
of the shares. For accounting purposes, the Company has recorded the acquisition
as a purchase.

                                     9
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATION AND 
         FINANCIAL CONDITIONS

RESULTS OF OPERATIONS

Quarter ended June 30, 1997 as Compared to the Quarter Ended June 30, 1996

The Company was  operationally  inactive from August 1, 1995 through January 26,
1997. On January 29, 1997, a Special Meeting of the Board of Directors was held.
Discussions   were  centered  on  reorganizing   the  affairs  of  the  Company,
transacting  business  in an effort to  rebuild  shareholder  value,  settle all
outstanding  matters, and to bring business records up to date. During that same
meeting, the Board of Directors recognized and resolved that, as a result of the
permanent impairment of former operational assets, a measurement date of January
29, 1997, was  established to abandon former  operations  effective for the year
ended July 31, 1995.

The Company incurred  significant  expenses for the quarter ended June 30, 1997.
These  expenses  arose from the  Company's  efforts in  beginning  new  business
operations.  Expenses  incurred  for the  quarter  ended  March  31,  1996,  are
attributed to the costs of winding down former operations.

FINANCIAL CONDITIONS

The Company suffered  recurring  losses from former  operations and incurred new
operational   expenses  and  losses  resulting  in  an  accumulated  deficit  of
($9,762,400).  Management  of the Company  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,  currently does not have the liquidity or capital resources to fund
Perma Seal without  raising  capital,  either from borrowing or from the sale of
additional  shares of stock.  In 1997,  the  Company  has  raised  approximately
$1,000,000  through the  registration  and sale of  additional  shares of common
stock. The Company is raising further  financing  through the sale of additional
shares of stock.  The Company has also borrowed  approximately  $150,000 for its
new  operations.  Management is continuing to negotiate  with vendors to resolve
all claims resulting from former operations.

The Company also anticipates further sources of financing from letters of credit
for orders of Perma Seal's sealant and coating product.


                                   10

<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

(A)  Stanley  Farber,  plaintiff,  filed a complaint in the Circuit Court of the
     Seventeenth Judicial Circuit in and for Broward County, Florida on July 25,
     1996. Plaintiff is suing the Company and Davidoff and Molito,  former legal
     counsel  for the  Company,  for breach of  purported  executive  employment
     contract. As a result of the absence of counsel on behalf of the Company, a
     motion for final  default  judgment  was granted and a hearing date of June
     19, 1997 was established to determine  damages.  Damages were determined to
     be  approximately  $145,000 by the Court.  The Company hired new counsel to
     appeal the judgment  and/or  negotiate a  settlement.  The outcome of these
     proceedings cannot be determined at the present time.

(B)  Several  lawsuits,  in Florida  and  Georgia,  have been  recorded  against
     WinNet, a member of the WinNet joint venture,  and the Company.  Management
     is of the opinion,  these  lawsuits are without merit and expects to file a
     motion to dismiss plaintiff's complaints.


(C)  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 to file a motion to dismiss  Plaintiff's  complaint.
     The outcome cannot be determined at the present time.

(D)  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.

                                       11

<PAGE>

(E)  On  January  29,  1997,  the  Board of  Directors  of the  Company,  due to
     financial  restraints,  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.

(F)  The Company was made aware of a judgment by Finova  Capital  Corporation of
     approximately  $11,000,  entered on  January  1997.  The  Company is in the
     process of negotiating with a collection agency to settle this matter.


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

ITEM 5.  OTHER INFORMATION  -  NONE

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K  -  PREVIOUSLY SUBMITTED


                                     12
<PAGE>




                                   SIGNATURES

In  accordance  with  Section 13 or 15 (d) of the Exchange  Act, the  registrant
caused this Quarter  Ended June 30, 1997 Form 10-QSB  Report to be signed on its
behalf by the undersigned,  thereunto duly authorized, in the City of Hollywood,
and State of Florida on August 15, 1997.

                         WINNERS ALL INTERNATIONAL, INC.
                                  (Registrant)


                    By:               /s/ Edgar M. Reynolds
                                          Edgar M. Reynolds
                             President, Director, Chief Executive Officer


                    By:               /s/ Howard Weiser
                                          Howard Weiser
                             Chairman of the Board, Treasurer, Secretary

                                    13