<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:
  March 31, 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)

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 __X___ No _____


The number of shares of common Stock, par value $.01 per share, outstanding as
of March 31, 1997 is 18,416,813 shares.
<PAGE>   2
                         WINNERS ALL INTERNATIONAL, INC.

                              INDEX TO FORM 10-QSB

                                 MARCH 31, 1997


PART I -  FINANCIAL INFORMATION
                                                                     PAGE #
                                                                     ------
Item 1.   Financial Statements

          Condensed Consolidated Balance Sheets-
          March 31, 1997 and December 31, 1996                           3
          
          Condensed Consolidated Statements of Operations-
          Three Months Ended March 31, 1997 and 1996                     4

          Condensed Consolidated Statements of Cash Flows-
          Three Months Ended March 31, 1997 and 1996                     5

          Notes to Condensed Consolidated Financial Statements         6-8

Item 2.   Management's Discussion and Analysis of Results of
          Operations and Financial Condition                             9

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings                                           9-11

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>   3
                 WINNERS ALL INTERNATIONAL, INC AND SUBSIDIARIES
                          (A DEVELOPMENT-STAGE COMPANY)
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 1997 AND DECEMBER 31, 1996

                                     ASSETS

<TABLE>
<CAPTION>
                                                               March 31,      December 31,
                                                                 1997            1996
                                                              -----------     -----------
                                                              (Unaudited)
<S>                                                           <C>             <C>        
Current Assets:
 Cash                                                         $       473     $        --
 Deposit on Investment                                            297,750              --
                                                              -----------     -----------
       Total Current Assets                                       298,223              --
                                                              -----------     -----------
Property and Equipment, Net                                            --              --

Other Assets:
 Investment in Wholly-Owned Subsidiary                          1,050,000              --
 Investment in Int'l Distribution Agreement                        30,000              --
                                                              -----------     -----------
       Total Other Assets                                       1,080,000              --
                                                              -----------     -----------
                                                              $ 1,378,223     $        --
                                                              ===========     ===========
                       LIABILITIES AND STOCKHOLDERS EQUITY

Current Liabilities:
     Accounts Payable and Accrued Expense                     $   848,428     $   870,078
                                                              -----------     -----------
       Total Current Liabilities                                  848,428         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 March 31, 1997, 62,500 Shares
   Unconverted at December 31, 1996                                55,035          55,035

  Common Stock $.01 Par Value, $60,000,000
   Shares Authorized; 17,279,756 Shares Issued
   and Outstanding March 31, 1997; 14,471,756
   Shares Issued & Outstanding December 31, 1996                  172,787         144,717

  Additional Paid-in-Capital                                    9,401,544       8,026,114
  Accumulated (Deficit)                                        (9,099,571)     (9,095,944)
     Total Stockholders' (Deficit) Equity                         529,795        (870,078)
                                                              -----------     -----------
                                                              $ 1,378,223     $        --
                                                              ===========     ===========
</TABLE>

                        SEE NOTES TO FINANCIAL STATEMENTS


                                       3
<PAGE>   4
                 WINNERS ALL INTERNATIONAL, INC AND SUBSIDIARIES
                          (A DEVELOPMENT-STAGE COMPANY)
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                   (unaudited)

<TABLE>
<CAPTION>
                                     Three months ended March 31,
                                    -----------------------------
                                         1997             1996
                                    ------------     ------------
<S>                                 <C>              <C>         
REVENUES                            $         --     $         --
                                    ------------     ------------
COST AND EXPENSES
   Royalty Expense                            --               --
   General and Administrative              3,627           26,175
   Depreciation and Amortization              --               --
                                    ------------     ------------
                                           3,627           26,175
                                    ------------     ------------
OPERATING (LOSS)                          (3,627)         (26,175)

OTHER INCOME (EXPENSE)                        --               --
                                    ------------     ------------
NET (LOSS)                          $     (3,627)    $    (26,175)
                                    ============     ============
NET (LOSS) PER COMMON SHARE         $     (0.000)    $     (0.002)
                                    ============     ============
AVERAGE SHARES OUTSTANDING            15,875,756       14,471,756
                                    ============     ============
</TABLE>

                        SEE NOTES TO FINANCIAL STATEMENTS


                                       4
<PAGE>   5
                WINNERS ALL INTERNATIONAL, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT-STAGE COMPANY)
                        CONDENSED CONSOLIDATED CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                  Three months ended March 31,
                                                  ----------------------------
                                                       1997         1996
                                                    -----------     --------
<S>                                               <C>               <C>      
 CASH FLOWS FROM OPERATING ACTIVITIES:
   Net (Loss)                                       $    (3,627)    $(26,175)
   Adjustments to Reconcile Net Loss to Net
   Cash Provided (Used) by Operating Activities:
    Depreciation and Amortization                            --           --
   Changes in Assets and Liabilities:
     Accounts Payable and Accrued Expenses              (21,650)      26,175
                                                    -----------     --------
           Total Adjustments                            (21,650)      26,175
                                                    -----------     --------
NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES        (25,277)          --
                                                    -----------     --------
 CASH FLOWS FROM INVESTING ACTIVITIES:
      Deposit on Investment                            (297,750)          --
      Investment in Wholly-Owned Subsidiary          (1,050,000)          --
      Investment in Int'l Distribution Agreement        (30,000)          --
                                                    -----------     --------
 NET CASH (USED) BY INVESTING ACTIVITIES:            (1,377,750)          --
                                                    -----------     --------
 CASH FLOWS FROM FINANCING ACTIVITIES:
       Proceeds from Issuance of Stock                1,403,500           --
                                                    -----------     --------
 NET INCREASE (DECREASE) IN CASH                            473           --

 CASH AT THE BEGINNING OF YEAR                               --           --
                                                    -----------     --------
 CASH AT END OF YEAR                                $       473     $     --
                                                    ===========     ========
 Supplemental Cash Flow Data:
    Non-cash Financing Activities
    Acquisition of Subsidiary                       $ 1,050,000     $     --
                                                    ===========     ========
</TABLE>

                        SEE NOTES TO FINANCIAL STATEMENTS


                                       5
<PAGE>   6
              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 February 17, 1997, Winners All International, Inc. (the "Company")
     made a determination to change its former fiscal year of July 31 to
     December 31.

     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 other compliance matters 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.

     On January 28, 1997, the Company entered into an Acquisition Agreement with
     Perma Seal wherein the Company purchased all of the issued and outstanding
     capital stock of Perma Seal consisting of 1,000 shares of common stock,
     with a par value of $.01 per share, in exchange for 2,100,000 shares of
     common stock of the Company.

     On February 23, 1997, the Company, pursuant to a January 28, 1997
     acquisition agreement with Perma Seal International, Inc. ("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.

     February 21, 1997, pursuant to a February 4, 1997 letter of intent, Perma
     Seal completed negotiations which resulted in a stock purchase agreement
     with Envio Dynamics Corporation ("Envio Dynamics"). Perma Seal will acquire
     a 75% stock interest, amounting to 3,750,000 shares, of the authorized
     common voting stock of Envio Dynamics in exchange for $750,000. As of April
     30, 1997, approximately $450,000 has been paid. The 3,750,000 shares have
     been placed in escrow until


                                       6
<PAGE>   7
     CURRENT EVENTS (CONTINUED)

     the remaining $300,000 is paid. Accordingly, the $450,000 previously paid
     by Perma Seal to Envio Dynamics will be recorded as a deposit on the books
     of Perma Seal until the shares are released from escrow. Upon the exchange
     of the shares, Envio Dynamics will be accounted for as a majority (75%)
     owned subsidiary of Perma Seal.

     On March 21, 1997, Perma Seal entered into a purchase and sale agreement
     with the Essex Chemical Corporation ("Essex Chemical") to acquire the land,
     building, and equipment, located at 1521 Industrial Drive, Griffin,
     Georgia, for $375,000, with a closing date of May 1, 1997. The current
     expected closing, as amended, is anticipated to be no later than May 30,
     1997, unless extended by mutual agreement by both parties.

     On February 20, 1997, the Company adopted a "1997 Non-Statutory Stock
     Option Plan" (the "Plan") to aid in attracting and retaining persons to
     assist in the development and success of the Company. This Plan provides
     for the issuance of non-statutory stock options and is not intended to
     qualify as "Incentive Stock Options" within the meaning of Section 422 of
     the Internal Revenue Code. The purchase price of each share of stock within
     this Plan shall not be less than 20% of the fair market value of such
     shares on the date the option is granted. The fair market value of a share
     on a particular date shall be deemed to be the average of the high-bid and
     high-asked prices. Pursuant to the Plan, 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.

     On April 4, 1997, the Board of Directors of the Company authorized
     management to commence negotiations to acquire 100% of the outstanding
     common stock of Designer Wear, Inc. Designer Wear, Inc., a Florida
     corporation, is a privately held development stage company, organized
     August 1996, which has as its principal business and sole assets, (a) a
     worldwide license for the use of the name, likeness and image of the late
     American actor James Dean on socks; and, (b) a joint venture for the
     worldwide promotion, development and marketing of the trademark "Smith and
     Wesson" on apparel and accessories. Howard Weiser, officer and director of
     the Company, is also officer, director and stockholder of Designer Wear,
     Inc.

 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


                                       7
<PAGE>   8
     considered necessary for a fair presentation (consisting of normal
     recurring accruals) have been included. Operating results for the three
     months ended March 31, 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 International Inc., and Winners All Limited (an
     inactive subsidiary) for the three months ended March 31, 1997. All
     significant intercompany accounts and transactions have been eliminated in
     consolidation.

     Investments in subsidiaries are 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 International, Inc. ("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 and secured by a
     promissory note. No amortization of this cost has been provided until
     revenues are recognized.

     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.


                                       8
<PAGE>   9
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATION AND
         FINANCIAL CONDITIONS

 RESULTS OF OPERATIONS

 Quarter ended March 31, 1997 as Compared to the Quarter Ended March  31, 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 insignificant expenses for the quarter ended March 31,
     1997. These expenses arose from the Company's efforts in establishing new
     business opportunities. Expenses incurred for the quarter ended March 31,
     1996 are attributed to the costs of winding down former operations.


     FINANCIAL CONDITIONS

     The Company has suffered recurring losses from former operations resulting
     in an accumulated deficit of $(9,099,571). 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, currently does not have the liquidity or capital resources to
     fund Perma Seal or Envio Dynamics without raising capital either from
     borrowing or from the sale of additional shares of stock. In 1997, the
     Company has raised approximately $500,000 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. 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/ These letters of credit are related to the ten month delivery
     schedule for 1,000,000 gallons of sealant product. Pursuant to a purchase
     order, the anticipated order gross sales price will be $18 million. This
     transaction is described in the December 31, 1996 Form 10K.


                                       9
<PAGE>   10
                           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. The Company has hired new
     counsel to negotiate a settlement or appeal the judgment. Management
     believes potential damages to be between $50,000 and $150,000. 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 plaintiffs' 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 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.

     (E) The Company had entered into a five-year employment agreement, with
     Brian Travis, a former president, who was a major stockholder, expiring
     August 31,


                                       10
<PAGE>   11
     CURRENT EVENTS (CONTINUED)

     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
     his employment agreement.

     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) Involving
     other 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 redeemed by
     certain unrelated party entities.

     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.

     On or about July 3, 1995, Brian Travis initiated a lawsuit against WIN
     Network, LLC and Winners All International, Inc.  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. As a result of financial restrictions, no further legal
     activities were performed by the Company.

     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.


                                       11
<PAGE>   12
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>   13
                                   SIGNATURES

      In accordance with the Exchange Act, the registrant caused this Report to
be signed on its behalf by the undersigned, thereunto duly authorized.    


                         WINNERS ALL INTERNATIONAL, INC.
                                  (Registrant)


Date: May 21, 1997                  By: /s/ Edgar M. Reynolds
                                        -----------------------------------
                                        Edgar M. Reynolds
                                        President & Chief Executive Officer
                                        Principal Accounting Officer


Date: May 21, 1997                      /s/ Howard Weiser 
                                        -----------------------------------
                                        Howard Weiser
                                        Director, Secretary, Treasurer




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