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
 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

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                                        11-15
 
 Item 6.  Exhibits and Reports on Form 8-K                            15
 
                 Signatures                                           16
 
                                     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              55,305
 
 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             261,162             144,717
 
 Additional Paid-in-Capital               13,507,773           8,026,114
 Accumulated(Deficit)                    (10,693,749)         (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              1,483,868           26,175
   Depreciation and Amortization              10,075              -
                                         -----------        ----------
                                           1,541,805           26,175
                                         -----------        ----------
 OPERATING (LOSS)                         (1,541,805)         (26,175)
 
 OTHER INCOME (EXPENSE)                      (56,000)             -
                                         -----------        ----------
                     
 NET (LOSS)                              $(1,597,805)       $ (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                873,503           26,175
   Depreciation and Amortization               9,984              -
                                         -----------        ----------
                                             931,349           26,175
                                         -----------        ----------
 OPERATING (LOSS)                           (931,349)         (26,175)
                                 
 OTHER INCOME (EXPENSE)                          -                -
                                         -----------        ----------
 
 NET (LOSS)                              $  (931,349)       $ (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)                               $(1,597,805)   $ (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          (56,166)     26,175
   (Increase) in Deferred Charges               (16,000)        -
                                              ----------   ---------
                   Total Adjustments           (139,270)     26,175
                                              ----------   ---------
 
 NET CASH (USED) PROVIDED BY OPERATING
   ACTIVITIES                                  (868,809)        -
                                              ----------   ---------
 
 CASH FLOWS FROM INVESTING ACTIVITIES:
    Note Receivable
     (Terminated Stock Purchase Agreement)     (250,000)        -
    Purchase of Equipment                       (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           5,598,114         -
    Proceeds from Loans                         192,753         -
                                             -----------    ---------
 
 CASH FLOWS PROVIDED FROM FINANCING
  ACTIVITIES                                  5,800,918         -
                                             -----------    ---------
 
 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                                     -           -
                                            -----------    ----------
                                            $     1,245         -
                                            ===========    ==========
 
                        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.
 
 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 costs
 of goods sold.
 
 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 ($10,693,749).  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.
 
 
                            PART II - OTHER INFORMATION
 
 ITEM 1 - LEGAL PROCEEDINGS
 
 (A)  From the former abandoned operations of the Registrant, 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 Registrant and Davidoff and
 Molito, former legal counsel for the Registrant, for breach of
 purported executive employment contract. As a result of the absence
 of counsel on behalf of the Registrant, a motion for final default
 judgment was granted and a hearing date of June 19, 1997 was
 established to determine damages.  Damages were determined to be
 approximately $145,000 by the Court.  Present Management hired new
 counsel to appeal the judgment and/or negotiate a settlement.  The
 outcome of these proceedings cannot be determined, and negotiations
 are continuing, at the present time.
 
 (B) From the former abandoned operations of the Registrant, several
 lawsuits in Florida and Georgia, were recorded against WinNet, a
 member of the WinNet joint venture, and the Registrant.  Present
 Management is of the opinion that these lawsuits are without merit.
 
 (C) From the former abandoned operations of the Registrant, 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 Registrant, UC'NWIN Systems
 Corporation, a  consultant to UC'NWIN Systems Corporation and a
 beneficiary to the EB and PB Trusts.  In this 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
 
                                      10
 
 stock in UC'NWIN Systems Corporation for approximately $1,000,000,
 the Plaintiff does not identify the damage that it allegedly
 incurred.  Present Management believes this lawsuit is without
 merit.  The outcome cannot be determined at the present time.
 
 (D) From the former abandoned operations of the Registrant, on
 April 17, 1995, AG Industries sued the Registrant 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 Registrant
 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.  Present Management
 has received nothing regarding further discovery on this matter
 and the outcome cannot be determined at the present time.
 
 (E) From the former abandoned operations of the Registrant, on
 January 29, 1997, the Board of Directors of the Registrant, due to
 financial restraints, ratified that all past and current litigation,
 and inquiries, against Brian A. Travis, a former President of the
 Registrant, shall cease. The Board recognized that all current and
 future resources should be directed towards achieving the objective
 of obtaining and operating future profitable businesses.  Although
 no formal settlement has been signed, present Management is of the
 opinion that all litigation between the Registrant and Brian Travis
 has been mutually terminated.
 
 (F) From the former abandoned operations of the Registrant, present
 Management was made aware of a judgment by Finova Capital Corporation
 of approximately $11,000.00, entered in January 1997.  Present
 Management has negotiated a settlement of $8,500.00 and has paid
 $1,000 towards this settlement.
 
 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
 
 CURRENT EVENTS
 
 On October 15, 1997, the Registrant entered into an Agreement with
 Millennium Holdings Group, Inc. ("Millennium Holdings"), a New York
 Corporation, for corporate consulting services in the areas of mergers
 and acquisitions, corporate finance, corporate financial relations,
 introductions to other corporate relations companies and other
 financial services ("Consulting Agreement"). The terms and conditions,
 in relevant part, of the Consulting Agreement provide for compensation
 to Millennium Holdings as follows:

 (a) three hundred and seventy five thousand (375,000) shares
  of the Registrant's restricted stock for three hundred and
  seventy five dollars ($375.00) (the "Shares")upon execution
  of the Consulting Agreement, with registration rights as
  described below;
 
                                 11
 
 (b) two hundred thousand (200,000) registered options based
  at the bid in lieu of services for Millennium Holdings one year
  fee for consulting services;
 (c) two hundred thousand (200,000 shares) registered options
  at the bid the day the Consulting Agreement was signed;
 (d) two hundred ad fifty thousand (250,000) registered options
  at seventy-five cents ($ .75) good until October 15, 1999;
 (e) three hundred thousand (300,000) registered options at one
  dollar and fifty cents ($1.50) good until October 15, 1999; and
 (f) one hundred and fifty thousand (150,000) registered options
  at two dollars ($2.00) good until October 15, 1999.


 Under the Consulting Agreement, in connection with the location and
 identification of potential candidates for corporate merger and/or
 acquisition, Millennium Holdings shall be entitled to receive
 compensation in an amount equal to ten percent (10%) of the value of the
 total price paid by the Registrant for any completed merger or
 acquisition with an identity located and/or identified by Millennium
 Holdings (the "Transaction").  One-half of Millennium Holdings' fee
 shall be paid in cash and one-half in shares of the Registrant's
 restricted stock, with "piggyback" registration rights as described
 below.  In the event no cash is paid in the Transaction, then the entire
 fee shall be payable in shares of the Registrant's restricted stock;
 should the Transaction involve all cash, then the entire fee to
 Millennium Holdings shall be payable in cash.
 
 Further, under the Consulting Agreement, should the Registrant file any
 registration statement with the SEC for any of its securities to yield
 gross proceeds of at least $1,000,000.00, at any time subsequent to the
 date of execution of the Consulting Agreement, the Registrant shall
 provide prior written notice of its intention to Millennium Holdings and
 to any subsequent holder of any portion of the Shares, at written
 request and direction of Millennium Holdings and/or subsequent holders,
 shall thereupon be included in such registration statement.  In the
 event of NASD-registered broker-dealer executing a letter of intent to
 conduct a firm commitment underwriting of the Registrant's securities,
 with anticipated gross proceeds of at least $1,000,000.00, and shall
 require that all of the Registrant's shareholders waiver registration
 rights, Millennium Holdings will provide a written waiver of its
 registration right.
 
 On October 24, 1997, Perma Seal International, Inc. changed its name to
 Urecoats International, Inc. ("Urecoats Inernational").
 
 On October 30, 1997, Urecoats International entered into a Purchase
 and Sale Agreement with Creative Chemical Company (3C), a company in
 London, Ontario, Canada, for the purchase of two proprietary products,
 which utilize recycled crumb rubber from used tires, and their related
 technologies (hereinafter collectively referred to as "Product").  The
 terms and conditions of the Agreement include an outright purchase
 of the Product, for two payments of $25,000.00 in cash and $30,000.00
 in the Registrant's restricted common stock.  The issuance of
 $30,000.00 of the Registrant's common stock will take place after the
 first spray and application of the Product, which is expected to take
 place during the month of November, and the remaining $25,000.00 in cash
 will be paid when Urecoats International begins delivery under its
 purchase order to Mexico with the new Product.
 
                                       12
 
 On June 13, 1997, Urecoats International, under its former name of
 Perma Seal International, Inc., and Ultimate Urethane Roofing, Inc.
 ("Ultimate Urethane"), entered into a License and Option Agreement
 ("Agreement"), wherein Urecoats International was granted an exclusive
 worldwide license, with options to purchase one hundred percent (100%)
 of the capital stock of Ultimate Urethane, for a sealant and coating
 manufacturing, distribution and application process, utilizing recycled
 materials ("Process"), and to manufacture, use and/or sublicense or
 cause to be manufactured, used and/or sublicensed that Process, from
 Ultimate Urethane.
 
 On October 6, 1997, Urecoats International, under its former name of
 Perma Seal International, Inc., based on problems encountered with its
 licensed formula, Ultimate Urethane Roofing, Inc. and Alan Robertson,
 respectively, executed a Letter of Agreement and Amendment to the
 License and Option Agreement dated June 30, 1997 (the "Agreements").
 Under the Agreements, in part, the Parties agreed that the License and
 Option Agreement would be a nonexclusive license, with no advance
 royalties, effective July 1, 1997, Royalty payments at five percent
 (5%), noncompetition in Mexico, cancellation of consulting
 arrangement with Robertson, settlement of outstanding consulting fees,
 advance royalty payments and expenses, and payment of $20,000.00 to
 Robertson and Ultimate Urethane in four installments at $5,000.00 on
 October 6, 1997, October 21, 1997, November 5, 1997, and November 19,
 1997.  The Advance Royalty payment made to Ultimate Urethane for July,
 1997, will be reclassified as an expense for consulting services in the
 next quarter due to the Agreements being executed after September 30, 1997.
 
 On July 17, 1997, Urecoats International, Inc., under its former name
 Perma Seal International, Inc., and Polymer Creation, Inc. ("Polymer
 Creation"), had entered into a Commercial Lease and Option Agreement
 ("Commercial Agreement"), for 27.06 acres of land and a building and
 all other improvements thereon situated in the City of Roberta, County
 of Crawford, State of Georgia, described as the  "Roberta Facility"
 located at Route 2, Highway 341 South, Roberta, Georgia 31078. The
 Commercial Agreement provides for an original term of one (1) year,
 commencing August 1, 1997, and terminating on July 31, 1998, with up to
 two (2) consecutive one (1) year renewal terms. The Commercial Agreement
 is intended to be a Net Lease, whereas Urecoats International's
 annualized net monthly cost is expected to be $6,778 per month. The
 Commercial Agreement includes a Purchase Option for the Roberta Facility
 within one year for $475,000.00.  On August 15, 1997, Urecoats
 International, under its former name of Perma Seal International, Inc.,
 and Polymer Creation, amended the Commercial Agreement to have a
 commencement date of August 15, 1997.
 
 On July 26, 1997, Urecoats International, under its former name of Perma
 Seal International, Inc., received a letter from the Crawford County
 Commission, where it pledged to assist Urecoats International with the
 infrastructure of Land, Accel and Decel Lanes, Water and Sewer Lines,
 Other future Facilities, Buildings and Land needs, Financial Assistance
 from the Roberta/Crawford County Development Authority, Rail Road Spur,
 Power Lines, Tax Exemptions, Employment Requirements and Related Tax
 Credits - Development Authority, Employment Tax Credits, and Sealant and
 Coating Products, Tax Exemptions and Grants, in relation to Urecoats
 International's start-up manufacturing, production and distribution
 operations at the Roberta Facility.  The Commercial Agreement described
 
                                      13 
 
 above included initially, as part of the Net Lease payment, payment for
 building taxes.  The Crawford County Commission stated in its July 26,
 1997 letter that no taxes on the building will be due for the 1997
 calendar year.  The Net Lease payment now amounts to $6,119.76 per
 month.
 
 On October 29, 1997, Urecoats International received a letter from the
 Crawford County Commission, wherein Urecoats International was advised
 that grant monies have been made available for the Roberta Facility
 project, including funding for accel/decel lanes, paving of the streets
 into the complex and existing building, water and sewer lines will be
 provided, and fire hydrants will be placed at strategic locations.  A
 $250,000.00 grant has also been approved for some equipment for the
 building provided that criteria required by the Department of Community
 of Affairs can be met, which relates to employment of some low to
 moderate income employees.  Specialized training for certain skills will
 also be provided at no cost to Urecoats International.
 
 On July 10, 1997, Urecoats International, under its former name of Perma
 Seal International, Inc., had entered into a Purchase Agreement with
 EnviroEngineering, L.L.C., for the purchase of equipment for the Roberta
 Facility, for $40,000.00 in cash.  The terms and conditions of the
 Purchase Agreement required a $5,000.00 down payment and the remaining
 $35,000.00 upon delivery of the equipment at the Roberta Facility. 
 Urecoats International made the $5,000.00 down payment but has taken
 delivery of the equipment at this time.  An additional payment of
 $3,780.00 has been paid to EnviroEngineering, L.L.C. for half of the
 shipping costs, which are not included in the purchase price. The
 $5,000.00 deposit and $3,780.00 for shipping are reflected as deposits
 on equipment - Roberta Facility in the financial statements.  Urecoats
 International expects to pay for the equipment under the Purchase
 Agreement out of the equipment grant described above.
 
 On June 30, 1997, Urecoats International, under its former name of Perma
 Seal International, Inc., and Envio Dynamics  Corporation ("Envio
 Dynamics") executed an Agreement and Mutual General Release ("Mutual
 General Release"), terminating any and all agreements between each of
 the parties, including the Stock Purchase Agreement dated February 21,
 1997 and the International Distribution Agreement dated on or about
 January  27, 1997.  As part of that Mutual General Release, Envio
 Dynamics signed a Promissory Note payable within thirty (30) days for
 $250,000 to Urecoats International. To date, the Promissory Note has not
 been satisfied by Envio Dynamics.  Urecoats International has advised
 its legal counsel to pursue collection.
 
 On May 27, 1997, the Registrant entered into an Acquisition Agreement
 with Designer Wear, Inc. (hereinafter referred to as "Designer Wear").
 The Acquisition Agreement was closed on July 1, 1997.  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.  Refer to the Form 8-K filed with the Securities and
 Exchange Commission dated October 23, 1997, which is incorporated herein
 by this reference.
 
                                      14 
 
 On September 23, 1997, Howard Weiser was appointed as the new President
 and Chief Executive Officer of the Registrant by the Board of Directors.
 Howard Weiser also resigned as Treasurer of the Registrant on September
 23, 1997.  Howard Weiser was previously appointed Chairman of the Board
 and such appointment was ratified by the Board on July 29, 1997.
 
 On September 23, 1997, Edgar M. Reynolds resigned as President and Chief
 Executive Officer of the Registrant.  Edgar M. Reynolds was appointed
 as Vice President and Treasurer of the Registrant by the Board on
 September 23, 1997.
   
 On October 16, 1997, the Registrant received a facsimile notice from
 Harry W. Brooks, Jr. indicating that he resigned from the Board of
 Directors.
 
 ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
 
 (a) EXHIBITS - NONE
 (b) FORM 8-KS:
 
     (i)  Form 8-K filed on July 16, 1997.
     (ii) Form 8-K filed on October 23, 1997.
 
                                       15
 
 
                                    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
 Report to be signed on its behalf by the undersigned, thereunto duly
 authorized, in the City of Hollywood, and State of Florida on November
 17, 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
 
 
                                       16