8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

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

March 19, 2007

(Date of Report: Date of earliest event reported)

Winning Edge International, Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-24520

04-3021770

                 (State or other jurisdiction               (Commission File Number)                          (IRS Employer ID No.)

         of incorporation)

5092 South Jones Boulevard, Las Vegas, Nevada 89118

(Address of principal executive office)

Registrant's telephone number, including area code: (702) 967-6000

NA

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17      CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17

     CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the

     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the

     Exchange Act (17 CFR 240.13e-4(c)).

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements, which reflect our views with respect to future events and financial performance. These forward-looking statements are subject to certain uncertainties and other factors that could cause actual results to differ materially from such statements. These forward-looking statements are identified by, among other things, the words “anticipates”, “believes”, “estimates”, “expects”, “plans”, “projects”, “targets” and similar expressions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Important factors that may cause actual results to differ from those projected include the risk factors specified below.

ITEM 8.01 Other Events

On March 19, 2007, Winning Edge International, Inc. (the “Company”) borrowed thirty thousand dollars ($30,000) from Jay O. Wright, the chairman of the board of ProGames International, Inc. (“ProGames”).  The Company is in the process of completing an acquisition of ProGames.  Upon the completion of the acquisition of ProGames, Jay O. Wright will be the Chairman of the Board of the Company.  

Under the terms of the loan, the Company must repay the thirty thousand dollars ($30,000) with interest on or before July 31, 2007.  If the acquisition of ProGames does not close as anticipated, the loan will be due and payable immediately.  The loan bears interest at one percent (1%) per month, compounded monthly.  If the loan goes into default, the monthly interest rate will increase to two percent (2%) per month, compounded monthly.    The loan is secured by all of the property and assets of the Company but is junior to the existing liens held by Laurus Master Fund and CSI Business Finance.

In addition to the promissory note, the Company also issued warrants to purchase up to one hundred fifty thousand (150,000) shares of the Company’s common stock to Mr. Wright.  The exercise price of the warrants is $0.02 per share and is exercisable at any time within five years.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit   4.1

Warrant for 150,000 Shares

Exhibit 99.1

Promissory Note to Jay O. Wright

SIGNATURES

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

WINNING EDGE INTERNATIONAL, INC.

/s/

By: ______________________________________

Date: March 23, 2007

      Jeff Johnson, Chief Financial Officer

EX-4.1

Exhibit 4.1

WARRANT

FOR THE PURCHASE OF SHARES OF

COMMON STOCK

OF

WINNING EDGE INTERNATIONAL, INC.

THIS WARRANT, DATED AS OF MARCH 19, 2007, CERTIFIES THAT, FOR VALUE RECEIVED, Jay O. Wright (the “Holder”), is entitled to subscribe for and purchase from Winning Edge International, Inc., a Delaware corporation (the “Company”), One Hundred Fifty Thousand (150,000) shares of Common Stock of the Company at the purchase price of $0.02 per share (the “Exercise Price”) subject to adjustment as provided herein.

1.

Definitions.  When used in this Warrant, the following terms shall have the meanings specified:

a.

“Common Stock” shall mean the common stock of the Company.

b.

“Convertible Securities” means evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, additional shares of Common Stock, either immediately or upon the arrival of a specified date or the happening of a specified event.

c.

“Exercise Notice” shall mean a notice of exercise of all or any portion of this Warrant, in the form attached hereto as Exhibit A.

d.

“Expiration Date” shall mean the earlier of (i) the date of exercise of all of the rights represented by this Warrant and (ii) March 19, 2014.

e.

“Person” shall mean and include an individual, partnership, corporation, trust, joint venture, incorporated organization and a government or any department or agency thereof.

f.

“Securities Act” means the Securities Act of 1933, as amended.

g.

“Warrant Shares” shall mean the shares of Common Stock issuable to the Holder of this Warrant upon any exercise of this Warrant.

2.

Warrant Exercise; Issuance of Certificates; Payment for Warrant Shares.  This Warrant may be exercised by the Holder, in whole or in part, at any time prior to the Expiration Date by delivery of an Exercise Notice and, within five (5) business days thereafter, surrender of this Warrant (properly endorsed if required) and payment by the Holder of the Exercise Price by certified or cashier’s check.  If prior to such exercise, the Company shall have issued any Common Stock or securities convertible into Common Stock at an effective price per share less than the closing bid price of the Common Stock on the date of this Warrant, the Exercise Price shall be changed to a new Exercise Price equal to such lower effective price per share.  Upon such surrender and payment, the Holder shall be entitled to receive a certificate or certificates representing the Warrant Shares so purchased.  Warrant Shares so purchased sh all be deemed to be issued to the Holder as the record owner of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares.  Certificates for the Warrant Shares so purchased shall be delivered to the Holder within a reasonable time, not exceeding five (5) business days, after the rights represented by this Warrant shall have been so exercised.  If the rights of the Holder of this Warrant are exercised in part, the number of Warrant Shares subject to this Warrant shall be reduced accordingly and the Company shall reissue a Warrant or Warrants of like tenor representing in the aggregate the right to purchase the number of Warrant Shares as so reduced.

3.

Affirmative Covenants.  The Company covenants and agrees that the Warrant Shares will, upon exercise of this Warrant and issuance in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof.  The Company further covenants and agrees that until the Expiration Date, the Company will at all times have authorized, and reserved for the purpose of issue upon total or partial exercise of the rights represented by this Warrant, a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this Warrant.

4.

Adjustments.  If the Company shall, while this Warrant remains outstanding, (a) pay a stock dividend or make a distribution to holders of Common Stock in shares of its Common Stock, (b) subdivide its outstanding shares of Common Stock, (c) combine its outstanding shares of Common Stock into a smaller number of shares or (d) issue by reclassification of its shares of Common Stock any shares of capital stock of the Company, then thereafter the number of Warrant Shares shall be automatically (and without notice or further action) increased or decreased, as the case may be, in direct proportion to the increase or decrease in the number of shares of Common Stock by reason of such change, and the per share Exercise Price of this Warrant after such change shall in case of an increase in the number of shares be proportionately decreased, and in case of a decrease in the number of shares be proportionately increased so that the aggrega te Exercise Price of this Warrant shall be unchanged by such change.

5.

Reorganization, Reclassification, Share Exchange or Merger.

a.

If at any time prior to the Expiration Date the Company is a party to any agreement providing for (i) any capital reorganization or reclassification of the capital stock of the Company or (ii) any share exchange or merger of the Company with another corporation, in such a way that holders of Common Stock shall be entitled to receive cash, shares of stock or securities or assets (collectively, and regardless of whether received in connection with a merger or some other form of corporate reorganization, the “Merger Consideration”) with respect to or in exchange for Common Stock, then, as a condition to such reorganization, reclassification, share exchange or merger, the Holder shall be given the opportunity to elect to receive such cash, shares of stock or securities or assets as may be issued or payable with respect to or in exchange for the number of Warrant Shares then issuable upon the exercise of the rights represented by this Warrant.

b.

If the Holder elects to receive the Merger Consideration, then upon Holders actual receipt of the Merger Consideration the Holder shall pay to the Company (i) the per share Exercise Price of this Warrant multiplied by (ii) the number of shares of Common Stock then issuable upon the exercise of the rights represented by this Warrant, and thereafter the parties shall have no further rights or obligations hereunder.

c.

If the Holder does not elect to receive the Merger Consideration, the rights and obligations of the Holder and the Company (including any successor company) under this Warrant shall remain in full force and effect pursuant to the terms and conditions of this Warrant.  In any such case, the Company shall not effect any such reclassification, reorganization, share exchange or merger, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such share exchange or merger shall assume by written instrument the obligation to deliver to the Holder, upon exercise of this Warrant, such cash, shares of stock or securities or assets as the Holder would have been entitled to receive had the Holder made the election in accordance with the provisions of this Section.

d.

In connection with any capital reorganization or reclassification of the capital stock of the Company or any share exchange or merger of the Company with another corporation, if the Company shall fix a record date for the making of a distribution to holders of Common Stock of (i) assets (other than cash dividends or cash distributions payable out of consolidated net income or earned surplus or dividends payable in Common Stock), (ii) evidences of indebtedness or other securities of the Company, or of any corporation other than the Company (except for the Common Stock of the Company) or (iii) subscription rights, options or warrants to purchase any of the foregoing assets or securities, whether or not such rights, options or warrants are immediately exercisable, to the extent such rights, options or warrants have not expired, then the Company shall make provisions for the Holder to receive, and the Holder shall be entitled upon exercise of this Warrant to, a proportional amount (depending upon the extent to which such Warrant is exercised) of such assets, evidences of indebtedness, securities or such other rights, options or warrants, as if the Holder had exercised this Warrant on or before such record date.

6.

Registration Rights.

a.

If the Company at any time or times proposes or is required to register any of the Common Stock or other equity securities of the Company under the Securities Act (other than on Forms S-4 or S-8 or successor forms thereto), it will at each such time or times give written notice to the Holder of its intention to do so.  Upon the written request of the Holder given within fifteen (15) days after receipt of any such notice, the Company shall cause any Common Stock issuable to the Holder upon exercise of this Warrant (“Registrable Securities”) requested in such notice to be registered (a “Piggyback Registration”) under the Securities Act and any applicable state securities laws.  With respect to each Piggyback Registration, all fees, costs and expenses shall be borne by the Company.

b.

The Company shall take such measures and file such information, documents and reports as shall hereafter be required by the Securities and Exchange Commission (the “SEC”) as a condition to the availability of Rule 144 under the Securities Act (or any corresponding or successor rule hereafter in effect).  The Company covenants that all such information, documents and reports or any registration statement required by Section 12 of the Securities Exchange Act of 1934, as amended, filed with the SEC shall not contain any untrue statement of a material fact or fail to state therein a material fact required to be stated therein or necessary to make the statements contained therein not misleading, and the Company agrees to indemnify and hold each seller of Registrable Securities and each broker, dealer, underwriter or other person acting for such seller (and any controlling person of any of the foregoing ) harmless from and against any and all claims, liabilities, losses, damages or expenses and judgments arising out of or based upon any breach of the foregoing covenants, representations or warranties.  If the Shell reorganizes, consolidates or merges with or into any person or entity, the Company shall make provision for the rights of the Holder and obligation of the Company with respect to Shell Common Stock pursuant to this Section to be assumed by the Shell.

7.

Term of Warrant.  This Warrant shall remain outstanding and exercisable until the Expiration Date.  To the extent not previously exercised, the rights represented by this Warrant shall thereupon terminate.

8.

Issue Tax.  The issuance of certificates for shares of Common Stock upon the total or partial exercise of this Warrant shall be made without charge to the Holder for any issuance tax in respect thereof.

9.

Closing of Books.  The Company will at no time close its transfer books in any manner which interferes with the timely exercise of the rights represented by this Warrant.

10.

No Voting Rights.  This Warrant shall not entitle the Holder to any voting rights as a shareholder of the Company.

11.

Notices.  All notices and communications provided for herein or made hereunder shall be delivered, or mailed first class with postage prepaid, or faxed, addressed in each case as follows, until some other address shall have been designated in a written notice given in like manner, and shall be deemed to have been given or made when so delivered or mailed or faxed:  

(a) if to the Company:  

Winning Edge International, Inc.

Attn:  Wayne Root and Doug Miller

Las Vegas, NV

Facsimile No. (702) 407.5188

(b) if to the Holder:

Jay O. Wright

Facsimile No.:  (301) 610.2094

or to such other person or address as the party entitled to notice hereunder shall designate by notice in accordance with this Warrant.  

12.

Replacement of Warrant.  Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and upon receipt of written indemnification of the Company by the Holder in form and substance satisfactory to the Company, the Company shall execute and deliver to the Holder a new Warrant of like date, tenor and denomination.

13.

Miscellaneous.

a.

This Warrant may be amended only by a writing signed by the Company and the Holder.  All covenants and agreements in this Warrant by the Company shall bind its successors and assigns.

b.

In case any provision in this Warrant shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

c.

This Warrant shall be governed by and construed in accordance with the laws of the State of New York without regard to the principles of conflicts of laws thereof.

d.

This Warrant constitutes the full and entire understanding between the Company and the Holder with respect to the subject matter hereof.

e.

Failure of, or delay by, the Holder to assert any right herein shall not be deemed to be a waiver thereof, nor shall any such failure or delay on any one or more occasions be deemed to prohibit or waive the same or any other right on any future occasion.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed as of the date first written above.

WINNING EDGE INTERNATIONAL, INC.

By: _______________________________

Title: _______________________________

EXHIBIT A

EXERCISE NOTICE

____________, 20 _____

To:  Winning Edge International, Inc.

The undersigned Holder, pursuant to the terms and conditions of that certain Warrant, issued by Winning Edge International, Inc., a Delaware corporation, and dated as of March 19, 2007, hereby exercises such Warrant to the extent of ______________________________ (________________) shares of the Common Stock covered by such Warrant, and hereby agrees to make payment in full for each of such shares at the per share exercise price provided by such Warrant.

Signature:  

______________________________________

Name Printed:

______________________________________

EX-99.1

Exhibit 99.1

Winning Edge International, Inc.

Secured Promissory Note

$30,000

March 19, 2007

Winning Edge International, Inc. (OTCBB:  WNED), a Delaware corporation (the “Company”), hereby promises to pay to the order of Jay O. Wright and his executors, administrators and assigns (the “Holder”), the principal sum of THIRTY THOUSAND DOLLARS ($30,000) on July 31, 2007 or earlier if the merger between the Company and ProGames Network, Inc. is consummated prior to that date (the “Maturity Date”).  The Company shall pay interest on the outstanding principal amount from the date hereof until the Maturity Date at the rate of 1.0% per month compounded monthly and upon default or after the Maturity Date at a rate of 2.0% per month, compounded monthly.  All payments will be made to the Holder, at such address as the Holder may designate, in money of the United States of America.  

1.

Security Interest.  Company hereby grants to Holder a lien on all of Company’s property and assets (the “Security Interest”).  Such Security Interest shall be maintained until this Note is fully paid off.    Such Security Interest shall be junior to existing liens by Laurus Master Fund (for approximately $220,000) and CSI Business Finance (for approximately $680,000) but shall be senior to all other liens now existing or in the future granted.

2.

Remedies.

a.

Events of Default.  “Event of Default,” wherever used herein, means any one of the following events:  

i.

default in the payment of the principal of this Note at its maturity; or

ii.

the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or

iii.

the commencement by the Company of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company or of any sub stantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action; or

iv.

Any representation or warranty made to the Holder by the Company pursuant to this Note is false or misleading in any material respect; or

v.

The Company fails to observe or perform any material covenant or agreement made by the Company to the Holder pursuant to this Note or the Warrant; or

vi.

The Company defaults on any other existing promissory note.

b.

Acceleration of Maturity.  If any Event of Default occurs and is continuing (other than an Event of Default described in Section 2(a)(i)), then and in every such case the Holder may declare the principal on this Note to be due and payable immediately, by a notice in writing to the Company, and upon any such declaration such principal shall become immediately due and payable.

c.

Payment of Expenses.  If any part of the Aggregate Balance is not paid when due, or if the Company fails to perform any obligation required hereunder, the Company shall pay any and all reasonable costs of collection or enforcement of all outstanding obligations under this Note incurred by the Holder, including reasonable attorneys’ fees and expenses.

3.

Notices.  All notices and communications provided for herein or made hereunder shall be delivered, or mailed first class with postage prepaid, or faxed, addressed in each case as follows, until some other address shall have been designated in a written notice given in like manner, and shall be deemed to have been given or made when so delivered or mailed or faxed:  

(a) if to the Company:  

WINNING EDGE INTERNATIONAL, INC.

Attn:  Wayne Root and Doug Miller

Las Vegas, NV

Facsimile No.:  702.407.5188

(b) if to the Holder:

Jay O. Wright

Facsimile No.:  301.610.2094

or to such other person or address as the party entitled to notice hereunder shall designate by notice in accordance with this Note.

4.

Miscellaneous.

a.

This Note may be amended only by a writing signed by the Company and the Holder.  All covenants and agreements in this Note by the Company shall bind its successors and assigns.

b.

In case any provision in this Note shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

c.

This Note shall be governed by and construed in accordance with the laws of the State of New York without regard to the principles of conflicts of laws thereof.  

d.

This Note is binding on the Company, and the Company, and all sureties, guarantors and endorsers hereby waive presentment, demand, notice and protest and any defense by reason of an extension of time for payment or other indulgences.  Failure of, or delay by, the Holder to assert any right herein shall not be deemed to be a waiver thereof, nor shall any such failure or delay on any one or more occasions be deemed to prohibit or waive the same or any other right on any future occasion.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed as of the date first written above.

WINNING EDGE INTERNATIONAL, INC.

By:________________________

Its:________________________

CSI BUSINESS FINANCE, with respect to the grant of the junior lien and agreeing that this Note shall be pari passu in terms of priority to the extent unsecured.

By:__________________________

Tim Connolly, CEO