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

May 24, 2007

(Date of Report: Date of earliest event reported)

Winning Edge International, Inc.

(Exact name of registrant as specified in its charter)

                                                                                                                                                     Delaware                & nbsp;              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 7.01.  Regulation FD Disclosure

On May 24, 2007, Winning Edge International, Inc. issued a press release stating it has received a letter of intent from Betbrokers, PLC for the purchase of all of Winning Edge’s assets.  A copy of the press release is furnished as Exhibit 99.1.

ITEM 9.01  Financial Statements and Exhibits

The following exhibit is not to be considered “filed” under the Securities Act of 1934, as amended and shall not be incorporated by reference into any of Winning Edge International, Inc.’s other filings with the Securities and Exchange Commission.

(d) Exhibits.

Exhibit 99.1

Press Release dated May 24, 2007

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.

                                                                                                                                                                        ;                                                                                                                                By:_______________/s/______________

Date: May 24, 2007

                                                                                                                                                                   &nbs p;                                              Jeff Johnson, Chief Financial  Officer

EX-99.1

BETBROKERS plc (AIM-London: BETB) submits Letter Of Intent to purchase Las Vegas based WINNING EDGE INTERNATIONAL, Inc. (OTCBB: WNED)

Las Vegas, Nevada, London, U. K.- May 24, 2007- Winning Edge International, Inc. (WEI) has received a Letter of Intent from BetBrokers plc, publicly traded on the London AIM exchange (BETB) to acquire all of the operating assets of WEI for $6.5 Million in BetBrokers stock. The Winning Edge Board has approved the Letter of Intent and, pending financing to retire existing debt, has directed management to complete due diligence and a definitive purchase agreement to present to Winning Edge shareholders.

Chairman of Betbrokers, Wayne Lochner stated "The acquisition of Winning Edge International is a major step in our global growth strategy.  It provides us a high profile United States presence and brings us the expertise and tools to rapidly expand the Winning Edge business model into Europe.  A key component of this transaction is the addition of Wayne Allyn Root as a part of our BetBrokers global expansion strategy.  Wayne, who will become a key member of our management team, has the name recognition, skills and experience as a television host and spokesman to be invaluable in helping us produce and create gaming programming and build databases of gamblers in the UK and throughout the world.  Our combined talents and experience will allow us to build sports handicapping web sites first in the UK, and then globally to provide winning advice on international sports such as Soccer, Cricket, Rugby and Horseracing.  The addition of Wayne and the Winning Edge team and asse ts greatly enhances both the near and long term future of BetBrokers.”

Wayne Allyn Root, added: "My goal for Winning Edge has always been to build a global brand leader and expand our handicapping advice to international sports.   Joining with Betbrokers gives Winning Edge and its shareholders that opportunity.  With their UK gaming experience, we will be well positioned to rollout the Winning Edge business model globally and to expand our brands into the legal gaming arena for non-American bettors.”

About BetBrokers Plc
Betbrokers is the World's first independent betting brokerage, providing punters, bookmakers, and other organisations an efficient way to access the wide range of prices & propositions within the modern gambling market.  Betbrokers began placing bets on behalf of clients in September 2005. The service operates from a brokerage trading room in the heart of London's new financial district, Canary Wharf.  Our brokers are trained experts and have been recruited from both the gambling & financial markets

About Winning Edge International, Inc.
Winning Edge International, Inc. is America's only publicly traded sports handicapping company. Winning Edge International, Inc. specializes in developing and marketing sports handicapping advice and information via television (Wayne Allyn Root's WinningEDGE ™), radio and the Internet (www.WinningEDGE.com) and (www.ewinners.com).  The Company produces high-quality sports and gaming entertainment programming and sells advertising and sponsorship opportunities on their TV and radio properties, as well as marketing opportunities to an exclusive database of more than one million predominately male sports and gaming fans.

Contact: Douglas Miller

Winning Edge International, Inc.

www.WinningEDGE.com

702-967-6000

All statements included in this press release, other than statements of historical fact, are forward-looking statements.  Although Management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct.  Important factors could cause actual results to differ materially from the expectations that are disclosed in this Press Release.  While Winning Edge International, Inc. believes its forecasting assumptions are reasonable, there are factors that are hard to predict and influenced by economic and other conditions that are beyond Winning Edge International, Inc.'s control.  Among the other important factors which could cause actual results to differ materially from those in the forward-looking statements are detailed in Winning Edge International, Inc.'s filings with the Securities and Exchange Commission.