<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 QuarterEnded:                                        Commission File Number:
April 30,1996                                                    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 April 30, 1996 is 14,471,756 shares.
<PAGE>   2
                         WINNERS ALL INTERNATIONAL, INC.

                              INDEX TO FORM 10-QSB

                                 APRIL 30, 1996


PART I - FINANCIAL INFORMATION

<TABLE>
<CAPTION>

                                                                     PAGE #
                                                                     ------
<S>       <C>                                                        <C>
Item 1.   Financial Statements

          Condensed Consolidated Balance Sheets-
          April 30, 1996 and July 31, 1995                               1

          Condensed Consolidated Statements of Operations-
          Three Months Ended April 30, 1996 and 1995                     2

          Condensed Consolidated Statements of Operations-
          Nine Months Ended April 30, 1996 and 1995                      3

          Condensed Consolidated Statements of Cash Flows-
          Nine Months Ended April 30, 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

                                     ASSETS

<TABLE>
<CAPTION>
                                                      April 30,        July 31,
                                                        1996             1995
                                                     -----------      -----------
                                                     (Unaudited)
<S>                                                  <C>              <C>
Current Assets:                                      $        --      $        --
                                                     -----------      -----------
     Total Current Assets                                     --               --
                                                     -----------      -----------
Property and Equipment, Net                                   --               --

Other Assets:                                                 --               --
                                                     -----------      -----------

                                                     $        --      $        --
                                                     ===========      ===========

                     LIABILITIES AND STOCKHOLDERS (DEFICIT)

Current Liabilities:
  Accounts Payable and Accrued Expense               $   654,217      $   426,361
                                                     -----------      -----------
     Total Current Liabilities                           654,217          426,361
                                                     -----------      -----------

Commitments and Contingencies

Stockholders' (Deficit):
  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
   April 30, 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 April 30, 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                                 (8,880,083)      (8,652,227)
                                                     -----------      -----------
     Total Stockholders' (deficit)                      (654,217)        (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 April 30,
                                               --------------------------------
                                                   1996                1995
                                               ------------        ------------
<S>                                            <C>                 <C>
 REVENUES                                      $         --        $         --
                                               ------------        ------------

COST AND EXPENSES
   Royalty expense                                       --                  --

   General and administrative                        26,175             136,877
   Depreciation and amortization                         --              34,177
   Share of WinNet Loss                                  --             592,816
                                               ------------        ------------
                                                     26,175             763,870
                                               ------------        ------------

 OPERATING LOSS                                     (26,175)           (763,870)

 OTHER INCOME (EXPENSE)
    Exchange loss                                                          (781)
    Loss on disposal of assets                                         (106,408)
    Other                                                --               6,275
                                               ------------        ------------
 NET LOSS                                      $    (26,175)       $   (864,784)
                                               ============        ============

 NET LOSS PER COMMON SHARE                     $     (0.002)       $     (0.060)
                                               ============        ============

 AVERAGE SHARES OUTSTANDING                      14,471,756          13,922,529
                                               ============        ============
</TABLE>


                      SEE NOTES TO FINANCIAL STATEMENTS

                                        2
<PAGE>   5
                         WINNERS ALL INTERNATIONAL, INC
                   CONDENSED CONSOLIDATED STATEMENT OF LOSS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                 Nine months ended April 30,
                                               --------------------------------
                                                   1996                1995
                                               ------------        ------------
<S>                                            <C>                 <C>
 REVENUES                                      $         --        $         --
                                               ------------        ------------

COST AND EXPENSES
   Royalty expense                                       --             194,444
   General and administrative                       227,856           1,184,967
   Depreciation and amortization                         --             118,930
   Share of WinNet Loss                                  --             740,991
                                               ------------        ------------
                                                    227,856           2,239,332
                                               ------------        ------------

 OPERATING LOSS                                    (227,856)         (2,239,332)

 OTHER INCOME (EXPENSE)
    Exchange loss                                                          (781)
    Loss on disposal of assets                                         (106,408)
    Other                                                --              10,672
                                               ------------        ------------

 NET LOSS                                      $   (227,856)       $ (2,335,849)
                                               ============        ============

 NET LOSS PER COMMON SHARE                     $      (0.02)       $      (0.17)
                                               ============        ============

 AVERAGE SHARES OUTSTANDING                      14,471,756          13,922,529
                                               ============        ============
</TABLE>


                        SEE NOTES TO FINANCIAL STATEMENTS

                                     -3-
<PAGE>   6
                         WINNERS ALL INTERNATIONAL, INC.
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                      Nine months ended April 30,
                                                      ---------------------------
                                                        1996            1995
                                                      ---------      -----------
<S>                                                   <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (Loss)                                          $(227,856)     $(2,335,849)
  Adjustments to Reconciled Net Loss to Net
  Cash Provided (Used) by Operating Activities:
   Depreciation and Amortization                             --          118,930
  Changes in Assets and Liabilities:
    Accounts receivable-trade                                --            3,908
    Stock subscription receivable                            --         (731,250)
    Note receivable                                          --        1,000,000
    Loan Receivable                                          --         (115,389)
    Due from UC'NWIN SYSTEMS, LTD                            --          (15,500)
    Other assets                                             --          352,616
    Accounts payable and accrued expenses               227,856          153,205
    Due to Win Networl, LLC                                  --          408,735
    Other current Liabilities                                --          (18,558)
                                                      ---------      -----------

          Total Adjustments                             227,856        1,156,697
                                                      ---------      -----------
NET CASH (USED)PROVIDED BY OPERATING ACTIVITIES              --       (1,179,152)
                                                      ---------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Investment in Win Network LLC                             --       (2,833,002)
   Sale of property and equipment                            --          463,405
   Payments to acquire property and equipments               --         (699,905)
                                                      ---------      -----------
NET CASH (USED) PROVIDED BY INVESTING ACTIVITIES:            --       (3,069,502)
                                                      ---------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from issurance of common stock                   --        4,237,925
                                                      ---------      -----------
NET CASH (USED) PROVIDED BY FINANCING ACTIVITIES:            --        4,237,925
                                                      ---------      -----------
NET INCREASE (DECREASE) IN CASH                              --          (10,729)

CASH AT THE BEGINNING OF YEAR                                --          108,037
                                                      ---------      -----------
CASH AT END OF YEAR                                   $      --      $    97,308
                                                      =========      ===========

 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 nine months ended April 30, 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 April 30, 1996 as Compared to the Quarter Ended April 30, 1995

     During the quarter ended April 30, 1996, ("the 1996 Quarter) the Company
     significantly reduced its efforts towards marketing the UC'NWIN Systems.

     For the April 30, 1996 Quarter ended, The Company had operating expenses,
     excluding depreciation and amortization, of $26,175, a decrease from the
     1995 Quarter amount of $729,693. 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 1996 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 $34,177. 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 for the year ended July 31, 1995.


     FINANCIAL CONDITIONS

     The Company has suffered recurring losses from former operations resulting
     in an accumulated deficit of $(8,880,083) and a shareholder (deficit) of
     $(654,217) for the quarter ended April 30, 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 issurance 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 April 30, 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

    Charles Gargano                                   February 10,1997
---------------------------------
Charles Gargano
Director

/s/ David M. Goldblatt                                February 10,1997
---------------------------------
David M. Goldblatt
Director

    Jeffrey Goldstein                                 February 10,1997
---------------------------------
Jeffrey Goldstein
Director

/s/ Howard Weiser                                     February 10,1997
---------------------------------
Howard Weiser
Director
</TABLE>


                                      -14-