<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-