<PAGE>   1
     As Filed with the Securities and Exchange Commission on February 24, 1997
                                                     Registration Number 0-20101

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                         WINNERS ALL INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)


            Delaware                                           13-3545304
(State or other jurisdiction                                 (I.R.S. Employer
    of incorporation or                                   Identification Number)
        organization)

                          600 NW 44th Street - Suite 2H
                          Ft. Lauderdale, Florida 33309
                             Telephone: 954-561-0009
                    (Address of principal executive offices)

                         Winners All International, Inc.
                      1997 Non-Statutory Stock Option Plan
                            (Full title of the Plan)

                               Gary B. Wolff, P.C.
                                747 Third Avenue
                            New York, New York 10017
                            Telephone: (212) 644-6446
           (Name, address and telephone number of agent for service.)

<TABLE>
<CAPTION>
                                                CALCULATION OF REGISTRATION FEE

  Title of                                      Proposed               Proposed
 securities                                      maximum               maximum           Amount of
   to be                 Amount to be         offering price          aggregate         registration
 registered               registered            per share           offering price          fee

Common Stock
<C>                       <C>                     <C>                  <C>                <C>    
$.01 par value            3,000,000               $.50                 $1,500,000         $454.55
</TABLE>


                                     1 of 10
<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference

The following documents are incorporated by reference in the registration
statement:

         (a)      The registrant's latest annual report on Form 10-K.
         (b)      All other reports filed by the registrant pursuant to sections
                  13(a) or 15(d) of the Securities Exchange Act of 1934 since
                  the end of the year covered by the Form 10-K referred to in
                  (a) above.
         (c)      Not Applicable.

All documents subsequently filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment to the registration statement which indicates that
all of the shares of common stock offered have been sold or which deregisters
all of such shares then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

Item 4.  Description of Securities.

The registrant is authorized to issue Sixty Million (60,000,000) shares of
Common Stock. The par value of each of said shares is $.01. All such shares are
of one class, which shares of Common Stock has full voting and dividend rights
(subject to such preferential dividend rights as may be applicable to shares of
Preferred Stock) but without cumulative voting rights or any pre-emptive rights.

Item 5.  Interest of Named Experts and Counsel.

Not Applicable

Item 6.  Indemnification of Directors and Officers.

Section 145 of the Delaware Corporation Law of the State of Delaware contains
provisions entitling directors and officers of the registrant to indemnification
from judgments, fines, amounts paid in settlement and reasonable expenses,
including attorney's fees, as the result of an action

                                     2 of 10
<PAGE>   3
or proceeding in which they may be involved by reason of being or having been a
director or officer of the registrant provided said officers or directors acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Additionally, Articles "SIXTH" and "SEVENTH" of the registrant's Restated
Certificate of Incorporation entitled "Limited Liability" and "Indemnification"
respectively, as filed with the Delaware Secretary of State and as dated June
28, 1994 contains various provisions applicable hereto and reading as follows:

         "SIXTH: Limited Liability. A director of the Corporation shall not be
         personally liable to the Corporation or its stockholders for monetary
         damages for breach of fiduciary duty as a director, except for
         liability (i) for any breach of the director's duty of loyalty to the
         Corporation or its stockholders, (ii) for acts or omissions not in good
         faith or which involve intentional misconduct or a knowing violation of
         law, (iii) under section 174 of the Delaware GCL, or (iv) for any
         transaction from which the director derived any improper personal
         benefit. If the General Corporation Law of the State of Delaware is
         herewith amended to authorize corporate action further eliminating or
         limiting the personal liability of directors, then the liability of a
         director of the Corporation shall be eliminated or limited to the
         fullest extent permitted by the General Corporation Law of the State of
         Delaware, as so amended.

                  Any repeal or modification of the foregoing paragraph by the
         stockholders of the Corporation shall not adversely affect any right or
         protection of a director of the Corporation existing at the time of
         such repeal or modification."

         "SEVENTH: Indemnification. (a) The Corporation shall indemnify any
         person who was or is a party or is threatened to be made a party to any
         threatened, pending or complete action, suit or proceeding, whether
         civil, criminal, administrative or investigative (a "proceeding"), by
         reason of the fact that he is or was a director, officer, employee or
         agent of the Corporation or is or was serving at the request of the
         Corporation as a director, officer, employee or agent of another
         corporation, partnership, joint venture, trust or other enterprise (an
         "indemnitee"), against expenses (including attorneys' fees), judgments,
         fines and amounts paid in settlement actually and reasonably incurred
         by him in connection with such action, suit or proceeding if he acted
         in good faith and in a manner he reasonably believed to be in or not
         opposed to the best interest of the Corporation, in accordance with and
         to the full extent permitted by statute. Except as otherwise provided
         in paragraph (c) hereof, the Corporation shall be required to indemnify
         an indemnitee in connection with a proceeding (or part thereof)
         initiated by such indemnitee only if the initiation of such proceeding
         (or part thereof) by the indemnitee was authorized by the Board of
         Directors of the Corporation.

                  (B) The Corporation shall pay the expense (including
         attorneys' fees) incurred by an indemnitee in defending any proceeding
         in advance of its final disposition, provided, however, that the
         payment of expenses incurred by a director or officer in advance of the


                                     3 of 10
<PAGE>   4



         final disposition of the proceeding shall be made only upon receipt of
         an undertaking by the director or officer to repay all amounts advanced
         if it should be ultimately determined that the director or officer is
         not entitled to be indemnified hereunder or otherwise.

                  (C) If a claim for indemnification or payment of expenses
         hereunder is not paid in full within sixty days after a written claim
         therefor by the indemnitee has been received by the Corporation, the
         indemnitee may file suit to recover the unpaid amount of such claim
         and, if successful in whole or in part, shall be entitled to be paid
         the expense of prosecuting such claim. In any such action the
         Corporation shall have the burden of proving that the indemnitee was
         not entitled to the requested indemnification or payment of expenses
         under applicable law.

                  (D) The Corporation's obligation, if any, to indemnify or
         advance expenses to any person who is serving at its request as a
         director, officer, employee or agent of another corporation,
         partnership, joint venture or other enterprise shall be reduced by any
         amount such person may collect as indemnification from such other
         corporation, partnership, joint venture or other enterprise.

                  (E) Any repeal or modification of the foregoing provisions
         hereof shall not adversely affect any right or protection hereunder of
         any persons in respect of any act or omission occurring prior to the
         time of such repeal or modification.

                  The indemnification provided by this section shall not be
         deemed exclusive of any other rights to which those seeking
         indemnification may be entitled under these Articles or any agreement
         or vote of stockholders or disinterested directors or otherwise, both
         as to action in his official capacity and as to action in another
         capacity while holding such office, and shall continue as to a person
         who has ceased to be a director, officer, employee or agent and shall
         inure to the benefit of the heirs, executors and administrators of such
         a person.

Item 7.           Exemption from Registration Claimed.

Not applicable

Item 8.  Exhibits.

The exhibits to the registration statement are listed in the Exhibit Index
elsewhere herein.

Item 9.  Undertakings.

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
                  being made, a post-effective amendment to this registration
                  statement:

                                     4 of 10

<PAGE>   5



                           (i) To include any prospectus required by section
                           10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereto) which, individually or in the
                           aggregate, represents a fundamental change in the
                           information set forth in the registration statement;
                           and

                           (iii) To include any material information with
                           respect to the plan of distribution not previously
                           disclosed in the registration statement;

Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

                  (2) That, for the purpose of determining any liability under
                  the Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

                  (3) to remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934 (and, where applicable,
         each filing of an employee benefit plan's annual report pursuant to
         Section 15(d) of the Securities Exchange Act of 1934) that is
         incorporated by reference in the registration statement shall be deemed
         to be a new registration statement relating to the securities offered
         herein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

         (e) The undersigned registrant hereby undertakes to deliver or cause to
         be delivered with the prospectus, to each person to whom the prospectus
         is sent or given, the latest annual report to security holders that is
         incorporated by reference in the prospectus and furnished pursuant to
         and meeting the requirements of Rule 14a-3 or Rule 124c-3 under the
         Securities Exchange Act of 1934; and, where interim financial
         information required to be presented by Article 3 of Regulation S-X is
         not set forth in the prospectus, to deliver, or cause to be delivered
         to each person to whom the prospectus is sent or given, the latest
         quarterly report that is specifically incorporated by reference in the
         prospectus

                                     5 of 10

<PAGE>   6



         to provide such interim financial information.

         (h) Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the registrant pursuant to the provisions
         described in Item 6, or otherwise, the registrant has been advised that
         in the opinion of the Securities and Exchange Commission such
         indemnification is against public policy as expressed in the Act and
         is, therefore, unenforceable. In the event that a claim for
         indemnification against such liabilities (other than the payment by the
         registrant of expenses incurred or paid by a director, officer or
         controlling person of the registrant in the successful defense of any
         action, suit or proceeding) is asserted by such director, officer or
         controlling person in connection with the securities being registered,
         the registrant will, unless in the opinion of its counsel the matter
         has been settled by controlling precedent, submit to a court of
         appropriate jurisdiction the question whether such indemnification by
         it is against public policy as expressed in the Act and will be
         governed by the final adjudication of such issue.


                                     6 of 10

<PAGE>   7
                                   SIGNATURES



The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in City of Ft. Lauderdale, State of Florida on
February 20, 1997.


                                        Winners All International, Inc.
                    
                                              /Edgar M. Reynolds/
                                        By:  Edgar M. Reynolds, President


Pursuant to the requirements of the Securities Act of 1933, this registration
statement or amendment thereto has been signed by the following persons in the
capacities and on the dates indicated.

         Name                                                     Date


  /Edgar M. Reynolds/                                         Feb. 20, 1997
-------------------------------------
Edgar M. Reynolds, President, CEO,
Principal Accounting Officer and a Director


  /Charles Gargano/                                           Feb. 20, 1997
-------------------------------------
Charles Gargano, Director


_____________________________________                         Feb.   , 1997
David M. Goldblatt, Director


_____________________________________                         Feb.   , 1997
Jeffrey Goldstein, Director


  /Howard Weiser/                                             Feb. 20, 1997
-------------------------------------
Howard Weiser, Director

                                     7 of 10
<PAGE>   8




                                                              Page in Sequential
Exhibit Index.                                                Number System


(1)   Not Applicable
(2)   Not Applicable
(3)   Not Applicable
(4)   Not Applicable
(5)   Consent and Opinion of Gary B. Wolff, P.C., 747 Third
      Avenue, New York, New York 10017 regarding legality
      of securities registered under this Registration
      Statement and to the references to such attorney
      in the Registration Statement on Form S-8                       9
(6)   Not Applicable
(7)   Not Applicable
(8)   Not Applicable
(9)   Not Applicable
(10)  Not Applicable
(11)  Not Applicable
(12)  Not Applicable
(13)  Not Applicable
(14)  Not Applicable
(15)  Not Applicable
(16)  Not Applicable
(17)  Not Applicable
(18)  Not Applicable
(19)  Not Applicable
(20)  Not Applicable
(21)  Not Applicable
(22)  Not Applicable
(23)  Consent of Joel S. Baum, CPA, P.A., Certified Public
      Accountants for the Company for fiscal years ended
      July 31, 1996 and 1995                                         10
(24)  Not Applicable
(25)  Not Applicable
(26)  Not Applicable
(27)  Not Applicable
(28)  Not Applicable
(99)  Not Applicable


                                     8 of 10
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR WINNERS ALL INTERNATIONAL, INC.", "secsgml_size_bytes": 19447}]
{"company-data": {"conformed-name": "WINNERS ALL INTERNATIONAL INC", "cik": "0000875296", "assigned-sic": "6794", "irs-number": "133545304", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-22245", "film-number": "97542178"}, "business-address": {"street1": "600 N W 44TH ST STE 2H", "city": "FORT LAUDERDALE", "state": "FL", "zip": "33309", "phone": "9545610009"}, "mail-address": {"street1": "600 NW 44TH STREET", "street2": "SUITE 2H", "city": "FORT LAUDERDALE", "state": "FL", "zip": "33309"}}
1
     As Filed with the Securities and Exchange Commission on February 24, 1997
                                                     Registration Number 0-20101

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         WINNERS ALL INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                           13-3545304
(State or other jurisdiction                                 (I.R.S. Employer
    of incorporation or                                   Identification Number)
        organization)

                          600 NW 44th Street - Suite 2H
                          Ft. Lauderdale, Florida 33309
                             Telephone: 954-561-0009
                    (Address of principal executive offices)

                         Winners All International, Inc.
                      1997 Non-Statutory Stock Option Plan
                            (Full title of the Plan)

                               Gary B. Wolff, P.C.
                                747 Third Avenue
                            New York, New York 10017
                            Telephone: (212) 644-6446
           (Name, address and telephone number of agent for service.)
CALCULATION OF REGISTRATION FEE

  Title of                                      Proposed               Proposed
 securities                                      maximum               maximum           Amount of
   to be                 Amount to be         offering price          aggregate         registration
 registered               registered            per share           offering price          fee

Common Stock
$.01 par value            3,000,000               $.50                 $1,500,000         $454.55
1 of 10
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

The following documents are incorporated by reference in the registration
statement:

         (a)      The registrant's latest annual report on Form 10-K.
         (b)      All other reports filed by the registrant pursuant to sections
                  13(a) or 15(d) of the Securities Exchange Act of 1934 since
                  the end of the year covered by the Form 10-K referred to in
                  (a) above.
         (c)      Not Applicable.

All documents subsequently filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment to the registration statement which indicates that
all of the shares of common stock offered have been sold or which deregisters
all of such shares then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

Item 4.  Description of Securities.

The registrant is authorized to issue Sixty Million (60,000,000) shares of
Common Stock. The par value of each of said shares is $.01. All such shares are
of one class, which shares of Common Stock has full voting and dividend rights
(subject to such preferential dividend rights as may be applicable to shares of
Preferred Stock) but without cumulative voting rights or any pre-emptive rights.

Item 5.  Interest of Named Experts and Counsel.

Not Applicable

Item 6.  Indemnification of Directors and Officers.

Section 145 of the Delaware Corporation Law of the State of Delaware contains
provisions entitling directors and officers of the registrant to indemnification
from judgments, fines, amounts paid in settlement and reasonable expenses,
including attorney's fees, as the result of an action

                                     2 of 10
3
or proceeding in which they may be involved by reason of being or having been a
director or officer of the registrant provided said officers or directors acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Additionally, Articles "SIXTH" and "SEVENTH" of the registrant's Restated
Certificate of Incorporation entitled "Limited Liability" and "Indemnification"
respectively, as filed with the Delaware Secretary of State and as dated June
28, 1994 contains various provisions applicable hereto and reading as follows:

         "SIXTH: Limited Liability. A director of the Corporation shall not be
         personally liable to the Corporation or its stockholders for monetary
         damages for breach of fiduciary duty as a director, except for
         liability (i) for any breach of the director's duty of loyalty to the
         Corporation or its stockholders, (ii) for acts or omissions not in good
         faith or which involve intentional misconduct or a knowing violation of
         law, (iii) under section 174 of the Delaware GCL, or (iv) for any
         transaction from which the director derived any improper personal
         benefit. If the General Corporation Law of the State of Delaware is
         herewith amended to authorize corporate action further eliminating or
         limiting the personal liability of directors, then the liability of a
         director of the Corporation shall be eliminated or limited to the
         fullest extent permitted by the General Corporation Law of the State of
         Delaware, as so amended.

                  Any repeal or modification of the foregoing paragraph by the
         stockholders of the Corporation shall not adversely affect any right or
         protection of a director of the Corporation existing at the time of
         such repeal or modification."

         "SEVENTH: Indemnification. (a) The Corporation shall indemnify any
         person who was or is a party or is threatened to be made a party to any
         threatened, pending or complete action, suit or proceeding, whether
         civil, criminal, administrative or investigative (a "proceeding"), by
         reason of the fact that he is or was a director, officer, employee or
         agent of the Corporation or is or was serving at the request of the
         Corporation as a director, officer, employee or agent of another
         corporation, partnership, joint venture, trust or other enterprise (an
         "indemnitee"), against expenses (including attorneys' fees), judgments,
         fines and amounts paid in settlement actually and reasonably incurred
         by him in connection with such action, suit or proceeding if he acted
         in good faith and in a manner he reasonably believed to be in or not
         opposed to the best interest of the Corporation, in accordance with and
         to the full extent permitted by statute. Except as otherwise provided
         in paragraph (c) hereof, the Corporation shall be required to indemnify
         an indemnitee in connection with a proceeding (or part thereof)
         initiated by such indemnitee only if the initiation of such proceeding
         (or part thereof) by the indemnitee was authorized by the Board of
         Directors of the Corporation.

                  (B) The Corporation shall pay the expense (including
         attorneys' fees) incurred by an indemnitee in defending any proceeding
         in advance of its final disposition, provided, however, that the
         payment of expenses incurred by a director or officer in advance of the

                                     3 of 10
4

         final disposition of the proceeding shall be made only upon receipt of
         an undertaking by the director or officer to repay all amounts advanced
         if it should be ultimately determined that the director or officer is
         not entitled to be indemnified hereunder or otherwise.

                  (C) If a claim for indemnification or payment of expenses
         hereunder is not paid in full within sixty days after a written claim
         therefor by the indemnitee has been received by the Corporation, the
         indemnitee may file suit to recover the unpaid amount of such claim
         and, if successful in whole or in part, shall be entitled to be paid
         the expense of prosecuting such claim. In any such action the
         Corporation shall have the burden of proving that the indemnitee was
         not entitled to the requested indemnification or payment of expenses
         under applicable law.

                  (D) The Corporation's obligation, if any, to indemnify or
         advance expenses to any person who is serving at its request as a
         director, officer, employee or agent of another corporation,
         partnership, joint venture or other enterprise shall be reduced by any
         amount such person may collect as indemnification from such other
         corporation, partnership, joint venture or other enterprise.

                  (E) Any repeal or modification of the foregoing provisions
         hereof shall not adversely affect any right or protection hereunder of
         any persons in respect of any act or omission occurring prior to the
         time of such repeal or modification.

                  The indemnification provided by this section shall not be
         deemed exclusive of any other rights to which those seeking
         indemnification may be entitled under these Articles or any agreement
         or vote of stockholders or disinterested directors or otherwise, both
         as to action in his official capacity and as to action in another
         capacity while holding such office, and shall continue as to a person
         who has ceased to be a director, officer, employee or agent and shall
         inure to the benefit of the heirs, executors and administrators of such
         a person.

Item 7.           Exemption from Registration Claimed.

Not applicable

Item 8.  Exhibits.

The exhibits to the registration statement are listed in the Exhibit Index
elsewhere herein.

Item 9.  Undertakings.

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
                  being made, a post-effective amendment to this registration
                  statement:

                                     4 of 10
5

                           (i) To include any prospectus required by section
                           10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereto) which, individually or in the
                           aggregate, represents a fundamental change in the
                           information set forth in the registration statement;
                           and

                           (iii) To include any material information with
                           respect to the plan of distribution not previously
                           disclosed in the registration statement;

Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

                  (2) That, for the purpose of determining any liability under
                  the Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

                  (3) to remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934 (and, where applicable,
         each filing of an employee benefit plan's annual report pursuant to
         Section 15(d) of the Securities Exchange Act of 1934) that is
         incorporated by reference in the registration statement shall be deemed
         to be a new registration statement relating to the securities offered
         herein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

         (e) The undersigned registrant hereby undertakes to deliver or cause to
         be delivered with the prospectus, to each person to whom the prospectus
         is sent or given, the latest annual report to security holders that is
         incorporated by reference in the prospectus and furnished pursuant to
         and meeting the requirements of Rule 14a-3 or Rule 124c-3 under the
         Securities Exchange Act of 1934; and, where interim financial
         information required to be presented by Article 3 of Regulation S-X is
         not set forth in the prospectus, to deliver, or cause to be delivered
         to each person to whom the prospectus is sent or given, the latest
         quarterly report that is specifically incorporated by reference in the
         prospectus

                                     5 of 10
6

         to provide such interim financial information.

         (h) Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the registrant pursuant to the provisions
         described in Item 6, or otherwise, the registrant has been advised that
         in the opinion of the Securities and Exchange Commission such
         indemnification is against public policy as expressed in the Act and
         is, therefore, unenforceable. In the event that a claim for
         indemnification against such liabilities (other than the payment by the
         registrant of expenses incurred or paid by a director, officer or
         controlling person of the registrant in the successful defense of any
         action, suit or proceeding) is asserted by such director, officer or
         controlling person in connection with the securities being registered,
         the registrant will, unless in the opinion of its counsel the matter
         has been settled by controlling precedent, submit to a court of
         appropriate jurisdiction the question whether such indemnification by
         it is against public policy as expressed in the Act and will be
         governed by the final adjudication of such issue.

                                     6 of 10
7
                                   SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in City of Ft. Lauderdale, State of Florida on
February 20, 1997.

                                        Winners All International, Inc.
                    
                                              /Edgar M. Reynolds/
                                        By:  Edgar M. Reynolds, President

Pursuant to the requirements of the Securities Act of 1933, this registration
statement or amendment thereto has been signed by the following persons in the
capacities and on the dates indicated.

         Name                                                     Date

  /Edgar M. Reynolds/                                         Feb. 20, 1997
-------------------------------------
Edgar M. Reynolds, President, CEO,
Principal Accounting Officer and a Director

  /Charles Gargano/                                           Feb. 20, 1997
-------------------------------------
Charles Gargano, Director

_____________________________________                         Feb.   , 1997
David M. Goldblatt, Director

_____________________________________                         Feb.   , 1997
Jeffrey Goldstein, Director

  /Howard Weiser/                                             Feb. 20, 1997
-------------------------------------
Howard Weiser, Director

                                     7 of 10
8

                                                              Page in Sequential
Exhibit Index.                                                Number System

(1)   Not Applicable
(2)   Not Applicable
(3)   Not Applicable
(4)   Not Applicable
(5)   Consent and Opinion of Gary B. Wolff, P.C., 747 Third
      Avenue, New York, New York 10017 regarding legality
      of securities registered under this Registration
      Statement and to the references to such attorney
      in the Registration Statement on Form S-8                       9
(6)   Not Applicable
(7)   Not Applicable
(8)   Not Applicable
(9)   Not Applicable
(10)  Not Applicable
(11)  Not Applicable
(12)  Not Applicable
(13)  Not Applicable
(14)  Not Applicable
(15)  Not Applicable
(16)  Not Applicable
(17)  Not Applicable
(18)  Not Applicable
(19)  Not Applicable
(20)  Not Applicable
(21)  Not Applicable
(22)  Not Applicable
(23)  Consent of Joel S. Baum, CPA, P.A., Certified Public
      Accountants for the Company for fiscal years ended
      July 31, 1996 and 1995                                         10
(24)  Not Applicable
(25)  Not Applicable
(26)  Not Applicable
(27)  Not Applicable
(28)  Not Applicable
(99)  Not Applicable

                                     8 of 10