SECURITIES & EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  FORM 1O-QSB/A

(X)  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

         For the quarterly period ended March 31, 2000.

                                       or

( )  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

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

                           Commission File No. 0-26665

                         WINNERS INTERNET NETWORK, INC.
                       -----------------------------------
                       (Name of registrant in its charter)

                    NEVADA                        91-1844567
           (State of incorporation)   (I.R.S.Employer Identification No.)

                               145 OVIEDO STREET
                          ST. AUGUSTINE, FLORIDA 32084
              ---------------------------------------------------
              (Address of principal executive offices) (zip code)


                                  (904)824-7447
                -------------------------------------------------
               (Registrant's telephone number including area code)

                       GLENNAIRE FINANCIAL SERVICES, INC.
            (Former name of registrant, if changed since last report)
                          3158 REDHILL AVE., SUITE 240
                          COSTA MESA, CALIFORNIA 92626
          (Former address of registrant, if changed since last report)


Indicate by check mark whether the Registrant (1) had 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 such  filing
requirements for the past 90 days. Yes X No
                                      ---   ---

The number of shares  outstanding of Registrant's  common stock, par value $.001
per share, as of November 17, 2000 were 20,984,339 common shares.


<PAGE>



Text of the Amendment

Explanatory note:

Each of the below  listed  items is hereby  amended by deleting  the item in its
entirety and replacing it with the items attached hereto and filed herewith.

The purpose of this  amendment is to amend the  Company's  10-QSB for the period
ending March 31, 2000 (the "Original  Filing").  The amendment is being filed as
of result of the Company  having  eliminated the  previously  reported  software
licensing revenue of $3,000,000 from its Quarterly Report on Form 10-QSB for the
nine month period ended September 30, 2000. The software  licensing  revenue had
been reported from the December 1999 software exchange  agreement with CyberLink
where the Company acquired the Plus Network software. Elimination of the revenue
was deemed  necessary  for the financial  statements  to be consistent  with all
applicable accounting  standards.  The Company also eliminated $3,000,000 of the
previously  reported  asset  value of the  software  for the same  reasons.  The
revised reporting of this transaction is in accordance with APB 29 in connection
with Securities and Exchange Commission review of the Company's filed reports.


<PAGE>

Item 1.           Financial Statements


                         WINNERS INTERNET NETWORK, INC.
                                 Balance Sheet
                         For the Period Ended March 31
                                  (unaudited)


<TABLE>
<CAPTION>
                                                                  2000                   1999
                                                                  ----                   ----
ASSETS:

Current Assets:
<S>                                                          <C>                      <C>
    Cash in Bank                                             $ 156,217                363,058
    Accounts Receivable                                        268,900                225,000
                                                         --------------         --------------
        Total current assets                                   425,117                588,058

Fixed Assets:
    Software                                                 1,300,000                300,000
    SupraNet AG                                                116,250                      -
    Equipment                                                   84,269                 85,801
    Furniture & Fixtures                                         4,489                  4,489
    Vehicle                                                     44,520                 44,520
                                                         --------------         --------------
       Less Depreciation                                       (61,563)               (61,563)
                                                         --------------         --------------
          Total fixed assets                                 1,487,965                373,247

Other Assets:
    Prepaid Expenses                                                 -                318,949
                                                         --------------         --------------
        Total other assets                                           -                318,949
         Total assets                                       $1,913,082             $1,280,254
                                                         ==============         ==============

LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
    Accounts payable                                          $ 11,445               $142,431
    Loan Payabe                                                 59,000                      -
    Note Payable - Ford Credit                                  10,998                 13,915
                                                         --------------         --------------
        Total current liabilities                               81,443                156,346

Stockholders' equity
    Common Stock, par value $0.001: 50,000,000 shares
      authorized;  19,612,889 shares issued and
      outstanding for 1999, and 15,116,355 shares issued        19,613                 15,116
      and outstanding for 1998.
   Additional Paid-In Capital                                5,333,476              3,151,468
   Accumulated Defict                                       (3,521,450)            (2,042,676)
                                                         --------------         --------------
         Total stockholders' equity                          1,831,639              1,123,908

         Total liabilities & stock equity                   $1,913,082             $1,280,254
                                                         ==============         ==============
</TABLE>


    The accompany notes are an integral part of these financial statements.
<PAGE>
                         WINNERS INTERNET NEWORK, INC.
                             Statement of Cash Flow
                         For the Period Ended March 31
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                            2000                   1999
                                                            ----                   ----

CASH FLOW FROM OPERATING ACTIVITIES:
<S>                                                  <C>                      <C>
   Net Income                                        $(1,503,084)             $ 114,070

CHANGES IN ASSETS & LIABILITIES:
   GGLS Payable                                                -               (250,000)
   Accounts Payable                                      130,986                138,594
   Accounts Receivable                                   (43,900)
   Accrued Expenses                                            -                (29,554)
   Notes Payable - Ford Credit                             2,917                (13,915)
   Prepaid Expenses                                     (107,782)               318,949
                                                   --------------         --------------
Net Cash Provided by Operating Activities             (1,520,863)               278,144

CASH FLOWS USED FOR INVESTING ACTIVITIES:
   Capital Expenditure                                (1,114,718)              (134,810)
                                                   --------------         --------------
Net Cash Used for Investing Activities                (1,114,718)              (134,810)

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from Loan                                     59,000                      -
   Issuance of Ordinary Shares                         2,789,932                219,707
                                                   --------------         --------------
Net Cash Provided by Financing                         2,789,932                219,707

Net Cash in Cash & Cash Equivalents                      154,351                363,041
Cash & Cash Equivalents at Beginning of Period             1,866                     17
                                                   --------------         --------------
Cash & Cash Equivalents at End of Period               $ 156,217              $ 363,058
                                                   ==============         ==============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash Paid During the Year for:

   Interest                                                    -                      -
   Income Taxes                                                -                      -
</TABLE>


The accompany notes are an integral part of these financial statements.


<PAGE>
                         WINNERS INTERNET NETWORK, INC.
                            Statement of Operations
                         For the Period Ended March 31
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                   2000                    1999
                                                   ----                    ----

REVENUE:
<S>                                            <C>                    <C>
   Processing Income                           $ 13,335               $ 249,332
                                           -------------         ---------------
Total Revenue                                    13,335                 249,332

EXPENSES:
   Bank Charges                                   $ 547                    $ 96
   Commission                                         -                  12,500
   Consulting Fees                               41,901                   2,100
   Dues & Subscriptions                           3,100                      60
   Insurance                                     17,305                     137
   Internet                                       2,000                   2,400
   Marketing                                  1,265,327                       -
   Meals & Entertainment                              -                      31
   Office Expenses                                3,351                     124
   Postage & Freight                              1,120                     200
   Professional & Legal Fees                     25,960                  15,000
   Rent                                          21,074                   6,541
   Rent of Equipment                                138                       -
   Taxes & Payroll Taxes                          7,976                   4,628
   Telephone                                     12,383                   3,067
   Travel                                         1,323                  23,080
   Utilities                                        387                   3,725
   Wages                                        112,527                  61,573
                                           -------------         ---------------
Total Expenses                                1,516,419                 135,262
                                           -------------         ---------------
NET PROFIT (LOSS)                           $(1,503,084)              $ 114,070
                                           =============         ===============
NET PROFIT (LOSS) PER COMMON STOCK              $ (0.09)                 $ 0.01
                                           -------------         ---------------
WEIGHTED AVERAGE SHARES OUTSTANDING          15,990,863              14,891,355
                                           -------------         ---------------
</TABLE>




The accompany notes are an integral part of these financial statements.

<PAGE>
                         WINNERS INTERNET NETWORK, INC.
                              Stockholders' Equity
                                 March 31, 2000
                                  (Unaudited)




<TABLE>
<CAPTION>
                                                                        Additional   Accumulated      Total
                                                   COMMON STOCKS         Paid-In      Earnings     Stockholders'
                                                   -------------         Capital     (Deficit)       Equity
                                                Shares       Amount
                                                ------       ------     ----------  ------------  ------------

<S>                                          <C>              <C>        <C>          <C>            <C>
Davki Agency Ltd., Inc. Merger               8,000,000        8,000      359,287      (367,287)           -

Comstock/Empire International, Inc. Merger     294,944          295      703,373      (703,668)           -

Issuance of Stock for Cash & Services        2,539,912        2,540      110,160             -      112,700

Net Deficit 12/31/97                                                           -      (111,918)    (111,918)
                                             ----------     -------    ---------    ----------    ---------
Balance December 31, 1997                    10,834,856      10,835    1,172,820    (1,182,873)         782
                                             ==========     =======    =========    ==========    =========
Issuance of Stock for Services                 500,000          500       49,500             -       50,000

Issuance of Stock for Cash                   1,000,000        1,000      299,000             -      300,000

Issuance of Stock for Cash                     500,000          500      199,500             -      200,000

Issuance of Stock for Services                 500,000          500       24,500             -       25,000

Issuance of Stock for Cash                     550,000          550      219,450             -      220,000

Issuance of Stock for Cash                     285,000          285       99,465             -       99,750

Issuance of Stock for Services                  21,358           21       10,658             -       10,679

Issuance of Stock for Services                 500,000          500       24,500             -       25,000

Issuance of Stock for Cash                     100,000          100       99,900             -      100,000

Issuance Correction (Comstock Merger)              141            -            -             -            -

Net Defict 12/31/98                                  -            -            -      (840,560)    (840,560)
                                             ----------     -------   ----------    ----------    ---------
Balance December 31, 1998                    14,791,355      14,791    2,199,293    (2,023,433)     190,651
                                             ==========     =======   ==========    ==========    =========
Issuance of Stock for Cash                     100,000          100       99,900             -      100,000

Issuance of Stock for Cash                     225,000          225      202,275             -      202,500

Issuance of Stock for Services                  10,000           10        7,488             -        7,498

Issuance Correction (Comstock Merger)            1,350            2            -             -            2

Issuance of Stock for Cash                     400,000          400      219,600             -      220,000

Issuance of Stock for Cash                     315,789          316      149,684             -      150,000

Issuance of Stock for Cash                      147369          147       69,853             -       70,000

Net Profit 12/31/99                                  -            -            -         5,067        5,067
                                             ----------     -------   ----------    ----------    ---------
Balance December 31, 1999                    15,990,863      15,991    2,948,093    (2,018,366)     945,718
                                             ==========     =======   ==========    ==========    =========
Issuance of Stock for Services               1,632,500        1,632      965,326             -      966,958

Issuance of Stock for Cash                     100,000          100      299,900             -      300,000

Issuance of Stock for Cash                      27,000           27       13,473             -       13,500

Issuance of Stock for Services                  28,600           29       21,518             -       21,547

Issuance of Stock for Services                  10,000           10        2,990             -        3,000

Issuance of Stock for Services                 300,000          300       83,700             -       84,000

Issuance of Stock for Asset                  1,523,926        1,524      998,476             -    1,000,000

Net Profit 3/31/2000                                 -            -            -    (1,503,084)  (1,503,084)
                                             ----------    --------   ----------   -----------  -----------
Balance March 31, 2000                       19,612,889    $ 19,613   $5,333,476   $(3,521,450) $ 1,831,639
                                             ==========    ========   ==========   ===========  ===========

</TABLE>





The accompany notes are an integral part of these financial statements.




<PAGE>                         WINNERS INTERNET NETWORK, INC.
                          Notes to Financial Statements
                                 March 31, 2000
                                   (Unaudited)


Note 1 - Organization and Summary of Significant Accounting Policies:
         ------------------------------------------------------------

Organization:
------------
On July 14, 1997,  Winners Internet Network,  Inc. (WIN) was incorporated  under
the laws of Nevada.  The  Company's  fiscal year end is December 31. On July 15,
1997 Winners Internet Network, Inc. and Comstock-Empire  International,  Inc., a
Washington  Corporation  merged pursuant to 368(a)(1)(A) and 368(a)(1)(F) of the
Internal  Revenue  Code of 1986 as  amended.  Comstock-Empire  merged  into WIN,
acquiring  all  issued  and  outstanding  shares of  Comstock-Empire  for and in
exchange  for  294,944  shares of WIN common  stock.  On July 31,  1997  Winners
Internet  Network,  Inc.  and Davki Agency LTD,  Inc.,  a Delaware  Corporation,
merged in a plan of  reorganization.  WIN  acquired  all issued and  outstanding
shares of Davki Agency LTD, Inc. for and in exchange of 8,000,000  shares of WIN
common  stock.  This stock  transfer  is pursuant  to  368(a)(1)(B)  of Internal
Revenue code of 1986 as amended,  as a tax-free exchange.  The Davki Agency LTD,
Inc. became a wholly owned subsidiary of WIN. Both entities were acquired by the
purchase  method  and all  inter-company  transactions  were  eliminated  in the
acquisition.  The impact of these  acquisitions  was not material in relation to
the Company's  results of  operations.  The company is primarily  engaged in the
operation of an Internet E-Commerce enterprise.

Capital Stock Tranastions:
-------------------------
The authorized  capital stock of the corporation is 20,000,000  shares of common
stock with a par value of $.001. On March 17, 1998 the authorized  capital stock
of the corporation was increased to 50,000,000 shares of common stock.

Cash and Cash Equivalents:
-------------------------
The Company  considers all highly  liquid debt  instruments,  purchased  with an
original maturity of three-months, to be cash equivalents.

Property and Equipment:
----------------------
Property and equipment is stated at cost. The cost of ordinary  maintenance  and
repairs  is  charged  to  operations   while  renewals  and   replacements   are
capitalized. Depreciation is figured on a straight-line basis as follows:

         Computer Software                                      5 years
         Equipment                                              5 years
         Furniture & Fixtures                                  10 years
         Vehicle                                                7 years

<PAGE>
Revenue Recognition:
-------------------
Revenue is recognized when earned and expenses are recognized when they occur.

Use of estimates:
----------------
The preparation of financial  statements,  in conformity with generally accepted
accounting  principles,  requires  management to make estimates and  assumptions
that affect the reported  amounts and disclosures.  Accordingly,  actual results
could differ from those estimates.

Note 2 - Federal Income Taxes:
         --------------------
Significant  components of the Company's deferred tax liabilities and assets are
as follows:

         Deferred Tax Liability                              $              0
                                                             ================
         Deferred Tax Assets
                  Net Operating Loss Carryforwards           $        521,450
                  Book/Tax Differences in Bases of Assets             133,278
                  Less Valuation Allowance                           (654,728)
                                                             ----------------
         Total Deferred Tax Assets                           $              0
                                                             ================
         Net Deferred Tax Liability                          $              0
                                                             ================

As of March 31, 2000,  the Company had a net  operating  loss  carryforward  for
federal tax purposes  approximately  equal to the accumulated deficit recognized
for book purposes,  which will be available to reduce future taxable income. The
full  realization of the tax benefit  associated with the  carryforward  depends
predominantly  upon the Company's  ability to generate taxable income during the
carryforward  period.  Because the current  uncertainty  of  realizing  such tax
assets in the  future,  a valuation  allowance  has been  recorded  equal to the
amount of the net deferred tax asset,  which caused the Company's  effective tax
rate to differ  from the  statutory  income  tax rate.  The net  operating  loss
carryforward, if not utilized, will begin to expire in the year 2010.

Note 3 - Subsequent Events
--------------------------
The  Company  made an  Agreement  and  Plan  to  Reorganization  with  Glennaire
Financial Services,  Inc. as of May 9, 2000. This is to be an acquisition by the
Purchase  Method of  Accounting.  The agreement is for the exchange of 1,000,000
common shares, which represents all of Glennaire's  outstanding shares of common
stock, for 10,000 shares of Winners Internet Network.

Note 4 - Asset Recognition
--------------------------
On December 13, 1999  Intertreuhand,  AG, a Liechtenstein  Corporation (INTR) as
trustee of Cyberlink  Monetary  System,  EST (CMS) a  Liechtenstein  Corporation
entered into an agreement with Winners  Internet  Network,  Inc.  (WINR) for the
sale of right,  title and interest in the "Plus Network".  It was agreed by both
parties  that WINR would pay a total of Four Million USD  ($4,000,000)  for this
agreement.  These funds were agreed to be paid within ten days of signing of the
agreement,  which would  terminate on December 23, 1999. It was also stated that
<PAGE>
WINR  would be paid  the  amount  of  Three  Million  USD  ($3,000,000)  for the
"Processing In" Banking Software developed by WINR. It was agreed that the Three
Million USD ($3,000,000)  payment due WINR will serve as a partial offset to the
Four Million USD ($4,000,000) payment due WINR by CMS. However, it is understood
that the terms of the  original  note  remains  in  effect in the  amount of Six
Hundred Thousand USD ($600,000) will be prorated per quarter.  Specifically, the
amount due on the Three  Million  Dollar  note will be paid/and or offset to the
Four Million Dollar  Agreement at the rate of equal  installments of Six Hundred
Thousand USD with a continuing payment on or before December 31, 1999, March 31,
2000 and June 30,  2000 which  represents  payment in full.  Payments  have been
credited for the initial two  quarters so that on June 30, 2000 this  obligation
totaling  Three  Million USD for the  "Processing  In Software"  will be paid in
full.  1,523,926  shares of stock were issued for the One Million USD balance in
March 2000. In accordance  with APB 29 we have recorded the asset and the offset
into the equity portion of the Balance Sheet.

Note 5 - Related Party
----------------------
Cyberlink  Monetary  System is the Management  Company for the processing of the
transactions  for Winners  Internet  Network.  The  president of Cyberlink  (Dr.
Proksch) is a member of the Board of Directors of Intertreuhand,  AG and Winners
Internet Network.


<PAGE>


                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                           WINNERS INTERNET NETWORK, INC.



Dated: November 20, 2000                   By: /s/ David C. Skinner, Jr.
                                           -----------------------------
                                           President and Chief Financial Officer



<PAGE>