U.S. SECURITIES AND EXCHANGE COMMISSION

                      WASHINGTON, DC 20549


                          Form 10-QSB


     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
             OF THE SECURITIES EXCHANGE ACT OF 1934


         For the quarterly period ended June 30, 2000
                                        -------------

    [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
             OF THE SECURITIES EXCHANGE ACT OF 1934


          For the transition period from ---- to ----


               Commission File number 0-22954

                   THE WINNER'S EDGE.COM, INC.
          ----------------------------------------------
          (Name of Small Business Issuer in its Charter)


          Delaware                                       65-0952186
---------------------------------                   -------------------
  (State or other jurisdiction                        (IRS Employer
of incorporation or organization)                   Identification No.)


  1900 Corporate Boulevard, Suite 400 East, Boca Raton, FL 33431
  --------------------------------------------------------------
   (Address of principal executive offices, including zip code)


                          (561) 988-3333
                   ---------------------------
                   (Issuer's telephone number)


      -----------------------------------------------------
      (Former name, former address, and former fiscal year,
                  if changed since last report)


Indicate by check mark whether the 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 the
registrant was required to file such reports) and (2) has been subject to
filing requirements forvthe past 90 days.   Yes [X]          No [_]

The number of shares of Common Stock, par value $ .01 per share, issued and
outstanding as of August 10, 2000 is 28,209,200


<PAGE>

                  THE WINNER'S EDGE.COM, INC

                      INDEX TO FORM 10-QSB

                         June 30, 2000


PART I.    FINANCIAL INFORMATION

     Item 1.   Financial Statements

               Balance Sheet - Six months ended June 30, 2000
               (Unaudited) and December 31, 1999 (Audited).

               Statement of Operations -  Three months and six
               months ended June 30, 2000 and 1999 (Unaudited) and
               July 8, 1998 (inception) to June 30, 2000.

               Statement of Cash Flows - Six months ended June 30,
               2000 and 1999 (Unaudited) and July 8, 1998
               (inception) to June 30, 2000.

               Statement of Deficiency in Assets - Six Months
               ended June 30, 2000.

               Notes to Financial Statements.

     Item 2.   Management's Discussion and Analysis of Financial
               Condition or Plan of Operation.

PART II.   OTHER INFORMATION

     Item 1.   Legal Proceedings

     Item 2.   Changes in Securities

     Item 3.   Defaults Upon Senior Securities

     Item 4.   Submission of Matters to a Vote of Security-Holders

     Item 5.   Other Information

     Item 6.   Exhibits and Reports on Form 8-K

SIGNATURES


                                   -2-

<PAGE>

                      THE WINNER'S EDGE.COM, INC.
                   (A Development Stage Enterprise)



                  PART I.  FINANCIAL INFORMATION


Item 1.   Financial Statements










                                   -3-

<PAGE>

                   THE WINNER'S EDGE.COM, INC.
                (A Development Stage Enterprise)
                          BALANCE SHEET

<TABLE>
<CAPTION>
                             ASSETS
                             ------

                                        June 30,      December 31,
                                         2000            1999
                                       ----------     -----------
<S>                                    <C>            <C>
CURRENT ASSETS:
  Cash                                 $    2,797     $    2,873
  Prepaid expenses                         35,000            -
                                       ----------     ----------
    TOTAL CURRENT ASSETS                   37,797          2,873

EQUIPMENT, net of accumulated
 depreciation $34,731 and
 $24,736, respectively                    102,535         82,519
                                       ----------     ----------
TOTAL ASSETS                           $  140,332     $   85,392
                                       ==========     ==========

        LIABILITIES AND DEFICIENCY IN ASSETS
        ------------------------------------

CURRENT LIABILITIES:
  Accounts payable and accrued
    liabilities                        $  420,948     $   71,917
  Due to related parties                  142,573        188,597
                                       ----------     ----------
     TOTAL CURRENT LIABILITIES            563,521        260,514
                                       ----------     ----------
COMMITMENTS AND CONTINGENCIES                 -              -

DEFICIENCY IN ASSETS:
  Common stock $.01 par value;
   authorized 60,000,000 shares;
   27,430,941 shares issued
   and outstanding at June 30, 2000
   and December 31, 1999                  274,309        269,559
 Additional paid-in capital               103,750         38,500
 Accumulated deficit                     (801,248)      (483,181)
                                       ----------     ----------
                                         (423,189)      (175,122)
TOTAL LIABILITIES AND
  DEFICIENCY IN ASSETS                 $  140,332     $   85,392
                                       ==========     ==========





See accompanying notes to financial statements.



                                   -4-

<PAGE>


                        THE WINNER'S EDGE.COM, INC.
                      (A Development Stage Enterprise)
                           STATEMENT OF OPERATIONS


</TABLE>
<TABLE>
<CAPTION>
                                                                                           July 8, 1998
                                 Three Months Ended             Six Months Ended            (Inception)
                                       June 30,                       June 30,              to June 30,
                                 2000           1999           2000           1999             2000
                             -----------    -----------    -----------    -----------      -----------
<S>                          <C>            <C>            <C>            <C>              <C>

NET REVENUES                 $     2,355    $     2,929    $     6,108    $     3,292      $    21,454

EXPENSES:
 Selling, general and
   administrative                 53,623        115,597        289,175        215,430          732,670
 Advertising                        -               -             -              -              17,106
 Stock based compensation         17,500            -           35,000         35,000           71,250
                             -----------    -----------    -----------    -----------      -----------
         TOTAL EXPENSES           71,123        115,597        324,175        250,430          821,026
                             -----------    -----------    -----------    -----------      -----------

NET LOSS                     $   (68,768)   $  (112,668)   $  (318,067)   $  (247,138)     $   799,572
                             ===========    ===========    ===========    ===========      ===========
WEIGHTED AVERAGE
 NUMBER OF COMMON SHARES
 SHARE OUTSTANDING            27,430,941     13,752,971     27,197,608     13,586,304
                             ===========    ===========    ===========    ===========

NET LOSS PER COMMON SHARE    $       -      $      (.01)   $     (.001)   $      (.02)
                             ===========    ===========    ===========    ===========

</TABLE>






See accompanying notes to financial statements



                                   -5-

<PAGE>

                           THE WINNER'S EDGE.COM, INC.
                         (A Development Stage Enterprise)
                         STATEMENT OF DEFICIENCY IN ASSETS

<TABLE>
<CAPTION>
                                     Common Stock           Additional
                                   $.0001 Par Value         Paid-In       Accumulated
                                 Shares        Amount       Capital       (Deficit)        Total
                              ----------     ---------      ----------    -----------   -----------
<S>                           <C>            <C>            <C>           <C>           <C>

Balance - December 31, 1999   26,955,941     $ 269,559      $   38,500    $ (483,181)   $ (175,122)

 Stock issued for services       475,000         4,750          65,250           -          70,000

Net Loss for period                  -             -               -        (318,067)     (318,067)
                              ----------     ---------      ----------    ----------    ----------
Balance - June 30, 2000       27,430,941     $ 274,309      $  103,750    $ (801,248)   $ (423,189)
                              ==========     =========      ==========    ==========    ==========

</TABLE>












See accompanying notes to consolidated financial statements.




                                   -6-

<PAGE>

                        THE WINNER'S EDGE.COM, INC.
                      (A Development Stage Enterprise)
                         STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>                                                                       July 8, 1998
                                                   Six Months Ended              (Inception)
                                                 June 30,       June 30,         to June 30,
                                                   2000           1999              2000
                                                (Unaudited)    (Unaudited)       (Unaudited)
                                                -----------    -----------      ------------
<S>                                             <C>            <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                       $ (318,067)    $(247,138)        $(799,572)
 Adjustments to reconcile net loss
  loss to net cash used
  in operating activities:
    Depreciation                                    10,000        14,886            34,736
    Stock based on compensation                     35,000        35,000            71,250
 Changes in assets and liabilities:
    Accounts payable and accrued liabilities       349,031       178,595           420,948
    Due to related parties                         (46,024)       17,573           142,573
                                                ----------     ---------         ---------
  Net cash provided (used) operating
     activities                                     29,940        (1,084)         (130,065)
                                                ----------     ---------         ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Equipment                                         (30,016)          -            (137,271)
                                                ----------     ---------         ---------
    Net cash used in investing activities          (30,016)          -            (137,271)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net cash provided by financing activities            -             -             270,133

NET INCREASE (DECREASE) IN CASH                        (76)       (1,084)           (2,797)
                                                ----------     ---------         ---------
CASH AT BEGINNING OF PERIOD                          2,873         1,084               -
                                                ----------     ---------         ---------
CASH AT END OF PERIOD                           $    2,797     $     -           $   2,797
                                                ==========     =========         =========
SUPPLEMENTAL CASH FLOW INFORMATION:
 Cash paid for:
    Interest                                    $      -       $     -          $      -
    Taxes                                              -             -                 -

NON-CASH FINANCING ACTIVITIES:
 Common stock issued for services               $   70,000     $  35,000        $  105,000
                                                ==========     =========         =========

</TABLE>


See accompanying notes to consolidated financial statements.



                                   -7-

<PAGE>


                      THE WINNER'S EDGE.COM, INC.
                    (A Development Stage Enterprise)
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              (UNAUDITED)


NOTE 1 -  BASIS OF PRESENTATION
          ---------------------

          The accompanying unaudited consolidated financial
          statements of The Winner's Edge.com, Inc. (the "Company")
          have been prepared in accordance with generally accepted
          accounting principles for interim financial information
          and with the instructions to Form 10-QSB and Regulation
          S-B.  Accordingly, they do not include all of the
          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.  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 and disclosure of
          contingent 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.  Operating results for
          expected for the six months period ended June 30, 2000
          are not necessarily indicative of the results that may be
          expected for the year ending December 31, 2000.  For
          further information, refer to the financial statements
          and footnotes thereto included in the Company's Annual
          Report on Form 10-KSB for the year ended December 31,
          1999.  Per share data for the periods are based upon the
          weighted average number of shares of common stock
          outstanding during such periods, plus net additional
          shares issued upon exercise of options and warrants.

NOTE 2 -  EQUITY TRANSACTIONS
          -------------------

          The Company issued 700,000 shares of common stock for
          legal services to be rendered for the year 2000. The
          legal services have been valued at $70,000 and the pro-
          rated portion of $35,000 has been expensed. Also included
          in the shares issued is a 225,000 share reduction due to
          a reclassification error from 1999.

NOTE 3 -  DISPUTED PAYABLES
          -----------------

          Included in accounts payable is $215,000 due to a
          consultant, which amount the Company believes is not due
          pursuant to the terms of the contract signed with the
          consultant. The consultant has requested to be paid. Such
          amount has been recorded to quantify the contingency.



                                   -8-

<PAGE>


                       THE WINNER'S EDGE.COM, INC.
                    (A Development Stage Enterprise)
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (UNAUDITED)



NOTE 4 -  SUBSEQUENT EVENTS
          -----------------

          In August 2000, an officer of the Company and a principal
          shareholder converted indebtedness owed to him by the
          Company in the amount of $66,152 for 778,259 shares of
          the Company's common stock.

NOTE 5 -  NEW ACCOUNTING PRONOUNCEMENTS
          -----------------------------

          In March 2000, the Company adopted EITF 00-2, "Accounting
          for Web-Site Development Costs". The EITF 00-2 requires
          certain web-site development costs to be expensed and
          others to be capitalized. During the six months ended
          June 30, 2000, no web-site development costs were
          incurred, which would be capitalized pursuant to the
          EITF. All such web-site costs were expensed as incurred.












                                -9-

<PAGE>



ITEM 2 -  MANAGEMENT'S DISCUSSION AND ANALYSIS

     Plan of Operation
     -----------------

     The Registrant is presently a development stage company
conducting minimal business operations.  The Company is attempting
to effect a merger, exchange of capital stock, asset acquisition or
other similar business combination (a "Business Combination") with
an operating or development stage business which the Registrant may
consider to have significant growth potential within the
thoroughbred horseracing or a related industry.

     As indicated above, management has determined that the
Company's business plan during the next twelve (12) months is
primarily to seek one or more potential businesses which may, in
the opinion of management, warrant the Company's involvement.  The
Company recognizes that as a result of its limited financial,
managerial or other resources, the number of suitable potential
businesses which may be available to it will be extremely limited.
In seeking to attain its business objective, the Company will focus
on the thoroughbred horseracing industry, but will not restrict its
search to any particular industry.  Management's discretion is
unrestricted and it may participate in any business whatsoever
which may, in the opinion of management, meet the business
objectives discussed herein.  It is emphasized that the business
objectives discussed herein are extremely general and are not
intended to be restrictive upon the discretion of management.  As
of the date of this report, the Company has chosen to focus on the
particular area of thoroughbred horseracing in which its proposes
to engage and has not conducted any market studies with respect to
any other business or industry.

     The Company will not restrict its search to any specific
industry, except as set forth above.  At this time, it is
impossible to determine the needs of the business in which the
Company may seek to participate, and whether such business may
require additional capital, management, or may be seeking other
advantages which the Company may offer.

     Possible business endeavors may involve the acquisition of or
a merger with a company which does not need additional equity, but
seeks to establish a public trading market for its securities.
Businesses which seek the Company's participation in their
operations may desire to do so to avoid what such businesses deem
to be adverse factors related to undertaking a public offering.
Such factors include substantial time requirements and legal costs,
along with other conditions or requirements imposed by Federal and
state securities laws.



                                -10-

<PAGE>


     The analysis of potential business endeavors will be
undertaken by, or under, the supervision of the Company's
management.  Management is comprised of individuals of varying
business experiences, and management will rely on their own
business judgment in formulating decisions as to the types of
businesses which the Company may acquire or in which the Company
may participate.  It is quite possible that management will not
have any business experience or expertise in the type of businesses
engaged in by a potential business which may be investigated by the
Company.

     It is anticipated that locating and investigating specific
proposals will take a substantial period of time, although the time
such process will take can by no means be assured.  Further, even
after a business is located, the negotiation, drafting and
execution of relevant agreements, disclosure documents and other
instruments may require substantial additional time, effort and
attention on the part of management, as well as substantial costs
for attorneys, accountants and others.  If a decision is made not
to participate in a specific business endeavor, the costs
theretofore incurred in the related investigation might not be
recoverable.  Furthermore, even if an agreement were reached for
the participation in a specific business, the failure to consummate
that transaction might result in the loss to the Company of the
related costs incurred.

     The Company currently does not have the liquidity or capital
resources to fund the Company without raising capital either from
debt or equity funding sources.  It is anticipated that the
Company's current management and others will fund the Company's
operations, if required, by loans and/or contributions of capital.
For its operations to date, the Company has borrowed approximately
$150,000 from Drake Alexander and Associates, Inc., a venture
capital firm owned by two of the directors of the Company and has
raised smaller amounts through the private sale of restricted
common stock. The Company has engaged the services of vanAar, Inc.
as a consultant to assist and advise in the management and
organizational development of the Company and to explore interim
financing through short-term lending, private placement with
accredited investors, or both, in the event a business combination
cannot be effectuated.

     The Company knows of no unusual or infrequent events or
transactions, nor significant economic changes that could
materially affect the amount of its reported income from continuing
operations for the period ending June 30, 2000.





                                -11-

<PAGE>


                               PART II
                               -------


Item 1.   LEGAL PROCEEDINGS
          -----------------

          Not applicable.


Item 2.   CHANGE IN SECURITIES
          --------------------

          Not Applicable


Item 3.   DEFAULTS UPON SENIOR SECURITIES
          -------------------------------

          Not Applicable


Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
          ---------------------------------------------------

          Not Applicable


Item 5.   OTHER INFORMATION
          -----------------

          Not Applicable


Item 6.   EXHIBITS AND REPORTS ON FORM 8-K
          --------------------------------

          (a)  There are no exhibits required to be filed for the
               period covered by this Report.

          (b)  There were no reports on Form 8-K filed during the
               period.





                                -12-

<PAGE>


                            SIGNATURES

     In accordance with the requirements of the Exchange Act, the
Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                THE WINNER'S EDGE.COM, INC.



August 18, 2000                 By:/s/ Michael E. Fasci
                                   Michael E. Fasci, Chief Financial
                                   Officer








                                -13-

<PAGE>