UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C.  20549


                                     FORM 8-K


                Current Report pursuant to Section 13 or 15(d) of          
                        the Securities Exchange Act of 1934


             Date of Report (date of earliest event) :  June 1, 1998


                          WINNERS ALL INTERNATIONAL, INC.
              ------------------------------------------------------
              (Exact name of Registrant as specified in its Charter)


   DELAWARE                         0-20101                      13-3545304
---------------                   ------------                  -------------
(State or other                   (Commission                   (IRS Employer
jurisdiction of                   File Number)                    ID Number)
incorporation)


        4100 North Powerline Road, Suite F-1
              Pompano Beach, Florida                              33073
      ----------------------------------------                 ----------
      (Address of principal executive offices)                 (Zip Code)


       Registrant's telephone number, including area code:  954-977-5428
                                                            ------------

          3475 Sheridan Street, Suite 301, Hollywood, Florida  33021
         -------------------------------------------------------------
         (Former name or former address, if changed since last report)
         

















ITEM 5.  OTHER EVENTS

The Registrant reported in its Form 10-KSB for the Year Ended December 31,
1997 that it's wholly-owned subsidiary, Designer Wear, Inc. ("Designer Wear"),
received notice from the Smith and Wesson corporation ("Smith & Wesson"),
through ROK International, Inc. ("ROK"), its wholly-owned subsidiary, of
termination of its License Agreement dated March 1, 1996, as amended August
23, 1996.  Designer Wear and ROK management provided return notice to Smith &
Wesson disagreeing with the termination notice and indicated the termination
was not valid.  The Registrant's legal counsel and Smith & Wesson management
attempted a resolution of the matter, however, a settlement was not reached
as expected.

Designer Wear and ROK filed a lawsuit against Smith & Wesson and John S.
Steele ("Steele"), its Director ofLicensing and Merchandising, on June 1,
1998 in the United States District Court for the Southern District Of
Florida, claiming: I. Breach Of A Trademark Licensing Agreement And The
Implied Covenant Of Good Faith And Fair Dealing; II. Promissory Estoppel;
III. Tortious Interference With The Contractual Relationship Between ROK And
Designer Wear; and requesting a IV. Declaratory Judgment and IV. Permanent
Injunction.  Designer Wear and ROK are also seeking damages of $50,000,000.
Smith & Wesson is a subsidiary of Tompkins PLC in London, England.

Smith & Wesson filed an "Answer and Affirmative Defenses of Defendant Smith &
Wesson to Plaintiffs' Complaint, Counterclaim and Jury Demand" ("Smith &
Wesson Answer, Defenses and Counterclaims"), on July 13, 1998, in the United
States District Court For The Southern District Of Florida, alleging, among
other things, unclean hands, reformation of the license, proper termination,
defensive estoppel, and defensive waiver.  The counterclaims were brought
against Designer Wear, ROK, and third-party defendants Laurence Sack, Howard
Weiser and the Registrant (hereinafter collectively referred to as
("Registrant et. al.").  The counterclaims are as follows: I. Federal
trademark infringement; II. False description, false advertising, tarnishment
and dilution; III. Common law trademark infringement; IV. Common law unfair
competition; V. Breach of contract; VI. Breach of implied covenant of good
faith and fair dealings; VII. Duty to indemnify is valid and enforceable;
VIII. Fraud; and IX. Conspiracy to commit fraud.

The Registrant et. al. filed a "Motion to Dismiss Counterclaims and
Incorporated Memorandum of Law", on or about August 4, 1998, in the United
States District Court For The Southern District Of Florida, in response to
the Smith & Wesson Answer, Defenses and Counterclaims.  The Registrant et. al.
moved pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure for
the dismissal of the counterclaims (and third-party claims) brought against
them in I, II, III, IV, VI, VII, VIII, and IX, on the ground that they are
insufficiently pled and should be dismissed because they fail to state any
claim upon which relief may be granted.
 




                                  Page 2







In addition, Steele filed a motion to dismiss claims against himself and/or
to transfer the action, on July 13, 1998, in the United States District Court
For The Southern District Of Florida.  Designer Wear and ROK filed an
opposition to this motion, on or about July 27, 1998, in the United States
District Court For The Southern District Of Florida.

ITEM 9.  REGULATION S

The Registrant effected the sale of 1,080,000 shares of its unregistered
common stock on July 24, 1998.  The Company received an aggregate of
$81,000.00 in consideration from three Non U.S. individual investors.  The
sales were made in reliance upon the transaction exemption afforded by
Regulation S as promulgated by the United States Securities and Exchange
Commission, under the Securities Act of 1933, as amended ("Securities Act").

Pursuant to the recent amendments to Regulation S, creating Rule 905
thereunder, which became effective on or about April 18, 1998, these equity
securities are classified as "Restricted Securities" as defined in Rule 144
under the Securities Act and are subject to a one year "Distribution Compliance
Period".
  

                                 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authroized.
 

WINNERS ALL INTERNATIONAL, INC.
      (Registrant)


   /s/ Howard Weiser
-----------------------------
By:    Howard Weiser
Title: President and Chairman of the Board
Date:  August 7, 1998







                                  Page 3
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UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C.  20549

                                     FORM 8-K

                Current Report pursuant to Section 13 or 15(d) of          
                        the Securities Exchange Act of 1934

             Date of Report (date of earliest event) :  June 1, 1998

                          WINNERS ALL INTERNATIONAL, INC.
              ------------------------------------------------------
              (Exact name of Registrant as specified in its Charter)

   DELAWARE                         0-20101                      13-3545304
---------------                   ------------                  -------------
(State or other                   (Commission                   (IRS Employer
jurisdiction of                   File Number)                    ID Number)
incorporation)

        4100 North Powerline Road, Suite F-1
              Pompano Beach, Florida                              33073
      ----------------------------------------                 ----------
      (Address of principal executive offices)                 (Zip Code)

       Registrant's telephone number, including area code:  954-977-5428
                                                            ------------

          3475 Sheridan Street, Suite 301, Hollywood, Florida  33021
         -------------------------------------------------------------
         (Former name or former address, if changed since last report)
         

ITEM 5.  OTHER EVENTS

The Registrant reported in its Form 10-KSB for the Year Ended December 31,
1997 that it's wholly-owned subsidiary, Designer Wear, Inc. ("Designer Wear"),
received notice from the Smith and Wesson corporation ("Smith & Wesson"),
through ROK International, Inc. ("ROK"), its wholly-owned subsidiary, of
termination of its License Agreement dated March 1, 1996, as amended August
23, 1996.  Designer Wear and ROK management provided return notice to Smith &
Wesson disagreeing with the termination notice and indicated the termination
was not valid.  The Registrant's legal counsel and Smith & Wesson management
attempted a resolution of the matter, however, a settlement was not reached
as expected.

Designer Wear and ROK filed a lawsuit against Smith & Wesson and John S.
Steele ("Steele"), its Director ofLicensing and Merchandising, on June 1,
1998 in the United States District Court for the Southern District Of
Florida, claiming: I. Breach Of A Trademark Licensing Agreement And The
Implied Covenant Of Good Faith And Fair Dealing; II. Promissory Estoppel;
III. Tortious Interference With The Contractual Relationship Between ROK And
Designer Wear; and requesting a IV. Declaratory Judgment and IV. Permanent
Injunction.  Designer Wear and ROK are also seeking damages of $50,000,000.
Smith & Wesson is a subsidiary of Tompkins PLC in London, England.

Smith & Wesson filed an "Answer and Affirmative Defenses of Defendant Smith &
Wesson to Plaintiffs' Complaint, Counterclaim and Jury Demand" ("Smith &
Wesson Answer, Defenses and Counterclaims"), on July 13, 1998, in the United
States District Court For The Southern District Of Florida, alleging, among
other things, unclean hands, reformation of the license, proper termination,
defensive estoppel, and defensive waiver.  The counterclaims were brought
against Designer Wear, ROK, and third-party defendants Laurence Sack, Howard
Weiser and the Registrant (hereinafter collectively referred to as
("Registrant et. al.").  The counterclaims are as follows: I. Federal
trademark infringement; II. False description, false advertising, tarnishment
and dilution; III. Common law trademark infringement; IV. Common law unfair
competition; V. Breach of contract; VI. Breach of implied covenant of good
faith and fair dealings; VII. Duty to indemnify is valid and enforceable;
VIII. Fraud; and IX. Conspiracy to commit fraud.

The Registrant et. al. filed a "Motion to Dismiss Counterclaims and
Incorporated Memorandum of Law", on or about August 4, 1998, in the United
States District Court For The Southern District Of Florida, in response to
the Smith & Wesson Answer, Defenses and Counterclaims.  The Registrant et. al.
moved pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure for
the dismissal of the counterclaims (and third-party claims) brought against
them in I, II, III, IV, VI, VII, VIII, and IX, on the ground that they are
insufficiently pled and should be dismissed because they fail to state any
claim upon which relief may be granted.
 

                                  Page 2

In addition, Steele filed a motion to dismiss claims against himself and/or
to transfer the action, on July 13, 1998, in the United States District Court
For The Southern District Of Florida.  Designer Wear and ROK filed an
opposition to this motion, on or about July 27, 1998, in the United States
District Court For The Southern District Of Florida.

ITEM 9.  REGULATION S

The Registrant effected the sale of 1,080,000 shares of its unregistered
common stock on July 24, 1998.  The Company received an aggregate of
$81,000.00 in consideration from three Non U.S. individual investors.  The
sales were made in reliance upon the transaction exemption afforded by
Regulation S as promulgated by the United States Securities and Exchange
Commission, under the Securities Act of 1933, as amended ("Securities Act").

Pursuant to the recent amendments to Regulation S, creating Rule 905
thereunder, which became effective on or about April 18, 1998, these equity
securities are classified as "Restricted Securities" as defined in Rule 144
under the Securities Act and are subject to a one year "Distribution Compliance
Period".
  

                                 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authroized.
 

WINNERS ALL INTERNATIONAL, INC.
      (Registrant)

   /s/ Howard Weiser
-----------------------------
By:    Howard Weiser
Title: President and Chairman of the Board
Date:  August 7, 1998

                                  Page 3