SC 13D 1 v066799_sc13d.txt CUSIP No. 403662109 Page 1 of 5 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------------------------------------------------------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1 (a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (a) WINNING EDGE INTERNATIONAL, INC. -------------------------------- (Name of Issuer) Common Stock ------------ $0.0001 Par Value ----------------- (Title of Class of Securities) 403662109 --------- (CUSIP Number) Jeffrey Johnson Chief Financial Officer 5052 S. Jones Boulevard Las Vegas, Nevada 89118 (702) 967-6000 ------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 20, 2007 ----------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [_] CUSIP No. 403662109 Page 2 of 5 Pages SCHEDULE 13D -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Corporate Strategies, Inc. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO, OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Texas -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING 12,083,545 shares of common stock PERSON WITH ------------------------------------------------------- 8 SHARED VOTING POWER -0- ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 12,083,545 shares of common stock ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,083,545 shares of common stock -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7%* -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO -------------------------------------------------------------------------------- *The calculation of the foregoing percentage is based on 124,849,845 shares of Issuer's common stock outstanding as of January 31, 2007. CUSIP No. 403662109 Page 3 of 5 Pages ITEM 1. SECURITY AND ISSUER This statement (this "Statement") relates to 9,500,000 shares (the "Shares") of common stock, par value $0.0001 per share (the "Common Stock"), of Winning Edge International, Inc. (the "Issuer"). The principal executive offices of the Issuer are located at 5052 S. Jones Boulevard, Las Vegas, Nevada 89118. ITEM 2. IDENTITY AND BACKGROUND (d) - (e) This Statement on Schedule 13D is filed on behalf of Corporate Strategies, Inc., a Texas corporation (the "Reporting Person"). The Reporting Person is a provider of restructuring strategies, turnaround execution and business development services for emerging and re-emerging public companies. The business address of the Reporting Person is 109North Post Oak Lane, Suite 422, Houston, Texas 77024. During the last five (5) years, neither the Reporting Person nor any director or officer of the Reporting Person has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is the subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The Reporting Person acquired 5,000,000 Shares from Clearvision International, Inc. ("CII") as partial payment of a note receivable on February 9, 2007 (the "Clearvision Shares") and therefore, the source of funds for the Clearvision Shares is partial payment of a note receivable. The Reporting Person acquired the remaining 4,500,000 Shares from Mr. Fred Zeidman, the Chairman of the Board of the Reporting Person, on February 20, 2007 pursuant to a certain assignment agreement by and between Mr. Zeidman and the Reporting Person of a certain consulting agreement, effective June 1, 2006, by and between Mr. Zeidman and the Issuer, pursuant to which Mr. Zeidman was entitled to and did previously receive 500,000 shares of Common Stock of the Issuer and most recently, an additional 4,500,000 Shares for consulting services rendered by Mr. Zeidman to the Issuer (the "Consulting Shares"). In accordance with the assignment of the consulting agreement, Mr. Zeidman assigned his interests in the 4,500,000 Shares after his acquisition of such Consulting Shares on February 14, 2007 from the Issuer and therefore, the source of funds for the acquisition of such Consulting Shares is consulting services rendered by Mr. Zeidman on behalf of the Reporting Person. ITEM 4. PURPOSE OF TRANSACTION The Clearvision Shares were acquired by the Reporting Person from CII as partial payment of a note receivable and not with a view to, or for resale in connection with, any distribution thereof. The Consulting Shares were originally acquired by Mr. Zeidman for consulting services rendered to the Issuer and were subsequently acquired by the Reporting Person in connection with a certain assignment agreement and not with a view to, or for resale in connection with, any distribution thereof. There is no present intention of selling, granting any participation in, or otherwise distributing the acquired Shares, and there are no present plans or intentions which would result in or relate to any transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) - (b) Prior to acquiring the Clearvision Shares and the Consulting Shares, the Reporting Person beneficially owned 2,583,545 shares of Common Stock of the Issuer. As a result of acquiring the Shares, the Reporting Person owns 12,083,545 shares of Common Stock, which represents 9.7% of the issued and outstanding shares of Common Stock as of the date hereof. (c) There were no transactions involving the Shares within the last sixty (60) days, except for the acquisition of the Clearvision Shares and the Consulting Shares by the Reporting Person and the acquisition by Mr. Zeidman of the Consulting Shares from the Issuer. CUSIP No. 403662109 Page 4 of 5 Pages (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACT, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, the transfer or voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits and losses or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None. CUSIP No. 403662109 Page 5 of 5 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 22, 2007 REPORTING PERSON: ---------------- CORPORATE STRATEGIES, INC. By: /s/ Timothy J. Connolly --------------------------- Name: Timothy J. Connolly Title: Chief Executive Officer