As Filed with the Securities and Exchange Commission on January 27, 1998.
                                               Registration Number 333-
------------------------------------------------------------------------------
 
                      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 of                            (IRS Employer
incorporation or organization)                         Identification Number)

                         3475 Sheridan Street, Suite 301
                            Hollywood, Florida 33021
                           Telephone:  (954) 964-5553
                     ---------------------------------------
                     (Address of principal executive offices)

                          Winners All International, Inc.
                 1998 Employee and Consultant Stock Option Plan
                 ----------------------------------------------
                            (Full title of the Plan)

                              Alfred V. Greco, P.C.
                          666 Fifth Avenue (14th Floor)
                            New York, New York 10103
                           Telephone:  (212) 246-6550
            ----------------------------------------------------------   
            (Name, address and telephone number of agent for service.)

                         CALCULATION OF REGISTRATION FEE

                                    Proposed      Proposed
                                    maximum       maximum
 Title of                           offering      aggregate    	Amount of
 securities to     Amount to be     price per     offering      registration
 be registered     registered       share (a)     price (a)     fee (a)
 --------------    ------------     ---------     ----------    ------------
 Common Stock
 $.01 par value     3,000,000         $.75        $2,250,00        $775.80
 
 (a)  estimated solely for purposes of computing filing fee.



                                 Page 1 of 23


PART I.  INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


ITEM 1:  Plan Information.

The information required by Part I is included in documents to be sent or
given to the participants.


ITEM 2:  Registration Information and Employee Plan Annual Information.

Upon written or oral request, Winners All International, Inc., a Delaware
corporation (the "Registrant") will provide, without charge, a copy of all
documents incorporated by reference in Item 3 of Part II of this Registration
Statement, which are incorporated by reference in the Section 10(a)
Prospectus, and all other documents required to be delivered to employees
pursuant to Rule 428(b) promulgated under the Securities Act of 1933, as
amended (the "Securities Act").  All requests should be made to Winners All
International, Inc., attn:  Howard Weiser, President, 3475 Sheridan Street,
Suite 301, Hollywood, Florida 33021, telephone number (954)964-5553.


PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3:  Incorporation of Documents by Reference.

The following documents, which are on file with the Securities and Exchange
Commission (the "Commission"), are incorporated in this Registration
Statement by reference:

(a) Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 1996.
 
(b) Quarterly Report on Form 10-QSB/A for the Period Ended September 30, 1997.

(c) Quarterly Report on Form 10-QSB for the Period Ended September 30, 1997.
 
(d) Quarterly Report on Form 10-QSB for the Period Ended June 30, 1997.
 
(e) Quarterly Report on Form 10-QSB for the Period Ended March 31, 1997.

(f) Form 8-K dated October 23, 1997.
 
(g) Form 8-K dated July 16, 1997.
 
(h) Form 8-K dated February 17, 1997.

(i) The description of the Common Stock which is contained in the registration
    statements filed under the Securities and Exchange Act of 1934, as amended
    (the "Exchange Act"), including any amendment or report filed for the
    purpose of updating such description.


                                 Page 2 of 23


All documents filed by the Registrant pursuant to Section 13(a), 14 and 15(d)
of the Exchange Act prior to the filing of a post-effective amendment which
indicate that all shares offered hereby have been sold or which deregisters
all shares then remaining unsold, shall be deemed to be incorporated in this
Registration Statement by reference and to be a part hereof from the date of
filing of such documents.


ITEM 4:  Description of Securities.
              N/A
              

ITEM 5:  Interests of Named Experts and Counsel.
              N/A
              

ITEM 6:  Indemnification of Directors and Officers.

The Registrant's Certificate of Incorporation generally provides for the
maximum indemnification of a corporation's officers and directors as permitted
by law in the State of Delaware.  Delaware law empowers a corporation to
indemnify any person who was or is a party or who is threatened to be made a
party to any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, except in the case
of an action by or in the right of the corporation, by reason of the fact that
he or she 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 or other enterprise.  Depending on
the character of the proceeding, a corporation may indemnify against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action, suit or
proceeding if the person indemnified acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceedings, had no
reasonable cause to believe his or her conduct was unlawful.

A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by
or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he or she 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
or other enterprise, against expenses, including amounts paid in settlement
and attorney's fees actually and reasonably incurred by him or her in
connection with the defense or settlement of the action or suit if he or she
acted in good faith and in a manner which he or she reasonably believed to be
in or not opposed to the best interests of the corporation.  Indemnification
may not be made for any claim issue or matter as to which such a person has
been adjudged by a court of competent jurisdiction, after exhaustion of all
appeals therefrom, to be liable to the corporation or for amounts paid in
settlement to the corporation unless and only to the extent that the court in
which the action or suit was brought or other court of competent jurisdiction

                                 Page 3 of 23


determines upon application that in view of all the circumstances of the case,
the person is fairly and reasonably entitled to indemnity for which expenses
as the court deems proper.

To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit
or proceeding referred to above, or in defense of any claim, issue or matter
therein, he or she must be indemnified by the corporation against expenses,
including attorney's fees, actually and reasonably incurred by him or her in
connection with the defense.  Any indemnification under this section, unless
ordered by a court or advanced pursuant to this section, must be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination must be made: (a) by the stockholders; (b) by
the board of directors by majority vote or a quorum consisting of directors
who were not parties to the action, suit or proceeding; (c) if a majority vote
vote of a quorum consisting of directors who were not parties to the action,
suit or proceeding so orders, by independent legal counsel in a written
opinion; or (d) if a quorum consisting of directors who were not parties to
the action, suit or proceeding cannot be obtained, by independent legal
counsel in a written opinion.

The certificate of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred
in defending a civil or criminal action, suit or proceeding must be paid by
the corporation as they are incurred and in advance of the final disposition
of the action, suit or proceeding upon receipt of an undertaking by or on
behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he or she is not entitled
to be indemnified by the corporation.  The provisions of this section do not
affect any rights to advancement of expenses to which corporate personnel
other than directors or officers may be entitled under any contract or
otherwise by law.

The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this section: (a) does not exclude any other rights to which
a person seeking indemnification or advancement or expenses may be entitled
under the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his or her official capacity or an action in another capacity while holding
his or her office, except that indemnification, unless ordered by a court
pursuant to this section or for the advancement of any director or officer if
a final adjudication establishes that his or her acts or omissions involved
intentional misconduct, fraud or a knowing violation of the law and was
material to the cause of action; and (b) continues for a person who has ceased
to be a director, officer, employee or agent and inures to the benefit of the
heirs, executors and administrators of such a person.


ITEM 7:  Exemption From Registration Claimed.
              N/A
                  

                                 Page 4 of 23

 
ITEM 8:  Exhibits.

4.1     1998 Employee and Consultant Stock Option Plan.
 
4.2     Form of Stock Option between the Registrant and grantee.

5.1     Opinion of Alfred V. Greco, P.C.

23.1    Consent of Alfred V. Greco, P.C. (Consent included in Exhibit 5.1).
 
23.2    Consent of Joel S. Baum, CPA.


ITEM 9:  Undertaking.

(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:
          
          (i)    To include any prospectus required by Section 10(1)(3) of the
                 Securities Act;

          (ii)   To reflect in the prospectus any facts or events which,
                 individually or together, represent a fundamental change in
                 the information in the Registration Statement;

          (iii)  To include any additional or changed material information on
                 the plan of distribution;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above
          do not apply if the Registration Statement is on Form S-3 or Form
          S-8, and the information required to be included in a post-effective
          amendment by those paragraphs is incorporated by reference from
          periodic reports filed by the Registrant under the Exchange Act.
          
     (2)  That, for determining liability under the Securities Act, to treat
          each such post-effective amendment as a new registration statement
          of the securities offered, and the offering of such securities at
          that time to be the initial bona fide offering.

     (3)  To remove from registration by means of a post-effective amendment
          any of the securities being registered that remain unsold at the end
          of the offering.
          
(b)  Insofar as indemnification for liabilities arising under the Securities
     Act may be permitted to directors, officers and controlling persons of
     the Registrant pursuant to the foregoing provisions, the Registrant has
     been advised that in the opinion of the Commission such indemnification
     is against public policy as expressed in the Securities Act and is,
     therefore, unenforceable.  In the event that a claim for indemnification
     against such liabilities (other than the payment by the Registrant of

                                 Page 5 of 23

 
     expenses incurred or paid by a director, officer or controlling person
     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
     Securities Act and will be governed by the final adjudication of such
     issue.
     











































                                 Page 6 of 23 


                                  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 the City of Hollywood, State of
Florida on January 26, 1998.

WINNERS ALL INTERNATIONAL, INC.


By: /s/ Howard Weiser
    -------------------------------
    Mr. Howard Weiser
    President, Chairman of the Board and Secretary


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
capacity(ies) and on the dates indicated.

  Name and Capacity(s)                                        Date
------------------------                                ----------------


/s/ Howard Weiser                                       January 26, 1998
------------------------
Mr. Howard Weiser
President, Chairman of
the Board and Secretary


/s/ Edgar M. Reynolds                                   January 26, 1998
------------------------
Mr. Edgar M. Reynolds
Vice President, Director
and Treasurer


/s/ David M. Goldblatt                                  January 26, 1998
------------------------
Mr. David M. Goldblatt
Director



/ /                                                     January 26, 1998
------------------------
Mr. Charles Gargano
Director


                                 Page 7 of 23

 
EXHIBIT 4.1
-----------


                       WINNERS ALL INTERNATIONAL, INC.

                1998 EMPLOYEE AND CONSULTANT STOCK OPTION PLAN


                                   SECTION 1
                                   ---------

                                   PURPOSES
                                   --------

   WINNERS ALL INTERNATIONAL, INC. (the "Company") desires to afford certain
of its key employees, officers and consultants who are responsible for the
continued growth of the Company an opportunity to acquire a proprietary
interest in the Company, and thus to create in such individuals a greater
concern for the welfare of the Company and its subsidiaries.

The Company, by means of this Employee and Consultant Stock Option Plan (the
"Plan"), seeks to retain the services of persons now holding key positions
and to secure the services of persons capable of filling such positions.

The stock options offered pursuant to the Plan are a matter of separate
inducement and are not in lieu of any salary or other compensation for the
services of any key employee or consultant.

The stock options granted under the Plan are intended to be either incentive
stock options within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended, or options that do not meet the requirements for
incentive stock options.

                                   SECTION 2
                                   ---------

                                  DEFINITIONS
                                  -----------

As used in the Plan, the following terms shall have the meanings set forth
below:

    (a)  "Administrator" shall mean the Board of Directors or a committee of
         the Board of Directors of the Company designated by such Board to
         administer the Plan, which shall consist of not less than two (2)
         "Non-Employee Directors," as such term is defined in Rule 16b-3 (b)
         (3) (I) promulgated under the Securities Exchange Act of 1934, as
         amended, each having the requisite qualifications thereunder to
         satisfy the requirements of Rule 16b-3.



                                 Page 8 of 23


    (b)  "Affiliate" shall mean (i) any entity that, directly or indirectly
         through one or more intermediaries, is controlled by the Company
         and (ii) any entity in which the Company has a significant equity
         interest.
 
    (c)  "Code" shall mean the Internal Revenue Code of 1986, as amended
         from time to time, and any regulations promulgated thereunder.

    (d)  "Company" shall mean "WINNERS ALL INTERNATIONAL, INC.", a Delaware
         corporation.
 
    (e)  "Eligible Person" shall mean any employee, officer or consultant
         providing services to the Company or any Affiliate who the
         Administrator determines to be an Eligible Person.  A director of
         the Company who is not also an employee of the Company or an
         Affiliate shall not be an Eligible Person.
 
    (f)  "Fair Market Value" shall mean the closing "bid" price of the
         Company's Shares on the date in question as quoted on the
         Electronic Bulletin Board of the National Association of Securities
         Dealers or its Automated Quotation System ("NASDAQ") or any
         successor national stock exchange on which the common stock is then
         traded, provided, however, that if on the date in question there is
         no public market for the Company's Shares and they are neither
         quoted on "NASDAQ" nor traded on a national securities exchange,
         then the Administrator shall, in its sole discretion and best
         judgment, determine the Fair Market value.
 
    (g)  "Incentive Stock Option" shall mean an option granted under the Plan
         that is intended to meet the requirements of Section 422 of the Code
         or any successor provision.
 
    (h)  "Non-Qualified Stock Option" shall mean an option granted under the
         Plan that is not intended to be an Incentive Stock Option.
           
    (i)  "Option" shall mean an Incentive Stock Option or a Non-Qualified
         Stock Option.
 
    (j)  "Option Agreement" shall mean any written agreement, contract or
         document evidencing any Option granted under the Plan.
 
    (k)  "Participant" shall mean an Eligible Person designated to be granted
         an Option under the Plan.
 
    (l)  "Person" shall mean any individual, corporation, partnership,
         association, limited liability company, association or trust.

    (m)  "Plan" shall mean this 1998 Employee and Consultant Stock Option
         Plan, as amended from time to time.
 



                                 Page 9 of 23


    (n)  "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities
         and Exchange Commission under the Securities Exchange Act of 1934,
         as amended, or any successor rule or regulation.
 
    (o)  "Shares" shall mean shares of common stock, $.01 par value, of the
         Company.


                                   SECTION 3
                                   ---------

                                ADMINISTRATION
                                --------------

The Plan shall be administered by the Administrator.  Subject to the express
provisions of the Plan and to applicable law, the Administrator shall have
full power and authority to:

    (a) designate Participants;

    (b) determine the types of Options (e.g., whether Incentive Stock Options
        or Non-Qualified Stock Options) to be granted to each Participant
        under the Plan;

    (c) determine the number of Shares to be covered by each Option;

    (d) determine the terms and conditions of any Option Agreement;

    (e) amend the terms and conditions of any Option Agreement and accelerate
        the exercisability of Options covered thereunder;

    (f) determine whether, to what extent and under what circumstances Options
        may be exercised in cash, shares, cancellation of indebtedness of the
        Company owing to the optionee, other securities, other property, or
        any combination thereof, or or canceled, forfeited or suspended;

    (g) determine whether, to what extent and under what circumstances Options
        shall be deferred either automatically or at the election of the
        holder thereof or the Administrator;

    (h) interpret and administer the Plan and any instrument or Option
        Agreement relating to, or Option granted under the Plan;

    (i) establish, amend, suspend or waive such rules and regulations and
        appoint such agents as it shall deem appropriate for the proper
        administration of the Plan; and

    (j) make any other determination and take any other action that it deems
        necessary or desirable for the administration of the Plan.




                                 Page 10 of 23

 
Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations and other decisions under or with respect
to the Plan or any Option shall be within the sole discretion of the
Administrator, may be made at any time and shall be final, conclusive and
binding upon any Participant, any holder or beneficiary of any Option granted
under the Plan and any employee of the Company or any Affiliate.


                                   SECTION 4
                                   ---------

                      AVAILABLE SHARES SUBJECT TO OPTION
                      ----------------------------------

    (a)  SHARES AVAILABLE.  The total number of Shares for which Options may
         be granted pursuant to the Plan shall be 3,000,000 Shares in the
         aggregate, subject to adjustments as provided in Section 4(C).  If
         any Shares covered by an Option or to which an Option relates are
         not purchased or are forfeited, or if an Option otherwise expires,
         then the number of Shares counted against the aggregate number of
         Shares available under the Plan with respect to such Option, to the
         extent of any such forfeitures or terminations, shall again be
         available for Options under the Plan.

    (b)  ACCOUNTING FOR SHARES COVERED BY AN OPTION.  For purposes of this
         Section 4, the number of Shares covered by an Option shall be
         counted on the date of grant of such Option against the aggregate
         number of Shares available for granting Options under the Plan.
          
    (c)  ADJUSTMENTS.  In the event that the Administrator shall determine
         that any dividend or other distribution (whether in the form of
         cash, shares, other securities or other property), recapitalization,
         stock split, reverse stock split, reorganization, merger,
         consolidation, split-up, spin-off, combination, repurchase or
         exchange of shares or other securities of the Company, issuance of
         warrants or other rights to purchase shares or other securities of
         the Company or other similar rights to purchase shares or other
         securities of the Company or other similar corporation transaction
         or event affects the Shares subject to Option grants under the Plan
         such that an adjustment is determined by the Administrator to be
         appropriate in order to prevent dilution or enlargement of the
         benefits or potential benefits intended to be made available under
         the Plan, then the Administrator shall, in such manner as it may deem
         equitable, adjust any or all of (i) the number of Shares which may
         thereafter be made the subject of Options; (ii) the number of Shares
         subject to outstanding Option awards; (iii) the purchase or exercise
         price with respect to any Option, provided, however, that the number
         of Shares covered by an Option or to which such Option relates shall
         always be a whole number.




                                 Page 11 of 23


    (d)  INCENTIVE STOCK OPTIONS. Notwithstanding the foregoing, the number of
         Shares available for granting Incentive Stock Options under the Plan
         shall not exceed 750,000 subject to adjustment as provided in the
         Plan and Section 422 or 424 of the Code or any successor provisions.


                                   SECTION 5
                                   ---------
                                   
                                  ELIGIBILITY
                                  -----------

Any Eligible Person shall be eligible to be designated a Participant.  In
determining which Eligible Persons shall receive an Option and the terms of
any Option, the Administrator may take into account the nature of the services
rendered by the respective Eligible Persons, their present and potential
contributions to the success of the Company or such other factors as the
Administrator, in its discretion, shall deem relevant.  Notwithstanding the
foregoing, an Incentive Stock Option may only be granted to full or part-time
employees (which term as used herein includes, without limitation, officers
and directors who are also employees) and an Incentive Stock Option shall not
be granted to an employee of an Affiliate unless such Affiliate is also a
"subsidiary corporation" of the Company within the meaning of Section 424(f)
of the Code or any successor provision.


                                   SECTION 6
                                   ---------

                                 OPTION AWARDS
                                 -------------

The Administrator is hereby authorized to grant Options to Participants
with the following terms and conditions and with such additional terms and
conditions not inconsistent with the provisions of the Plan as the
Administrator shall determine:

    (a)  EXERCISE PRICE.  The purchase price per Share purchasable under an
         Option shall be determined by the Administrator, provided, however,
         that such purchase price shall not be less than 100% of the Fair
         Market Value of a Share on the date of grant of such Option provided
         further, however, that in the case of an Incentive Stock Option
         granted to a Participant who, at the time such Option is granted,
         owns Shares of the Company or shares of any subsidiary corporation or
         parent corporation of the Company which possesses more than 10% of
         the Company or of any subsidiary corporation or parent corporation of
         the Company (hereinafter, a "10% Shareholder"), the purchase price
         for each Share shall be such amount as the Administrator in its best
         judgment shall determine to be not less than 110% of the Fair Market
         Value per Share at the date the Incentive Stock Option is granted.
         In determining stock ownership of a Participant for any purposes


                                 Page 12 of 23

         under the Plan, the rules of Section 424(d) of the Code shall be
         applied, and the Administrator may rely on representations of fact
         made to it by the Participant and believe it to be true.

    (b)  OPTION TERM.  The term of each Option shall be fixed by the
         Administrator which in any event shall not exceed a term of ten (10)
         years from the date of the grant, provided, however, that the term of
         any Incentive Stock Option granted to any 10% Shareholder shall not
         be exercisable after the expiration of five (5) years from the date
         such Incentive Stock option was granted.
 
    (c)  MAXIMUM GRANT OF INCENTIVE STOCK OPTIONS.  The aggregate Fair Market
         Value (determined on the date the Incentive Stock Option is granted)
         of Shares subject to an Incentive Stock Option (when first
         exercisable) granted to a Participant by the Administrator in any
         calendar year shall not exceed $100,000.

    (d)  TIME AND METHOD OF EXERCISE.  Subject to the provisions of the Plan,
         the Administrator shall determine the time or times at which an
         Option may be exercised in whole or in part and the method or methods
         which shall consist of cash, shares, cancellation of indebtedness of
         the Company owing to the optionee, other property, or any combination
         thereof, having a Fair Market Value on the exercise date equal to the
         relevant exercise price, in which, payment of the exercise price with
         respect thereto may be made or deemed to have been made.
          
    (e)  LIMITS ON TRANSFER OF OPTIONS.  No Option shall be transferable by a
         Participant otherwise than by will or by the laws of descent and
         distribution; provided, however, that, if so determined by the
         Administrator, a Participant may, in the manner established by the
         Administrator, designate a beneficiary or beneficiaries to exercise
         the rights of the Participant and receive any Shares purchased with
         respect to any Option upon the death of the Participant.  Each Option
         shall be exercisable during the Participant's lifetime only by the
         Participant or, if permissible under applicable law, by the
         Participant's guardian or legal representative. No Option or Shares
         underlying any Option shall be pledged, alienated, attached or
         otherwise encumbered, and any purported pledge, alienation,
         attachment or encumbrance thereof shall be void and unenforceable
         against the Company or any Affiliate.

    (f)  RESTRICTIONS; SECURITIES EXCHANGE LISTING.  All certificates for
         Shares delivered upon the exercise of Options under the Plan shall
         be subject to such stop transfer orders and other restrictions as
         the Administrator may deem advisable under the Plan or the rules,
         regulations and other requirements of the Securities and Exchange
         Commission and any applicable federal or state securities laws, and
         the Administrator may cause a legend or legends to be placed on such
         certificates to make appropriate reference to such restrictions.  If
         the Shares or other securities are traded on a national securities
         exchange, the Company shall not be required to deliver any Shares
         covered by an Option unless and until such Shares have been admitted
         for trading on such securities exchange.
 
                                 Page 13 of 23


    (g)  TERMINATION OF EMPLOYMENT OR CONSULTANCY.
    
         (1)  Upon termination of the employment or consultancy, as the case
              may be, of any Participant, an Option previously granted to the
              Participant, unless otherwise specified herein or by the
              Administrator in the Option, shall, to the extent not
              theretofore exercised, not terminate or become null and void:
              
              (i)   If the Participant shall die while in the employ of the
                    Company or during either the three (3) month or one (1)
                    year period, whichever is applicable, specified in clause
                    (ii) below and at a time when such Participant was
                    entitled to exercise an Option as herein provided, the
                    legal representative of such Participant, or such Person
                    who acquired such Option by bequest or inheritance or by
                    reason of the death of the Participant, may, not later
                    than one (1) year from the date of death, exercise such
                    Option, to the extent not theretofore exercised, in
                    respect of any or all of such number of Shares as
                    specified by the Administrator in such Option; and

              (ii)  If the employment or consultancy of any Participant to
                    whom such Option shall have been granted shall terminate
                    by reason of the Participant's retirement (at such age or
                    upon such conditions as shall be specified by the Board
                    of Directors), disability (as described in Section 22(e)
                    of the Code) or dismissal by the Company other than for
                    cause (as defined below), and while such Participants
                    entitled to exercise such Option as herein provided, such
                    Participant shall have the right to exercise such Option
                    so granted, to the extent not theretofore exercised, in
                    respect of any or all of such number of Shares as
                    specified by the Administrator in such Option, at any
                    time up to and including: (I) three (3) months after the
                    date of such termination of employment or consultancy in
                    the case of termination by reason of retirement or
                    dismissal other than for cause; and (II) one (1) year
                    after the date of termination of employment or consultancy
                    in the case of termination by reason of disability.
                    
         (2)  If a Participant voluntarily terminates his or her employment
              or consultancy, as the case may be, or is discharged for cause,
              any Option granted hereunder shall, unless otherwise specified
              by the Administrator in the Option, forthwith terminate with
              respect to any unexercised portion thereof.
               
         (3)  If an Option granted hereunder shall be exercised by the legal
              representative of a deceased or disabled Participant, or by a
              person who acquired an Option granted hereunder by bequest or
              inheritance or by reason of death of any such person, written
              notice of such exercise shall be accompanied by a certified copy


                                 Page 14 of 23


              of letters testamentary or equivalent proof of the right of such
              legal representative or other person to exercise such Option.
              
         (4)  For all purposes of the Plan, the term "for cause" shall mean:

              (i)   With respect to a Participant who is a party to a written
                    employment or consultancy agreement with the Company, as
                    the case may be, which contains a "for cause" definition
                    or "cause" (or words of like import) for purposes of
                    termination of employment or consultancy thereunder by the
                    Company, "for cause" or "cause" as defined in the most
                    recent of such agreements; or

              (ii)  In all other cases, as determined by the Administrator, in
                    in its sole discretion, that one or more of the following
                    has occurred: (I) any failure by a Participant to
                    substantially perform his or her employment or consultancy
                    duties, as the case may be, which shall not have been
                    corrected within thirty (30) days following written notice
                    thereof; (II) any engaging by such Participant in
                    misconduct or, in the case of an officer Participant, any
                    failure or refusal by such officer Participant to follow
                    the directions of the Company's Board of Directors or
                    Chief Executive Officer of the Company which, in either
                    case, is injurious to the Company or any Affiliate; (III)
                    any breach by a Participant of any obligation or
                    specification contained in the instrument pursuant to
                    which an Option is granted; or (IV) such Participant's
                    conviction or entry of a plea of nolo contendere in
                    respect of any felony, or of a misdemeanor which results
                    in or is reasonably expected to result in economic or
                    reputational injury to the Company or any of its Affiliates.


                                   SECTION 7
                                   ---------
                                   
                    AMENDMENT AND TERMINATION;  ADJUSTMENTS
                    ---------------------------------------

Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Option Agreement or in the Plan:


    (a)  AMENDMENTS TO THE PLAN.  The Board of Directors of the Company may
         amend, alter, suspend, discontinue or terminate the Plan; provided,
         however, that, notwithstanding any other provision of the Plan or any
         Stock Option, without approval of the stockholders of the Company,
         no such amendment, alteration, suspension, discontinuation or
         termination shall be made that, absent such approval:



                                 Page 15 of 23


         (i)   Would cause Rule 16b-3 to become unavailable with respect to
               the Plan;

         (ii)  Would violate the rules or regulations of any national
               securities exchange on which the Shares of the Company are
               traded or the rules or regulations of the National Association
               of Securities Dealers, Inc. that are applicable to the
               Company; or

         (iii) Would cause the Company to be unable, under the Code, to grant
               Incentive Stock Options under the Plan.
               
    (b)  AMENDMENTS TO OPTION GRANTS.  The Administrator may waive any
         conditions or rights of the Company under any outstanding Option
         grant, prospectively or retroactively.  The Administrator may not
         amend, alter, suspend, discontinue or terminate any outstanding
         Option grant, prospectively or retroactively, without the consent of
         the Participant or holder or beneficiary thereof, except as
         otherwise herein provided.
 
    (c)  CORRECTION OF DEFECTS, OMISSIONS AND INCONSISTENCIES.  The
         Administrator may correct any defect, supply any omission or
         reconcile any inconsistency in the Plan or any Option in the manner
         and to the extent it shall deem desirable to carry the Plan into
         affect.

                                   SECTION 8
                                   ---------

                      INCOME TAX WITHHOLDING; TAX BONUSES
                      -----------------------------------

    (a)  WITHHOLDING.  In order to comply with all applicable federal or state
         income tax laws or regulations, the Company may take such action as
         it deems appropriate to ensure that all applicable federal or state
         payroll, withholding, income or other taxes, which are the sole and
         absolute responsibility of a Participant, are withheld or collected
         from such Participant.  In order to assist a Participant in paying
         all or a portion of the federal and state taxes to be withheld or
         collected upon exercise of any Option, the Administrator, in its
         discretion and subject to such additional terms and conditions as it
         may adopt, may permit the Participant to satisfy such tax obligation
         by (i) electing to have the Company withhold a portion of the Shares
         otherwise to be delivered upon exercise of any Option with a Fair
         Market Value equal to the amount of such taxes or (ii) delivering to
         the Company Shares other than the shares issuable upon exercise of
         the applicable Option with a Fair Market Value equal to the amount of
         such taxes.  The election, if any, must be made on or before the date
         that the amount of tax to be withheld is determined.
          



                                 Page 16 of 23


    (b)  TAX BONUSES.  The Administrator, in its discretion, shall have the
         authority, at the time of grant of any Option under this Plan or at
         any time thereafter, to approve cash bonuses to designated
         Participants to be paid upon their exercise in order to provide
         funds to pay all or a portion of federal and state taxes due as a
         result of such exercise.  The Administrator shall have full authority
         in its discretion to determine the amount of any such tax bonus.


                                   SECTION 9
                                   ---------

                              GENERAL PROVISIONS
                              ------------------

    (a)  NO RIGHTS TO OPTION GRANTS.  No Eligible Person, Participant or other
         Person shall have any claim to be granted an Option under the Plan,
         and there is no obligation for uniformity of treatment of Eligible
         Persons, Participants or holders or beneficiaries of Options granted
         under the Plan.  The terms and conditions of Options need not be the
         same with respect to any Participant or with respect to different
         Participants.
 
    (b)  OPTION AGREEMENTS.  No Participant will have rights under an Option
         granted to such Participant unless and until a written Option shall
         have been duly executed on behalf of the Company.  Each Option shall
         set forth the terms and conditions of the Option as granted to a
         Participant consistent with the provisions of this Plan.
         
    (c)  LIMIT ON OTHER COMPENSATION ARRANGEMENTS.  Nothing contained in the
         Plan shall prevent the Company or any Affiliate from adopting or
         continuing in effect other or additional compensation arrangements,
         and such arrangements may be either generally applicable or
         applicable only in specific cases.

    (d)  NO RIGHT TO EMPLOYMENT.  The grant of an Option shall not be
         construed as giving a Participant the right to be retained in the
         employ of the Company or any Affiliate, nor will it affect in any way
         the right of the Company or an Affiliate to terminate such employment
         at any time, with or without cause.  In addition, the Company or an
         Affiliate may at any time dismiss a Participant from employment free
         from any liability or any claim under the Plan, unless otherwise
         expressly provided in the Plan or in any Option.

    (e)  GOVERNING LAW.  The validity, construction and effect of the Plan or
         any Option granted hereunder, and any rules and regulations relating
         to the Plan or any Option granted hereunder, shall be determined in
         accordance with the laws of the State of Delaware except to the
         extent preempted by Federal law.
         



                                 Page 17 of 23


    (f)  SEVERABILITY.  If any provision of the Plan or any Option is or
         becomes or is deemed to be invalid, illegal or unenforceable in any
         jurisdiction or would disqualify the Plan or any Option under any
         law deemed applicable by the Administrator, such provision shall be
         construed or deemed amended to conform to applicable laws, or if it
         cannot be so construed or deemed amended without, in the
         determination of the Administrator, materially altering the purpose
         or intent of the Plan or the Option, such provision shall be stricken
         as to such jurisdiction or Option, and the remainder of the Plan or
         any Option shall remain in full force and effect.

    (g)  SECTION HEADINGS.  The section headings included herein are only for
         convenience, and they shall have no effect on the interpretation of
         the Plan.


                                   SECTION 10
                                   ----------

                           EFFECTIVE DATE OF THE PLAN
                           --------------------------

The Plan shall be effective on January 1, 1998 (the "Plan Effective Date").




                                   SECTION 11
                                   ----------

                                TERM OF THE PLAN
                                ----------------

Unless the Plan shall have been discontinued or terminated as provided in
Section 7(a), the Plan shall terminate on December 31, 2007.  No Option shall
be granted after the termination of the Plan.  However, unless otherwise
expressly provided in the Plan or in an applicable Stock Option, any Option
theretofore granted may extend beyond the termination of the Plan, and the
authority of the Administrator provided for hereunder with respect to the Plan
and any Option grants, and the authority of the Board of Directors of the
Company to amend the Plan, shall extend beyond the termination of the Plan.

   IN WITNESS WHEREOF, this Plan has been duly executed at Hollywood, Florida
on this 10th day of December, 1997.

WINNERS ALL INTERNATIONAL, INC.

/s/  Howard Weiser
--------------------------
Mr. Howard Weiser
President and
Chairman of the Board

                                 Page 18 of 23 



EXHIBIT 4.2
-----------


                                 STOCK OPTION
                                 ------------


   The Board of Directors of Winners All International, Inc. (the "Company")
has authorized and approved the 1998 Employee and Consultant Stock Option
Plan (the "Plan").  The Plan provides for the grant of Options to employees
including officers and directors and consultants of the Company.  Unless
otherwise provided herein all defined terms shall have the respective meanings
ascribed to them under the Plan.


1.  GRANT OF OPTION.  Pursuant to authority granted to it under the Plan, the
    Administrator responsible for administering the Plan hereby grants to you,
    as an employee or consultant of the Company and as of ____________, 1998
    (the "Grant Date"), the following options ______________________________.
    Each Option permits you to purchase one share of the Company's Common
    Stock, $.01 par value per share.

2.  CHARACTER OF OPTIONS.  Pursuant to the Plan, Options granted herein may be
    Incentive Stock Options or Non-Qualified Stock Options, or both.  To the
    extent permitted under the Plan and by law, such Options shall first be
    considered Incentive Stock Options.
 
3.  EXERCISE PRICE.  The Exercise Price for each Non-Qualified Stock Option
    granted herein shall be $____________ per share, and the exercise price
    for each Incentive Stock Option granted herein shall be $_________ per
    share.  It is agreed and determined by the Administrator that the Fair
    Market Value of the Company's Common Stock subject to the Options herein
    on the date of grant is $________ per share.

4.  PAYMENT OF EXERCISE PRICE.  Options represented hereby may be exercised
    in whole or in part by delivering to the Company your payment of the
    Exercise Price of the Option(s) so exercised in cash, Shares, cancellation
    of indebtedness of the Company owing to the optionee, or in such form
    permitted under the Plan, or any combination thereof, having a Fair Market
    Value on the exercise date equal to the relevant exercise price of the
    relevant Options being exercised.

5.  TERMS OF OPTIONS.  The term of each Option granted herein shall be for a
    term of up to ______ (___) years from the Grant Date, provided, however,
    that the term of any Incentive Stock Option granted herein shall not be
    exercisable after the expiration of five (5) years from the Grant Date.
 





                                 Page 19 of 23


6.  LIMITS ON TRANSFER OF OPTIONS.  The Options granted herein shall not be
    transferable by you otherwise than by will or by the laws of descent and
    distribution; provided, however, that you may designate a beneficiary or
    beneficiaries to exercise your rights and receive any Shares purchased
    with respect to any Option upon your death.  Each Option shall be
    exercisable during your lifetime only by you or, if permissible under
    applicable law, by your legal representative.  No Option herein granted
    or Shares underlying any Option shall be pledged, alienated, attached or
    otherwise encumbered, and any purported pledge, alienation, attachment or
    encumbrance thereof shall be void and unenforceable against the Company
    or any Affiliate.
     
7.  TERMINATION OF EMPLOYMENT OR CONSULTANCY.

    (a)  Upon the termination of your employment or consultancy with the
         Company, and to the extent not theretofore exercised, your Options
         shall continue to be valid; provided, however, that:

         (i)   If you die while in the employ of the Company or during either
               the three (3) month or one (1) year period, whichever is
               applicable, specified in clause (ii) below and at a time when
               you otherwise would have been entitled to exercise Options as
               herein provided, your legal representative, or any Person who
               acquires such Options by bequest or inheritance or by reason
               of your death, may, not later than one (1) year from the date
               of death, exercise such Options, to the extent not theretofore
               exercised, in respect of any or all of such number of Shares;
               and

 
         (ii)  if your employment or consultancy shall terminate by reason of
               retirement (at such age or upon such conditions as shall be
               specified by the Board of Directors), disability (as described
               in Section 22(c)(3) of the Code) or dismissal by the Company
               other than for cause (as defined below), and while your are
               entitled to exercise such Options as herein provided, you shall
               have the right to exercise such Options as so granted, to the
               extent not theretofore exercised, in respect of any or all of
               such number of Shares, at any time up to and including: (I)
               three (3) months after the date of such termination of
               employment or consultancy in the case of termination by reason
               of retirement or dismissal other than for cause; and (II) one
               (1) year after the date of termination of employment or
               consultancy in the case of termination by reason of disability.

    (b)  If you voluntarily terminate your employment or consultancy, or are
         discharged for cause, any Options granted hereunder shall forthwith
         terminate with respect to any unexercised portion thereof.





                                 Page 20 of 23

          
    (c)  If any Options granted hereunder shall be exercised by your legal
         representative if you should die or become disabled, or by any
         person who acquired any Options granted hereunder by bequest or
         inheritance or by reason of death of any such person written notice
         of such exercise shall be accompanied by a certified copy of letters
         testamentary or equivalent proof of the right of such legal
         representative or other person to exercise such Options.

    (d)  For all purposes of the Plan, the term "for cause" shall mean "cause"
         as defined in the Plan or your employment or consultancy agreement
         with the Company.

8.  RESTRICTION;  SECURITIES EXCHANGE LISTING.  All certificates for shares
    delivered upon the exercise of Options granted herein shall be subject to
    such stop transfer orders and other restrictions as the Administrator may
    deem advisable under the Plan or the rules, regulations and other
    requirements of the Securities and Exchange Commission ("SEC") and any
    applicable federal or state securities laws, and the Administrator may
    cause a legend or legends to be placed on such certificates to make
    appropriate reference to such restrictions.  If the Shares or other
    securities are traded on a national securities exchange, the Company
    shall not be required to deliver any Shares covered by an Option unless
    and until such Shares have been admitted for trading on such securities
    exchange.
 
9.  AMENDMENTS TO OPTIONS HEREIN GRANTED.  The Options granted herein may not
    be amended without your consent.
 
10. WITHHOLDING TAXES.  As provided in the Plan, the Company may withhold
    from sums due or to become due to you from the Company an amount necessary
    to satisfy its obligation to withhold taxes incurred by reason of the
    disposition of the Shares acquired by exercise of the Options in a
    disqualifying disposition (within the meaning of Section 421(b) of the
    Code), or may require you to reimburse the Company in such amount.

Please indicate your acceptance of all the terms and conditions of the Option
and the Plan by signing and returning a copy of this Agreement.

Very truly yours,

WINNERS ALL INTERNATIONAL, INC.


______________________________









                                 Page 21 of 23


EXHIBIT 5.1 and EXHIBIT 23.1
----------------------------
           
                                (ON LETTERHEAD)

                        CONSENT AND OPINION OF COUNSEL
                        ------------------------------


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549



         	Re:	Winners All International, Inc. (the "Company")
              Form S-8 Registration Statement


Gentlemen:

The undersigned is required to render an opinion concerning the filing of a
Form S-8 Registration Statement registering 3,000,000 shares pursuant to the
Company's 1998 Employee and Consultant Stock Option Plan (the "Plan").  In
this connection the undersigned has, among other things, reviewed the Plan,
the Form S-8 Registration Statement, Prospectus, Form of Option, the minutes
and by-laws of the Company, corporate records and other filings with the
Securities and Exchange Commission, consulted with the principals of the
Company and engaged in such other research and review as deemed applicable
and pertinent hereto.

Based upon the results of such inquiry and knowledge and information gleaned
from the various documentation, the undersigned is of the opinion that the
3,000,000 shares which are the subject of this registration statement, have
been properly and duly reserved for issuance pursuant to the Company's Plan
and such shares, issuable upon exercise of options granted pursuant to the
Plan by the Company's Board of Directors, when issued upon receipt of payment
therefor, will be validly issued, fully paid and nonassesable.

The undersigned hereby consents to the use of its name and all references to
this firm in the Form S-8 Registration Statement covering shares reserved
under the 1998 Employee and Consultant Stock Option Plan.

Very truly yours,


/s/ Alfred V. Greco
-------------------
Alfred V. Greco, P.C.


January 26, 1998

                                 Page 22 of 23


EXHIBIT 23.2
------------

                               (ON LETTERHEAD)


                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
                  -----------------------------------------


We consent to the use of our report dated April 30, 1997 on our audit of the
financial statements of Winners All International, Inc. as of December 31,
1996 and the two years ended July 31, 1996 and 1995 and to all references to
this firm included in the Form 10-KSB for fiscal year ended December 31, 1996
incorporated by reference in the Form S-8 Registration Statement of Winners
All International, Inc.



/s/ Joel Baum
-----------------
Joel S. Baum, CPA


January 13, 1998


























                                 Page 23 of 23
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 57877}]
{"company-data": {"conformed-name": "WINNERS ALL INTERNATIONAL INC", "cik": "0000875296", "assigned-sic": "6794", "irs-number": "133545304", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44971", "film-number": "98514010"}, "business-address": {"street1": "3475 SHERIDAN STREET", "street2": "SUITE 301", "city": "HOLLYWOOD", "state": "FL", "zip": "33021", "phone": "9549645533"}, "mail-address": {"street1": "3475 SHERIDAN STREET", "street2": "SUITE 301", "city": "HOLLYWOOD", "state": "FL", "zip": "33021"}}
As Filed with the Securities and Exchange Commission on January 27, 1998.
                                               Registration Number 333-
------------------------------------------------------------------------------
 
                      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 of                            (IRS Employer
incorporation or organization)                         Identification Number)

                         3475 Sheridan Street, Suite 301
                            Hollywood, Florida 33021
                           Telephone:  (954) 964-5553
                     ---------------------------------------
                     (Address of principal executive offices)

                          Winners All International, Inc.
                 1998 Employee and Consultant Stock Option Plan
                 ----------------------------------------------
                            (Full title of the Plan)

                              Alfred V. Greco, P.C.
                          666 Fifth Avenue (14th Floor)
                            New York, New York 10103
                           Telephone:  (212) 246-6550
            ----------------------------------------------------------   
            (Name, address and telephone number of agent for service.)

                         CALCULATION OF REGISTRATION FEE

                                    Proposed      Proposed
                                    maximum       maximum
 Title of                           offering      aggregate    	Amount of
 securities to     Amount to be     price per     offering      registration
 be registered     registered       share (a)     price (a)     fee (a)
 --------------    ------------     ---------     ----------    ------------
 Common Stock
 $.01 par value     3,000,000         $.75        $2,250,00        $775.80
 
 (a)  estimated solely for purposes of computing filing fee.

                                 Page 1 of 23

PART I.  INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1:  Plan Information.

The information required by Part I is included in documents to be sent or
given to the participants.

ITEM 2:  Registration Information and Employee Plan Annual Information.

Upon written or oral request, Winners All International, Inc., a Delaware
corporation (the "Registrant") will provide, without charge, a copy of all
documents incorporated by reference in Item 3 of Part II of this Registration
Statement, which are incorporated by reference in the Section 10(a)
Prospectus, and all other documents required to be delivered to employees
pursuant to Rule 428(b) promulgated under the Securities Act of 1933, as
amended (the "Securities Act").  All requests should be made to Winners All
International, Inc., attn:  Howard Weiser, President, 3475 Sheridan Street,
Suite 301, Hollywood, Florida 33021, telephone number (954)964-5553.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3:  Incorporation of Documents by Reference.

The following documents, which are on file with the Securities and Exchange
Commission (the "Commission"), are incorporated in this Registration
Statement by reference:

(a) Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 1996.
 
(b) Quarterly Report on Form 10-QSB/A for the Period Ended September 30, 1997.

(c) Quarterly Report on Form 10-QSB for the Period Ended September 30, 1997.
 
(d) Quarterly Report on Form 10-QSB for the Period Ended June 30, 1997.
 
(e) Quarterly Report on Form 10-QSB for the Period Ended March 31, 1997.

(f) Form 8-K dated October 23, 1997.
 
(g) Form 8-K dated July 16, 1997.
 
(h) Form 8-K dated February 17, 1997.

(i) The description of the Common Stock which is contained in the registration
    statements filed under the Securities and Exchange Act of 1934, as amended
    (the "Exchange Act"), including any amendment or report filed for the
    purpose of updating such description.

                                 Page 2 of 23

All documents filed by the Registrant pursuant to Section 13(a), 14 and 15(d)
of the Exchange Act prior to the filing of a post-effective amendment which
indicate that all shares offered hereby have been sold or which deregisters
all shares then remaining unsold, shall be deemed to be incorporated in this
Registration Statement by reference and to be a part hereof from the date of
filing of such documents.

ITEM 4:  Description of Securities.
              N/A
              

ITEM 5:  Interests of Named Experts and Counsel.
              N/A
              

ITEM 6:  Indemnification of Directors and Officers.

The Registrant's Certificate of Incorporation generally provides for the
maximum indemnification of a corporation's officers and directors as permitted
by law in the State of Delaware.  Delaware law empowers a corporation to
indemnify any person who was or is a party or who is threatened to be made a
party to any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, except in the case
of an action by or in the right of the corporation, by reason of the fact that
he or she 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 or other enterprise.  Depending on
the character of the proceeding, a corporation may indemnify against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action, suit or
proceeding if the person indemnified acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceedings, had no
reasonable cause to believe his or her conduct was unlawful.

A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by
or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he or she 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
or other enterprise, against expenses, including amounts paid in settlement
and attorney's fees actually and reasonably incurred by him or her in
connection with the defense or settlement of the action or suit if he or she
acted in good faith and in a manner which he or she reasonably believed to be
in or not opposed to the best interests of the corporation.  Indemnification
may not be made for any claim issue or matter as to which such a person has
been adjudged by a court of competent jurisdiction, after exhaustion of all
appeals therefrom, to be liable to the corporation or for amounts paid in
settlement to the corporation unless and only to the extent that the court in
which the action or suit was brought or other court of competent jurisdiction

                                 Page 3 of 23

determines upon application that in view of all the circumstances of the case,
the person is fairly and reasonably entitled to indemnity for which expenses
as the court deems proper.

To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit
or proceeding referred to above, or in defense of any claim, issue or matter
therein, he or she must be indemnified by the corporation against expenses,
including attorney's fees, actually and reasonably incurred by him or her in
connection with the defense.  Any indemnification under this section, unless
ordered by a court or advanced pursuant to this section, must be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination must be made: (a) by the stockholders; (b) by
the board of directors by majority vote or a quorum consisting of directors
who were not parties to the action, suit or proceeding; (c) if a majority vote
vote of a quorum consisting of directors who were not parties to the action,
suit or proceeding so orders, by independent legal counsel in a written
opinion; or (d) if a quorum consisting of directors who were not parties to
the action, suit or proceeding cannot be obtained, by independent legal
counsel in a written opinion.

The certificate of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred
in defending a civil or criminal action, suit or proceeding must be paid by
the corporation as they are incurred and in advance of the final disposition
of the action, suit or proceeding upon receipt of an undertaking by or on
behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he or she is not entitled
to be indemnified by the corporation.  The provisions of this section do not
affect any rights to advancement of expenses to which corporate personnel
other than directors or officers may be entitled under any contract or
otherwise by law.

The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this section: (a) does not exclude any other rights to which
a person seeking indemnification or advancement or expenses may be entitled
under the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his or her official capacity or an action in another capacity while holding
his or her office, except that indemnification, unless ordered by a court
pursuant to this section or for the advancement of any director or officer if
a final adjudication establishes that his or her acts or omissions involved
intentional misconduct, fraud or a knowing violation of the law and was
material to the cause of action; and (b) continues for a person who has ceased
to be a director, officer, employee or agent and inures to the benefit of the
heirs, executors and administrators of such a person.

ITEM 7:  Exemption From Registration Claimed.
              N/A
                  

                                 Page 4 of 23

 
ITEM 8:  Exhibits.

4.1     1998 Employee and Consultant Stock Option Plan.
 
4.2     Form of Stock Option between the Registrant and grantee.

5.1     Opinion of Alfred V. Greco, P.C.

23.1    Consent of Alfred V. Greco, P.C. (Consent included in Exhibit 5.1).
 
23.2    Consent of Joel S. Baum, CPA.

ITEM 9:  Undertaking.

(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:
          
          (i)    To include any prospectus required by Section 10(1)(3) of the
                 Securities Act;

          (ii)   To reflect in the prospectus any facts or events which,
                 individually or together, represent a fundamental change in
                 the information in the Registration Statement;

          (iii)  To include any additional or changed material information on
                 the plan of distribution;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above
          do not apply if the Registration Statement is on Form S-3 or Form
          S-8, and the information required to be included in a post-effective
          amendment by those paragraphs is incorporated by reference from
          periodic reports filed by the Registrant under the Exchange Act.
          
     (2)  That, for determining liability under the Securities Act, to treat
          each such post-effective amendment as a new registration statement
          of the securities offered, and the offering of such securities at
          that time to be the initial bona fide offering.

     (3)  To remove from registration by means of a post-effective amendment
          any of the securities being registered that remain unsold at the end
          of the offering.
          
(b)  Insofar as indemnification for liabilities arising under the Securities
     Act may be permitted to directors, officers and controlling persons of
     the Registrant pursuant to the foregoing provisions, the Registrant has
     been advised that in the opinion of the Commission such indemnification
     is against public policy as expressed in the Securities Act and is,
     therefore, unenforceable.  In the event that a claim for indemnification
     against such liabilities (other than the payment by the Registrant of

                                 Page 5 of 23

 
     expenses incurred or paid by a director, officer or controlling person
     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
     Securities Act and will be governed by the final adjudication of such
     issue.
     

                                 Page 6 of 23 

                                  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 the City of Hollywood, State of
Florida on January 26, 1998.

WINNERS ALL INTERNATIONAL, INC.

By: /s/ Howard Weiser
    -------------------------------
    Mr. Howard Weiser
    President, Chairman of the Board and Secretary

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
capacity(ies) and on the dates indicated.

  Name and Capacity(s)                                        Date
------------------------                                ----------------

/s/ Howard Weiser                                       January 26, 1998
------------------------
Mr. Howard Weiser
President, Chairman of
the Board and Secretary

/s/ Edgar M. Reynolds                                   January 26, 1998
------------------------
Mr. Edgar M. Reynolds
Vice President, Director
and Treasurer

/s/ David M. Goldblatt                                  January 26, 1998
------------------------
Mr. David M. Goldblatt
Director

/ /                                                     January 26, 1998
------------------------
Mr. Charles Gargano
Director

                                 Page 7 of 23

 
EXHIBIT 4.1
-----------

                       WINNERS ALL INTERNATIONAL, INC.

                1998 EMPLOYEE AND CONSULTANT STOCK OPTION PLAN

                                   SECTION 1
                                   ---------

                                   PURPOSES
                                   --------

   WINNERS ALL INTERNATIONAL, INC. (the "Company") desires to afford certain
of its key employees, officers and consultants who are responsible for the
continued growth of the Company an opportunity to acquire a proprietary
interest in the Company, and thus to create in such individuals a greater
concern for the welfare of the Company and its subsidiaries.

The Company, by means of this Employee and Consultant Stock Option Plan (the
"Plan"), seeks to retain the services of persons now holding key positions
and to secure the services of persons capable of filling such positions.

The stock options offered pursuant to the Plan are a matter of separate
inducement and are not in lieu of any salary or other compensation for the
services of any key employee or consultant.

The stock options granted under the Plan are intended to be either incentive
stock options within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended, or options that do not meet the requirements for
incentive stock options.

                                   SECTION 2
                                   ---------

                                  DEFINITIONS
                                  -----------

As used in the Plan, the following terms shall have the meanings set forth
below:

    (a)  "Administrator" shall mean the Board of Directors or a committee of
         the Board of Directors of the Company designated by such Board to
         administer the Plan, which shall consist of not less than two (2)
         "Non-Employee Directors," as such term is defined in Rule 16b-3 (b)
         (3) (I) promulgated under the Securities Exchange Act of 1934, as
         amended, each having the requisite qualifications thereunder to
         satisfy the requirements of Rule 16b-3.

                                 Page 8 of 23

    (b)  "Affiliate" shall mean (i) any entity that, directly or indirectly
         through one or more intermediaries, is controlled by the Company
         and (ii) any entity in which the Company has a significant equity
         interest.
 
    (c)  "Code" shall mean the Internal Revenue Code of 1986, as amended
         from time to time, and any regulations promulgated thereunder.

    (d)  "Company" shall mean "WINNERS ALL INTERNATIONAL, INC.", a Delaware
         corporation.
 
    (e)  "Eligible Person" shall mean any employee, officer or consultant
         providing services to the Company or any Affiliate who the
         Administrator determines to be an Eligible Person.  A director of
         the Company who is not also an employee of the Company or an
         Affiliate shall not be an Eligible Person.
 
    (f)  "Fair Market Value" shall mean the closing "bid" price of the
         Company's Shares on the date in question as quoted on the
         Electronic Bulletin Board of the National Association of Securities
         Dealers or its Automated Quotation System ("NASDAQ") or any
         successor national stock exchange on which the common stock is then
         traded, provided, however, that if on the date in question there is
         no public market for the Company's Shares and they are neither
         quoted on "NASDAQ" nor traded on a national securities exchange,
         then the Administrator shall, in its sole discretion and best
         judgment, determine the Fair Market value.
 
    (g)  "Incentive Stock Option" shall mean an option granted under the Plan
         that is intended to meet the requirements of Section 422 of the Code
         or any successor provision.
 
    (h)  "Non-Qualified Stock Option" shall mean an option granted under the
         Plan that is not intended to be an Incentive Stock Option.
           
    (i)  "Option" shall mean an Incentive Stock Option or a Non-Qualified
         Stock Option.
 
    (j)  "Option Agreement" shall mean any written agreement, contract or
         document evidencing any Option granted under the Plan.
 
    (k)  "Participant" shall mean an Eligible Person designated to be granted
         an Option under the Plan.
 
    (l)  "Person" shall mean any individual, corporation, partnership,
         association, limited liability company, association or trust.

    (m)  "Plan" shall mean this 1998 Employee and Consultant Stock Option
         Plan, as amended from time to time.
 

                                 Page 9 of 23

    (n)  "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities
         and Exchange Commission under the Securities Exchange Act of 1934,
         as amended, or any successor rule or regulation.
 
    (o)  "Shares" shall mean shares of common stock, $.01 par value, of the
         Company.

                                   SECTION 3
                                   ---------

                                ADMINISTRATION
                                --------------

The Plan shall be administered by the Administrator.  Subject to the express
provisions of the Plan and to applicable law, the Administrator shall have
full power and authority to:

    (a) designate Participants;

    (b) determine the types of Options (e.g., whether Incentive Stock Options
        or Non-Qualified Stock Options) to be granted to each Participant
        under the Plan;

    (c) determine the number of Shares to be covered by each Option;

    (d) determine the terms and conditions of any Option Agreement;

    (e) amend the terms and conditions of any Option Agreement and accelerate
        the exercisability of Options covered thereunder;

    (f) determine whether, to what extent and under what circumstances Options
        may be exercised in cash, shares, cancellation of indebtedness of the
        Company owing to the optionee, other securities, other property, or
        any combination thereof, or or canceled, forfeited or suspended;

    (g) determine whether, to what extent and under what circumstances Options
        shall be deferred either automatically or at the election of the
        holder thereof or the Administrator;

    (h) interpret and administer the Plan and any instrument or Option
        Agreement relating to, or Option granted under the Plan;

    (i) establish, amend, suspend or waive such rules and regulations and
        appoint such agents as it shall deem appropriate for the proper
        administration of the Plan; and

    (j) make any other determination and take any other action that it deems
        necessary or desirable for the administration of the Plan.

                                 Page 10 of 23

 
Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations and other decisions under or with respect
to the Plan or any Option shall be within the sole discretion of the
Administrator, may be made at any time and shall be final, conclusive and
binding upon any Participant, any holder or beneficiary of any Option granted
under the Plan and any employee of the Company or any Affiliate.

                                   SECTION 4
                                   ---------

                      AVAILABLE SHARES SUBJECT TO OPTION
                      ----------------------------------

    (a)  SHARES AVAILABLE.  The total number of Shares for which Options may
         be granted pursuant to the Plan shall be 3,000,000 Shares in the
         aggregate, subject to adjustments as provided in Section 4(C).  If
         any Shares covered by an Option or to which an Option relates are
         not purchased or are forfeited, or if an Option otherwise expires,
         then the number of Shares counted against the aggregate number of
         Shares available under the Plan with respect to such Option, to the
         extent of any such forfeitures or terminations, shall again be
         available for Options under the Plan.

    (b)  ACCOUNTING FOR SHARES COVERED BY AN OPTION.  For purposes of this
         Section 4, the number of Shares covered by an Option shall be
         counted on the date of grant of such Option against the aggregate
         number of Shares available for granting Options under the Plan.
          
    (c)  ADJUSTMENTS.  In the event that the Administrator shall determine
         that any dividend or other distribution (whether in the form of
         cash, shares, other securities or other property), recapitalization,
         stock split, reverse stock split, reorganization, merger,
         consolidation, split-up, spin-off, combination, repurchase or
         exchange of shares or other securities of the Company, issuance of
         warrants or other rights to purchase shares or other securities of
         the Company or other similar rights to purchase shares or other
         securities of the Company or other similar corporation transaction
         or event affects the Shares subject to Option grants under the Plan
         such that an adjustment is determined by the Administrator to be
         appropriate in order to prevent dilution or enlargement of the
         benefits or potential benefits intended to be made available under
         the Plan, then the Administrator shall, in such manner as it may deem
         equitable, adjust any or all of (i) the number of Shares which may
         thereafter be made the subject of Options; (ii) the number of Shares
         subject to outstanding Option awards; (iii) the purchase or exercise
         price with respect to any Option, provided, however, that the number
         of Shares covered by an Option or to which such Option relates shall
         always be a whole number.

                                 Page 11 of 23

    (d)  INCENTIVE STOCK OPTIONS. Notwithstanding the foregoing, the number of
         Shares available for granting Incentive Stock Options under the Plan
         shall not exceed 750,000 subject to adjustment as provided in the
         Plan and Section 422 or 424 of the Code or any successor provisions.

                                   SECTION 5
                                   ---------
                                   
                                  ELIGIBILITY
                                  -----------

Any Eligible Person shall be eligible to be designated a Participant.  In
determining which Eligible Persons shall receive an Option and the terms of
any Option, the Administrator may take into account the nature of the services
rendered by the respective Eligible Persons, their present and potential
contributions to the success of the Company or such other factors as the
Administrator, in its discretion, shall deem relevant.  Notwithstanding the
foregoing, an Incentive Stock Option may only be granted to full or part-time
employees (which term as used herein includes, without limitation, officers
and directors who are also employees) and an Incentive Stock Option shall not
be granted to an employee of an Affiliate unless such Affiliate is also a
"subsidiary corporation" of the Company within the meaning of Section 424(f)
of the Code or any successor provision.

                                   SECTION 6
                                   ---------

                                 OPTION AWARDS
                                 -------------

The Administrator is hereby authorized to grant Options to Participants
with the following terms and conditions and with such additional terms and
conditions not inconsistent with the provisions of the Plan as the
Administrator shall determine:

    (a)  EXERCISE PRICE.  The purchase price per Share purchasable under an
         Option shall be determined by the Administrator, provided, however,
         that such purchase price shall not be less than 100% of the Fair
         Market Value of a Share on the date of grant of such Option provided
         further, however, that in the case of an Incentive Stock Option
         granted to a Participant who, at the time such Option is granted,
         owns Shares of the Company or shares of any subsidiary corporation or
         parent corporation of the Company which possesses more than 10% of
         the Company or of any subsidiary corporation or parent corporation of
         the Company (hereinafter, a "10% Shareholder"), the purchase price
         for each Share shall be such amount as the Administrator in its best
         judgment shall determine to be not less than 110% of the Fair Market
         Value per Share at the date the Incentive Stock Option is granted.
         In determining stock ownership of a Participant for any purposes

                                 Page 12 of 23

         under the Plan, the rules of Section 424(d) of the Code shall be
         applied, and the Administrator may rely on representations of fact
         made to it by the Participant and believe it to be true.

    (b)  OPTION TERM.  The term of each Option shall be fixed by the
         Administrator which in any event shall not exceed a term of ten (10)
         years from the date of the grant, provided, however, that the term of
         any Incentive Stock Option granted to any 10% Shareholder shall not
         be exercisable after the expiration of five (5) years from the date
         such Incentive Stock option was granted.
 
    (c)  MAXIMUM GRANT OF INCENTIVE STOCK OPTIONS.  The aggregate Fair Market
         Value (determined on the date the Incentive Stock Option is granted)
         of Shares subject to an Incentive Stock Option (when first
         exercisable) granted to a Participant by the Administrator in any
         calendar year shall not exceed $100,000.

    (d)  TIME AND METHOD OF EXERCISE.  Subject to the provisions of the Plan,
         the Administrator shall determine the time or times at which an
         Option may be exercised in whole or in part and the method or methods
         which shall consist of cash, shares, cancellation of indebtedness of
         the Company owing to the optionee, other property, or any combination
         thereof, having a Fair Market Value on the exercise date equal to the
         relevant exercise price, in which, payment of the exercise price with
         respect thereto may be made or deemed to have been made.
          
    (e)  LIMITS ON TRANSFER OF OPTIONS.  No Option shall be transferable by a
         Participant otherwise than by will or by the laws of descent and
         distribution; provided, however, that, if so determined by the
         Administrator, a Participant may, in the manner established by the
         Administrator, designate a beneficiary or beneficiaries to exercise
         the rights of the Participant and receive any Shares purchased with
         respect to any Option upon the death of the Participant.  Each Option
         shall be exercisable during the Participant's lifetime only by the
         Participant or, if permissible under applicable law, by the
         Participant's guardian or legal representative. No Option or Shares
         underlying any Option shall be pledged, alienated, attached or
         otherwise encumbered, and any purported pledge, alienation,
         attachment or encumbrance thereof shall be void and unenforceable
         against the Company or any Affiliate.

    (f)  RESTRICTIONS; SECURITIES EXCHANGE LISTING.  All certificates for
         Shares delivered upon the exercise of Options under the Plan shall
         be subject to such stop transfer orders and other restrictions as
         the Administrator may deem advisable under the Plan or the rules,
         regulations and other requirements of the Securities and Exchange
         Commission and any applicable federal or state securities laws, and
         the Administrator may cause a legend or legends to be placed on such
         certificates to make appropriate reference to such restrictions.  If
         the Shares or other securities are traded on a national securities
         exchange, the Company shall not be required to deliver any Shares
         covered by an Option unless and until such Shares have been admitted
         for trading on such securities exchange.
 
                                 Page 13 of 23

    (g)  TERMINATION OF EMPLOYMENT OR CONSULTANCY.
    
         (1)  Upon termination of the employment or consultancy, as the case
              may be, of any Participant, an Option previously granted to the
              Participant, unless otherwise specified herein or by the
              Administrator in the Option, shall, to the extent not
              theretofore exercised, not terminate or become null and void:
              
              (i)   If the Participant shall die while in the employ of the
                    Company or during either the three (3) month or one (1)
                    year period, whichever is applicable, specified in clause
                    (ii) below and at a time when such Participant was
                    entitled to exercise an Option as herein provided, the
                    legal representative of such Participant, or such Person
                    who acquired such Option by bequest or inheritance or by
                    reason of the death of the Participant, may, not later
                    than one (1) year from the date of death, exercise such
                    Option, to the extent not theretofore exercised, in
                    respect of any or all of such number of Shares as
                    specified by the Administrator in such Option; and

              (ii)  If the employment or consultancy of any Participant to
                    whom such Option shall have been granted shall terminate
                    by reason of the Participant's retirement (at such age or
                    upon such conditions as shall be specified by the Board
                    of Directors), disability (as described in Section 22(e)
                    of the Code) or dismissal by the Company other than for
                    cause (as defined below), and while such Participants
                    entitled to exercise such Option as herein provided, such
                    Participant shall have the right to exercise such Option
                    so granted, to the extent not theretofore exercised, in
                    respect of any or all of such number of Shares as
                    specified by the Administrator in such Option, at any
                    time up to and including: (I) three (3) months after the
                    date of such termination of employment or consultancy in
                    the case of termination by reason of retirement or
                    dismissal other than for cause; and (II) one (1) year
                    after the date of termination of employment or consultancy
                    in the case of termination by reason of disability.
                    
         (2)  If a Participant voluntarily terminates his or her employment
              or consultancy, as the case may be, or is discharged for cause,
              any Option granted hereunder shall, unless otherwise specified
              by the Administrator in the Option, forthwith terminate with
              respect to any unexercised portion thereof.
               
         (3)  If an Option granted hereunder shall be exercised by the legal
              representative of a deceased or disabled Participant, or by a
              person who acquired an Option granted hereunder by bequest or
              inheritance or by reason of death of any such person, written
              notice of such exercise shall be accompanied by a certified copy

                                 Page 14 of 23

              of letters testamentary or equivalent proof of the right of such
              legal representative or other person to exercise such Option.
              
         (4)  For all purposes of the Plan, the term "for cause" shall mean:

              (i)   With respect to a Participant who is a party to a written
                    employment or consultancy agreement with the Company, as
                    the case may be, which contains a "for cause" definition
                    or "cause" (or words of like import) for purposes of
                    termination of employment or consultancy thereunder by the
                    Company, "for cause" or "cause" as defined in the most
                    recent of such agreements; or

              (ii)  In all other cases, as determined by the Administrator, in
                    in its sole discretion, that one or more of the following
                    has occurred: (I) any failure by a Participant to
                    substantially perform his or her employment or consultancy
                    duties, as the case may be, which shall not have been
                    corrected within thirty (30) days following written notice
                    thereof; (II) any engaging by such Participant in
                    misconduct or, in the case of an officer Participant, any
                    failure or refusal by such officer Participant to follow
                    the directions of the Company's Board of Directors or
                    Chief Executive Officer of the Company which, in either
                    case, is injurious to the Company or any Affiliate; (III)
                    any breach by a Participant of any obligation or
                    specification contained in the instrument pursuant to
                    which an Option is granted; or (IV) such Participant's
                    conviction or entry of a plea of nolo contendere in
                    respect of any felony, or of a misdemeanor which results
                    in or is reasonably expected to result in economic or
                    reputational injury to the Company or any of its Affiliates.

                                   SECTION 7
                                   ---------
                                   
                    AMENDMENT AND TERMINATION;  ADJUSTMENTS
                    ---------------------------------------

Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Option Agreement or in the Plan:

    (a)  AMENDMENTS TO THE PLAN.  The Board of Directors of the Company may
         amend, alter, suspend, discontinue or terminate the Plan; provided,
         however, that, notwithstanding any other provision of the Plan or any
         Stock Option, without approval of the stockholders of the Company,
         no such amendment, alteration, suspension, discontinuation or
         termination shall be made that, absent such approval:

                                 Page 15 of 23

         (i)   Would cause Rule 16b-3 to become unavailable with respect to
               the Plan;

         (ii)  Would violate the rules or regulations of any national
               securities exchange on which the Shares of the Company are
               traded or the rules or regulations of the National Association
               of Securities Dealers, Inc. that are applicable to the
               Company; or

         (iii) Would cause the Company to be unable, under the Code, to grant
               Incentive Stock Options under the Plan.
               
    (b)  AMENDMENTS TO OPTION GRANTS.  The Administrator may waive any
         conditions or rights of the Company under any outstanding Option
         grant, prospectively or retroactively.  The Administrator may not
         amend, alter, suspend, discontinue or terminate any outstanding
         Option grant, prospectively or retroactively, without the consent of
         the Participant or holder or beneficiary thereof, except as
         otherwise herein provided.
 
    (c)  CORRECTION OF DEFECTS, OMISSIONS AND INCONSISTENCIES.  The
         Administrator may correct any defect, supply any omission or
         reconcile any inconsistency in the Plan or any Option in the manner
         and to the extent it shall deem desirable to carry the Plan into
         affect.

                                   SECTION 8
                                   ---------

                      INCOME TAX WITHHOLDING; TAX BONUSES
                      -----------------------------------

    (a)  WITHHOLDING.  In order to comply with all applicable federal or state
         income tax laws or regulations, the Company may take such action as
         it deems appropriate to ensure that all applicable federal or state
         payroll, withholding, income or other taxes, which are the sole and
         absolute responsibility of a Participant, are withheld or collected
         from such Participant.  In order to assist a Participant in paying
         all or a portion of the federal and state taxes to be withheld or
         collected upon exercise of any Option, the Administrator, in its
         discretion and subject to such additional terms and conditions as it
         may adopt, may permit the Participant to satisfy such tax obligation
         by (i) electing to have the Company withhold a portion of the Shares
         otherwise to be delivered upon exercise of any Option with a Fair
         Market Value equal to the amount of such taxes or (ii) delivering to
         the Company Shares other than the shares issuable upon exercise of
         the applicable Option with a Fair Market Value equal to the amount of
         such taxes.  The election, if any, must be made on or before the date
         that the amount of tax to be withheld is determined.
          

                                 Page 16 of 23

    (b)  TAX BONUSES.  The Administrator, in its discretion, shall have the
         authority, at the time of grant of any Option under this Plan or at
         any time thereafter, to approve cash bonuses to designated
         Participants to be paid upon their exercise in order to provide
         funds to pay all or a portion of federal and state taxes due as a
         result of such exercise.  The Administrator shall have full authority
         in its discretion to determine the amount of any such tax bonus.

                                   SECTION 9
                                   ---------

                              GENERAL PROVISIONS
                              ------------------

    (a)  NO RIGHTS TO OPTION GRANTS.  No Eligible Person, Participant or other
         Person shall have any claim to be granted an Option under the Plan,
         and there is no obligation for uniformity of treatment of Eligible
         Persons, Participants or holders or beneficiaries of Options granted
         under the Plan.  The terms and conditions of Options need not be the
         same with respect to any Participant or with respect to different
         Participants.
 
    (b)  OPTION AGREEMENTS.  No Participant will have rights under an Option
         granted to such Participant unless and until a written Option shall
         have been duly executed on behalf of the Company.  Each Option shall
         set forth the terms and conditions of the Option as granted to a
         Participant consistent with the provisions of this Plan.
         
    (c)  LIMIT ON OTHER COMPENSATION ARRANGEMENTS.  Nothing contained in the
         Plan shall prevent the Company or any Affiliate from adopting or
         continuing in effect other or additional compensation arrangements,
         and such arrangements may be either generally applicable or
         applicable only in specific cases.

    (d)  NO RIGHT TO EMPLOYMENT.  The grant of an Option shall not be
         construed as giving a Participant the right to be retained in the
         employ of the Company or any Affiliate, nor will it affect in any way
         the right of the Company or an Affiliate to terminate such employment
         at any time, with or without cause.  In addition, the Company or an
         Affiliate may at any time dismiss a Participant from employment free
         from any liability or any claim under the Plan, unless otherwise
         expressly provided in the Plan or in any Option.

    (e)  GOVERNING LAW.  The validity, construction and effect of the Plan or
         any Option granted hereunder, and any rules and regulations relating
         to the Plan or any Option granted hereunder, shall be determined in
         accordance with the laws of the State of Delaware except to the
         extent preempted by Federal law.
         

                                 Page 17 of 23

    (f)  SEVERABILITY.  If any provision of the Plan or any Option is or
         becomes or is deemed to be invalid, illegal or unenforceable in any
         jurisdiction or would disqualify the Plan or any Option under any
         law deemed applicable by the Administrator, such provision shall be
         construed or deemed amended to conform to applicable laws, or if it
         cannot be so construed or deemed amended without, in the
         determination of the Administrator, materially altering the purpose
         or intent of the Plan or the Option, such provision shall be stricken
         as to such jurisdiction or Option, and the remainder of the Plan or
         any Option shall remain in full force and effect.

    (g)  SECTION HEADINGS.  The section headings included herein are only for
         convenience, and they shall have no effect on the interpretation of
         the Plan.

                                   SECTION 10
                                   ----------

                           EFFECTIVE DATE OF THE PLAN
                           --------------------------

The Plan shall be effective on January 1, 1998 (the "Plan Effective Date").

                                   SECTION 11
                                   ----------

                                TERM OF THE PLAN
                                ----------------

Unless the Plan shall have been discontinued or terminated as provided in
Section 7(a), the Plan shall terminate on December 31, 2007.  No Option shall
be granted after the termination of the Plan.  However, unless otherwise
expressly provided in the Plan or in an applicable Stock Option, any Option
theretofore granted may extend beyond the termination of the Plan, and the
authority of the Administrator provided for hereunder with respect to the Plan
and any Option grants, and the authority of the Board of Directors of the
Company to amend the Plan, shall extend beyond the termination of the Plan.

   IN WITNESS WHEREOF, this Plan has been duly executed at Hollywood, Florida
on this 10th day of December, 1997.

WINNERS ALL INTERNATIONAL, INC.

/s/  Howard Weiser
--------------------------
Mr. Howard Weiser
President and
Chairman of the Board

                                 Page 18 of 23 

EXHIBIT 4.2
-----------

                                 STOCK OPTION
                                 ------------

   The Board of Directors of Winners All International, Inc. (the "Company")
has authorized and approved the 1998 Employee and Consultant Stock Option
Plan (the "Plan").  The Plan provides for the grant of Options to employees
including officers and directors and consultants of the Company.  Unless
otherwise provided herein all defined terms shall have the respective meanings
ascribed to them under the Plan.

1.  GRANT OF OPTION.  Pursuant to authority granted to it under the Plan, the
    Administrator responsible for administering the Plan hereby grants to you,
    as an employee or consultant of the Company and as of ____________, 1998
    (the "Grant Date"), the following options ______________________________.
    Each Option permits you to purchase one share of the Company's Common
    Stock, $.01 par value per share.

2.  CHARACTER OF OPTIONS.  Pursuant to the Plan, Options granted herein may be
    Incentive Stock Options or Non-Qualified Stock Options, or both.  To the
    extent permitted under the Plan and by law, such Options shall first be
    considered Incentive Stock Options.
 
3.  EXERCISE PRICE.  The Exercise Price for each Non-Qualified Stock Option
    granted herein shall be $____________ per share, and the exercise price
    for each Incentive Stock Option granted herein shall be $_________ per
    share.  It is agreed and determined by the Administrator that the Fair
    Market Value of the Company's Common Stock subject to the Options herein
    on the date of grant is $________ per share.

4.  PAYMENT OF EXERCISE PRICE.  Options represented hereby may be exercised
    in whole or in part by delivering to the Company your payment of the
    Exercise Price of the Option(s) so exercised in cash, Shares, cancellation
    of indebtedness of the Company owing to the optionee, or in such form
    permitted under the Plan, or any combination thereof, having a Fair Market
    Value on the exercise date equal to the relevant exercise price of the
    relevant Options being exercised.

5.  TERMS OF OPTIONS.  The term of each Option granted herein shall be for a
    term of up to ______ (___) years from the Grant Date, provided, however,
    that the term of any Incentive Stock Option granted herein shall not be
    exercisable after the expiration of five (5) years from the Grant Date.
 

                                 Page 19 of 23

6.  LIMITS ON TRANSFER OF OPTIONS.  The Options granted herein shall not be
    transferable by you otherwise than by will or by the laws of descent and
    distribution; provided, however, that you may designate a beneficiary or
    beneficiaries to exercise your rights and receive any Shares purchased
    with respect to any Option upon your death.  Each Option shall be
    exercisable during your lifetime only by you or, if permissible under
    applicable law, by your legal representative.  No Option herein granted
    or Shares underlying any Option shall be pledged, alienated, attached or
    otherwise encumbered, and any purported pledge, alienation, attachment or
    encumbrance thereof shall be void and unenforceable against the Company
    or any Affiliate.
     
7.  TERMINATION OF EMPLOYMENT OR CONSULTANCY.

    (a)  Upon the termination of your employment or consultancy with the
         Company, and to the extent not theretofore exercised, your Options
         shall continue to be valid; provided, however, that:

         (i)   If you die while in the employ of the Company or during either
               the three (3) month or one (1) year period, whichever is
               applicable, specified in clause (ii) below and at a time when
               you otherwise would have been entitled to exercise Options as
               herein provided, your legal representative, or any Person who
               acquires such Options by bequest or inheritance or by reason
               of your death, may, not later than one (1) year from the date
               of death, exercise such Options, to the extent not theretofore
               exercised, in respect of any or all of such number of Shares;
               and

 
         (ii)  if your employment or consultancy shall terminate by reason of
               retirement (at such age or upon such conditions as shall be
               specified by the Board of Directors), disability (as described
               in Section 22(c)(3) of the Code) or dismissal by the Company
               other than for cause (as defined below), and while your are
               entitled to exercise such Options as herein provided, you shall
               have the right to exercise such Options as so granted, to the
               extent not theretofore exercised, in respect of any or all of
               such number of Shares, at any time up to and including: (I)
               three (3) months after the date of such termination of
               employment or consultancy in the case of termination by reason
               of retirement or dismissal other than for cause; and (II) one
               (1) year after the date of termination of employment or
               consultancy in the case of termination by reason of disability.

    (b)  If you voluntarily terminate your employment or consultancy, or are
         discharged for cause, any Options granted hereunder shall forthwith
         terminate with respect to any unexercised portion thereof.

                                 Page 20 of 23

          
    (c)  If any Options granted hereunder shall be exercised by your legal
         representative if you should die or become disabled, or by any
         person who acquired any Options granted hereunder by bequest or
         inheritance or by reason of death of any such person written notice
         of such exercise shall be accompanied by a certified copy of letters
         testamentary or equivalent proof of the right of such legal
         representative or other person to exercise such Options.

    (d)  For all purposes of the Plan, the term "for cause" shall mean "cause"
         as defined in the Plan or your employment or consultancy agreement
         with the Company.

8.  RESTRICTION;  SECURITIES EXCHANGE LISTING.  All certificates for shares
    delivered upon the exercise of Options granted herein shall be subject to
    such stop transfer orders and other restrictions as the Administrator may
    deem advisable under the Plan or the rules, regulations and other
    requirements of the Securities and Exchange Commission ("SEC") and any
    applicable federal or state securities laws, and the Administrator may
    cause a legend or legends to be placed on such certificates to make
    appropriate reference to such restrictions.  If the Shares or other
    securities are traded on a national securities exchange, the Company
    shall not be required to deliver any Shares covered by an Option unless
    and until such Shares have been admitted for trading on such securities
    exchange.
 
9.  AMENDMENTS TO OPTIONS HEREIN GRANTED.  The Options granted herein may not
    be amended without your consent.
 
10. WITHHOLDING TAXES.  As provided in the Plan, the Company may withhold
    from sums due or to become due to you from the Company an amount necessary
    to satisfy its obligation to withhold taxes incurred by reason of the
    disposition of the Shares acquired by exercise of the Options in a
    disqualifying disposition (within the meaning of Section 421(b) of the
    Code), or may require you to reimburse the Company in such amount.

Please indicate your acceptance of all the terms and conditions of the Option
and the Plan by signing and returning a copy of this Agreement.

Very truly yours,

WINNERS ALL INTERNATIONAL, INC.

______________________________

                                 Page 21 of 23

EXHIBIT 5.1 and EXHIBIT 23.1
----------------------------
           
                                (ON LETTERHEAD)

                        CONSENT AND OPINION OF COUNSEL
                        ------------------------------

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

         	Re:	Winners All International, Inc. (the "Company")
              Form S-8 Registration Statement

Gentlemen:

The undersigned is required to render an opinion concerning the filing of a
Form S-8 Registration Statement registering 3,000,000 shares pursuant to the
Company's 1998 Employee and Consultant Stock Option Plan (the "Plan").  In
this connection the undersigned has, among other things, reviewed the Plan,
the Form S-8 Registration Statement, Prospectus, Form of Option, the minutes
and by-laws of the Company, corporate records and other filings with the
Securities and Exchange Commission, consulted with the principals of the
Company and engaged in such other research and review as deemed applicable
and pertinent hereto.

Based upon the results of such inquiry and knowledge and information gleaned
from the various documentation, the undersigned is of the opinion that the
3,000,000 shares which are the subject of this registration statement, have
been properly and duly reserved for issuance pursuant to the Company's Plan
and such shares, issuable upon exercise of options granted pursuant to the
Plan by the Company's Board of Directors, when issued upon receipt of payment
therefor, will be validly issued, fully paid and nonassesable.

The undersigned hereby consents to the use of its name and all references to
this firm in the Form S-8 Registration Statement covering shares reserved
under the 1998 Employee and Consultant Stock Option Plan.

Very truly yours,

/s/ Alfred V. Greco
-------------------
Alfred V. Greco, P.C.

January 26, 1998

                                 Page 22 of 23

EXHIBIT 23.2
------------

                               (ON LETTERHEAD)

                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
                  -----------------------------------------

We consent to the use of our report dated April 30, 1997 on our audit of the
financial statements of Winners All International, Inc. as of December 31,
1996 and the two years ended July 31, 1996 and 1995 and to all references to
this firm included in the Form 10-KSB for fiscal year ended December 31, 1996
incorporated by reference in the Form S-8 Registration Statement of Winners
All International, Inc.

/s/ Joel Baum
-----------------
Joel S. Baum, CPA

January 13, 1998

                                 Page 23 of 23