U.S. SECURITIES AND EXCHANGE COMMISSION
 
                              WASHINGTON, D.C. 20549
 
                                    FORM 10-QSB/A
 
 
               (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
 September 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 September 30, 1997 is 29,003,675 shares.
 
 
 
 ========================================================================
 
 
 
 
 
                          WINNERS ALL INTERNATIONAL, INC.
 
                               INDEX TO FORM 10-QSB
 
                                SEPTEMBER 30, 1997
 
 
 PART 1 - FINANCIAL INFORMATION
 
                                                                      PAGE #
 
 Item 1.  Financial Statements
 
              Condensed Consolidated Balance Sheets -
              September 30, 1997 and December 31, 1996                 3
 
              Condensed Consolidated Statements of Operations -
              Nine Months Ended September 30, 1997 and 1996            4
 
              Condensed Consolidated Statements of Operations -
              Three Months Ended September 30, 1997 and 1996           5
 
              Condensed Consolidated Statements of Cash Flows -
              Nine Months Ended September 30, 1997 and 1996            6
 
              Notes to Condensed Consolidated Financial Statements   7-8
 
 Item 2.  Management's Discussion and Analysis of Results of
          Operations and Financial Condition                          
 
              Results of Operations                                    9
 
              Financial Conditions                                  9-10

                 Signatures                                           11


 
                                     2
 
 
                  WINNERS ALL INTERNATIONAL, INC. AND SUBSIDIARIES
                           (DEVELOPMENT-STAGE COMPANIES)
                       CONDENSED CONSOLIDATED BALANCE SHEETS
                        SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
 
                                      ASSETS
                                       September 30,        December 31,
                                           1997                1996
                                       (Unaudited)
 Current Assets:
  Cash                               $         1,966      $          -
  Expense Advances                            44,852                 -
  Stock Subscriptions Receivable              70,000                 -
  Notes and Loans Receivable                 292,717                 -
  Inventory                                    3,582                 -
  Prepaid Expenses                            22,367                 -
                                     ---------------      ---------------
          Total Current Assets               435,484                 -
                                     ---------------      ---------------
 Property and Equipment, Net                  48,315                 -
                                     ---------------      ---------------
 Other Assets:
  Deposits                                    13,880                 -
  Investment in Subsidiaries               3,559,980                 -
  Loans Payable                              325,801                 -
  Investment - License and Option              1,000                 -
  Deferred Charges, Net                       72,823                 -
                                    ----------------     ----------------
          Total Other Assets               3,973,484                 -
                                    ----------------     ----------------
                                    $      4,457,283                 -
                                    ================     ================
 
                        LIABILITIES AND STOCKHOLDERS EQUITY
 
 Current Liabilities:
   Accounts Payable
     and Accrued Liabilities        $      1,018,594    $        870,078
   Loans Payable                             308,468                 -
                                  ------------------    -----------------
     Total Current Liabilities             1,327,062             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 September 30, 1997,
    62,500 Shares Unconverted at
    December 31, 1996.                        55,035              55,035
 
 Common Stock $.01 Par Value, 60,000,000
   Shares Authorized; 29,003,675 Shares
   Issued and Outstanding September 30,
   1997; 14,471,756 Shares Issued &
   Outstanding December 31, 1996             290,036             144,717
 
 Additional Paid-in-Capital               13,479,899           8,026,114
 Accumulated(Deficit)                    (10,694,749)         (9,095,944) 
                                        -------------       -------------
    Total Stockholder' (Deficit)Equity     3,130,221            (870,078)
                                        -------------       -------------
                                        $  4,457,283        $         -
                                        =============       ============= 
 
                         SEE NOTES TO FINANCIAL STATEMENTS
 
                                           3
 
                  WINNERS ALL INTERNATIONAL, INC. AND SUBSIDIARIES
                           (DEVELOPMENT-STAGE COMPANIES)
                  CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                    (Unaudited)
 
                                        Nine months ended September 30,
                                              1997             1996
 
 REVENUES                                $       -          $     -
                                         -----------        ----------
 
 COST AND EXPENSES
   Cost of Product Development
     and Demonstrations                       45,362              -
   Royalty Expense                             2,500              -
   General and Administrative              1,484,868           26,175
   Depreciation and Amortization              10,075              -
                                         -----------        ----------
                                           1,542,805           26,175
                                         -----------        ----------
 OPERATING (LOSS)                         (1,542,805)         (26,175)
 
 OTHER INCOME (EXPENSE)                      (56,000)             -
                                         -----------        ----------
                     
 NET (LOSS)                              $(1,598,805)       $ (26,175)
                                         ------------       ----------
 
 NET (LOSS) PER COMMON SHARE             $   ( 0.074)       $  (0.002)
                                         -----------        ----------
      
 AVERAGE SHARES OUTSTANDING                21,737,716       14,471,756
                                         ============       ==========
 
 
 
 
                         SEE NOTES TO FINANCIAL STATEMENTS
 
                                    4
 
 
 
                  WINNERS ALL INTERNATIONAL, INC. AND SUBSIDIARIES
                           (DEVELOPMENT-STAGE COMPANIES)
                  CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                    (Unaudited)
 
                                         Three months ended September 30,
                                             1997               1996
 
 REVENUES                                $       -          $     -
                                         -----------        ----------
 
 COST AND EXPENSES
   Cost of Product Development
     and Demonstrations                       45,362              -
   Royalty Expense                             2,500              -
   General and Administrative                874,503           26,175
   Depreciation and Amortization               9,984              -
                                         -----------        ----------
                                             932,349           26,175
                                         -----------        ----------
 OPERATING (LOSS)                           (932,349)         (26,175)
                                 
 OTHER INCOME (EXPENSE)                          -                -
                                         -----------        ----------
 
 NET (LOSS)                              $  (932,349)       $ (26,175)
                                         -----------        ----------
 
 NET (LOSS) PER COMMON SHARE             $   ( 0.038)       $  (0.002)
                                         -----------        ----------
     
 AVERAGE SHARES OUTSTANDING                24,487,716       14,471,756
                                           ==========       ==========
 
 
                         SEE NOTES TO FINANCIAL STATEMENTS
 
                                      5
 
                  WINNERS ALL INTERNATIONAL, INC. AND SUBSIDIARIES
                           (DEVELOPMENT-STAGE COMPANIES)
                         CONDENSED CONSOLIDATED CASH FLOWS
                                    (Unaudited)
 
                                         Nine months ended September 30,
                                                 1997         1996
 
 CASH FLOWS FROM OPERATING ACTIVITIES:
   Net (Loss)                               $(1,598,805)   $ (26,175)
   Adjustments to Reconcile Net Loss to
   Net Cash Provided (Used) by Operating
   Activities:
   Depreciation and Amortization                 10,075         -
   Changes in Assets and Liabilities:
   (Increase) in Prepaid Expenses                (8,345)        -
   (Increase) in Stock Subscriptions
     Receivable                                 (70,000)
   (Increase) in Loans and Expense Advances    (111,166)        -
   Increase in Accounts Payable, Accrued
    Expenses and Payroll Taxes Payable           66,217      26,175
   (Increase) in Deferred Charges               (16,000)        -
                                              ----------   ---------
                   Total Adjustments           (130,219)     26,175
                                              ----------   ---------
 
 NET CASH (USED) PROVIDED BY OPERATING
   ACTIVITIES                                 (1,728,024)       -
                                              ----------   ---------
 
 CASH FLOWS FROM INVESTING ACTIVITIES:
    Note Receivable
     (Terminated Stock Purchase Agreement)     (250,000)        -
    Purchase of Equipment                       (25,626)        -
    Organization Costs Paid                        (208)
    License and Option Agreement                 (1,000)        -
    Loans to Company being Acquired            (136,268)        -
    Investment in Subsidiaries               (3,643,710)        -
    Deposits                                    (13,880)        -
                                             -----------   ---------
 
 NET CASH (USED) BY INVESTING ACTIVITIES:    (4,070,692)        -
                                             -----------   ---------
 
 CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from Issuance of Stock           5,599,114         -
    Proceeds from Loans                         192,753         -
                                             -----------    ---------
 
 CASH FLOWS PROVIDED FROM FINANCING
  ACTIVITIES                                  5,791,867         -
                                             -----------    ---------
 
 NET INCREASE (DECREASE) IN CASH                 (6,849)        -
 
 CASH AT THE BEGINNING OF YEAR                    8,815         -
                                             -----------    ---------
 
 CASH - SEPTEMBER 30, 1997                   $    1,966     $   -
                                             ==========     =========
 Supplemental Cash Flow Data:
   Non-cash Financing Activities
     Acquisition of Subsidiaries              3,643,710         -
     Consulting Fees                            565,900         -
     Debt Reduction                              22,500         -
                                             ----------    ----------
      Total Non-cash Financing Activities   $ 4,232,110    $    -
                                            ===========    ==========
 CASH PAID DURING THE YEAR FOR:
   Interest                                 $     1,254         -
   Income Taxes                                     -           -
                                            -----------    ----------
                                            $     1,254         -
                                            ===========    ==========
 
                        SEE NOTES TO FINANCIAL STATEMENTS
                                       6
 
               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                 WINNERS ALL INTERNATIONAL, INC. AND SUBSIDIARIES
                         (DEVELOPMENT-STAGE COMPANIES)
                                 (UNAUDITED)
 
                           PART 1. FINANCIAL INFORMATION
 
 
 ITEM 1 - FINANCIAL STATEMENTS
 
 NOTE 1 - BASIS OF PRESENTATION
 
 The accompanying unaudited consolidated financial statements of the
 Registrant have been prepared in accordance with generally accepted
 accounting principles for interim financial information and with the
 instructions to Form 10-QSB and Article 10 of Regulation S-X.
 Accordingly, they do not include all information and footnotes required
 by generally accepted accounting principles for complete financial
 statements.  In the opinion of management, all adjustments considered
 necessary for a fair presentation, (consisting of normal recurring
 accruals) have been included.  Operating results for the nine months
 ended September 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 Registrant 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 Urecoats International for the nine months ended
 September 30, 1997 and Designer Wear for the three months ended
 September 30, 1997, which represents the period subsequent to the
 acquisition of Designer Wear by the Registrant.  All significant
 inter-company accounts and transactions have been eliminated in
 consolidation.
 
 Investments in subsidiaries are accounted for on the equity method.
 (See Note 2)
 
                                       7
 
 NOTE 2 - ACQUISITION OF DESIGNER WEAR, INC.
 
 On July 1, 1997, the Registrant closed its Acquisition Agreement dated
 May 27, 1997 for Designer Wear, Inc., in which the Registrant acquired
 99.95% of the issued and outstanding capital stock of Designer Wear,
 consisting of 2,149,000 shares at $ .01 par value, of common stock, from
 the Designer Wear shareholders solely in exchange for 5,370,000 shares
 of the Registrant's restricted common stock.  Accordingly, Designer Wear
 is a majority-owned subsidiary of the Registrant.  The net assets
 acquired by the Registrant include (a) a worldwide license for use of
 the name, likeness and image of the late American actor "James Dean" on
 socks; and (b) a 49% interest in a joint venture with ROK International,
 for the worldwide promotion, development and marketing of the trademark
 "Smith and Wesson" on apparel and accessories.  Advance Royalties under
 the license are being amortized.  Refer to the Form 8-K filed with the
 Securities and Exchange Commission dated July 16, 1997, which is
 incorporated herein by this reference.
 
 On July 18, 1997, Designer Wear entered into an Acquisition Agreement
 with ROK International, Inc.  The Acquisition Agreement was closed on
 October 7, 1997.  The results of this acquisition have not been included
 in this quarter due to the Acquisition Agreement closing after September
 30, 1997.  Refer to the Form 8-K filed with the Securities and Exchange
 Commission dated October 23, 1997, which is incorporated herein by this
 reference.
 
 The value of the acquisition of Designer Wear 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 Registrant
 has recorded the acquisition as a purchase.
 
 NOTE 3 - CONSULTANTS
 
 The Registrant entered into consulting arrangements and agreements with
 several consultants for assisting it in financial matters, public
 relations, marketing, and developing its subsidiaries' business
 operations.  Each of the respective consultants were issued restrictive
 common stock and/or cash for their consulting services.  The value of
 the consulting services, where restricted common stock of the registrant
 was issued, was determined by the number of shares issued, times the
 average bid and asked prices, at the time of issuance of the shares.
 
 NOTE 4 - PRIVATE PLACEMENT
 
 The Registrant offered a Private Placement for 3,000,000 shares of its
 restricted common stock pursuant to Rule 505 under the Securities Act of
 1933, as amended, on August 1, 1997.  The stock sold was to "accredited
 investors", as defined in Section 501(a) of Regulation D under the
 Securities Act of 1933.  The Private Placement was closed on September
 30, 1997 with 2,211,919 shares being sold.  The net proceeds received
 from the private placement amounted to $180,894.00.  The net proceeds
 received on or before September 30, 1997, amounted to $87,494.00.  The
 remaining Net Proceeds amounting to $ 70,000.00 are reflected as
 Subscriptions Receivable.  The shares of restricted common stock have
 been recorded at a price per share equal to the greater of (i) thirty
 percent (30%) of the highest average bid price for the three (3)
 business days prior to the date the fully executed Subscription
 Agreement was received; or (ii) $.075 per share, whichever was greater.
 
                                       8
 
 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATION
          AND FINANCIAL CONDITIONS
 
 RESULTS OF OPERATIONS
 
 Quarter ended September 30, 1997 as compared to the Quarter Ended
 September 30, 1996:
 
 The Registrant 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 centered on reorganizing the affairs
 of the Registrant, transacting business in an effort to rebuild
 shareholder value, settle all outstanding matters, and bring the
 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 Registrant incurred significant expenses for the quarter ended
 September 30, 1997.  These expenses arose from the Registrant's
 continued efforts in beginning its new business operations.  Expenses
 incurred for the quarter ended March 31, 1997, are attributed to the
 costs of winding down former operations.
 
 As stated elsewhere in this report, the Registrant's subsidiary entered
 into a Purchase and Sale Agreement for the purchase of two new,
 unlicensed, proprietary products, which utilize recycled crumb rubber
 from used tires, and their related technologies.  The costs of the new
 Product will be reflected in the next quarter.
 
 Urecoats International stopped delivery of its licensed product under
 its purchase order to Ipseal de Mexico, S.A. de C.V. ("Ipseal"), in
 Mexico, due to problems found with the licensed product formula after
 it was applied.  Ipseal was not charged for the initial delivery.  The
 costs and expenses relating to this delivery are reflected under Cost of
 Product Development and Demonstrations.
 
 Urecoats International performed product demonstrations.  The costs and
 expenses relating to these events are reflected under Cost of Product
 Development and Demonstrations.
 
 Urecoats International purchased a trailer, equipment, accessories, and
 supplies, for the application of the licensed product.  These
 expenditures are reflected under Property and Equipment, Net, on the
 Balance Sheet.
 
 Designer Wear did not have any revenues from the sale of its licensed
 socks using the name, image and likeness of "James Dean" during the
 quarter.
 
 FINANCIAL CONDITIONS
 
 The Registrant suffered recurring losses from former operations and
 incurred new operational expenses and losses resulting in an
 accumulated  deficit of ($10,694,749).  Management of the Registrant
 established a "measurement date" of January 29, 1997, to abandon
 
                                       9
 
 former operations effective for the year ended July 31, 1995.
 Management believed that the abandonment of former operations was the
 first step necessary in  restructuring the Registrant towards future
 profitable activities.
 
 The Registrant currently does not have the liquidity or capital
 resources to fund its subsidiaries' business operations without
 raising capital, either from borrowing or from the sale of additional
 shares of stock.  In 1997, the Registrant has raised approximately
 $1,180,000.00 through the registration and sale of additional shares
 of common stock. The Registrant is raising further financing through
 the sale of additional shares of stock.  The Registrant has also
 borrowed approximately $300,000 for its new operations.  Management is
 continuing to negotiate with vendors to resolve all claims resulting
 from former operations.
 
 The Registrant continues to anticipates further sources of financing
 from letters of credit for orders of Urecoats International's sealant
 and coating products.
 
                                       10
 
 
                                    SIGNATURES
 
 In accordance with Section 13 or 15 (d) of the Exchange Act, the
 Registrant caused this Quarter Ended September 30, 1997 Form 10-QSB/A
 Report to be signed on its behalf by the undersigned, thereunto duly
 authorized, in the City of Hollywood, and State of Florida on December
 10, 1997.
 
 WINNERS ALL INTERNATIONAL, INC.
         (Registrant)
 
 
 By:   /s/ Howard Weiser
      -------------------------
       Howard Weiser
       President, Chief Executive Officer
       and Chairman of the Board
       
 
 
 By:   /s/ Edgar M. Reynolds
      -------------------------
       Edgar M. Reynolds
       Vice President, Treasurer
       and Director
 
 
                                       11