-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QgJV5JFUFB48D4DW/bXIQeKcbDaoSVubZT7WEXhxJ8jDM+ITE2Ml+908D0qBUL6E YHpwkZFWhrH2Dwa01v6NtQ== 0001108017-02-000193.txt : 20020415 0001108017-02-000193.hdr.sgml : 20020415 ACCESSION NUMBER: 0001108017-02-000193 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020306 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WINMAX TRADING GROUP INC CENTRAL INDEX KEY: 0001035517 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 650702554 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29751 FILM NUMBER: 02572063 BUSINESS ADDRESS: STREET 1: 429 SEABREEZE BLVD STE 227 CITY: FT LAUDERDALE STATE: FL ZIP: 33316 BUSINESS PHONE: 9545234500 MAIL ADDRESS: STREET 1: 429 SEABREEZE BLVD STE 227 CITY: FT LAUDERDALE STATE: FL ZIP: 33316 8-K 1 wmax8k.htm Form 8-K Winmax Trading Group, Inc.
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K
                                  CURENT REPORT
     Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  March 6, 2002

                            WINMAX TRADING GROUP, INC
             (Exact name of registrant as specified in its chapter)

          FLORIDA                   0-29751                   65-0702554
(State or other jurisdiction      (Commission               (IRS Employer
     of incorporation             File Number)            Identification No.)

           530 S. Federal Hwy., Ste. 150, Boca Raton Florida    33441
               (Address of principal executive offices)       (Zip Code)


        Registrant's telephone number, including area code 888-533-4555

           429 Seabreeze Blvd. Suite 227 Fort Lauderdale Florida 33316
          (Former name or former address, if changed since last report)


                              GENERAL INSTRUCTIONS
                    INFORMATION TO BE INCLUDED IN THE REPORT

Item 1. Changes in Control of Registrant.
Not Applicable.

Item 2. Acquisition or Disposition of Assets.
Not Applicable.

Item 3. Bankruptcy or Receivership.
Not Applicable.

Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.

Item 5. Other Events and Regulation FD Disclosure.
The Company's Board of Directors unanimously approved a reverse stock split of
the Company's common stock at a ratio of twenty (20) shares for every one (1)
share held. The reverse split will become effective on March 12, 2002. After the
split, the Company will have 1,590,000 shares of common stock issued and
outstanding. Prior to the split, the Company had 31,806,003 shares of Common
Stock outstanding. In connection with the reverse stock split the Company
changed its trading symbol to "WMTG."

The Company decreased its authorized capital shares in proportion to the reverse
stock split. The authorized capital stock of the Company will consist of
2,500,000 shares of common stock after the split is effective. Prior to the
split, the Company was authorized to issue 50,000,000 shares of common stock. In
connection, with the reverse split, the Company amended its articles of
incorporation.

Item 6. Resignations of Registrant's Directors.
Not Applicable.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits
Amendment to the Articles of Incorporation of Winmax Trading Group Inc., Inc.

Item 8. Change in Fiscal Year.
Not Applicable.

Item 9. Regulation FD Disclosure.
Not Applicable.


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized. March 8, 2002

                           Winmax Trading Group, Inc.
                                  (Registrant)

/s/Gerald Sklar
Gerald Sklar-President and Chairman of the Board of Directors


*Print name and title of the signing officer under his signature.






EX-3.(I) 3 wmax3i.htm Exhibit 3.i Winmax Trading Group, Inc.

Exhibit (3)(i) Amendment to the Articles of Incorporation
               of Winmax Trading Group, Inc.


                            CERTIFICATE OF AMENDMENT
                            -------------------------
                        TO THE ARTICLES OF INCORPORATION
                        --------------------------------
                          OF WINMAX TRADING GROUP, INC.
                         ------------------------------

1. Name of Corporation: Winmax Trading Group, Inc.

2. The Board of Directors of Winmax Trading Group, Inc. adopted the resolution
approving the amendment to the Articles of Incorporation on March 6, 2002.

3. This amendment to the Articles of Incorporation of Winmax Trading Group, Inc.
does not adversely affect the rights or preferences of the holders of
outstanding shares of any class or series and does not result in the percentage
of authorized shares that remain unissued after the division exceeding the
percentage of authorized shares that were unissued before the division or
combination.

4. The authorized common stock of the corporation shall be decreased from
50,000,000 shares of common stock to 2,000,000 shares of common stock.

5. This amendment to the Articles of Incorporation was made in connection with
the twenty (20) shares for one (1) share reverse stock split of Winmax Trading
Group, Inc.'s common stock, decreasing Winmax Trading Group, Inc.'s authorized
common stock from 50,000,000 to 2,000,000 shares.

6. Article Two of the articles of incorporation of Winmax Trading Group, Inc. is
deleted in its entirety and replaced with the following:

     The number of shares the corporation is authorized to issue is 2,000,000
     shares of Common Stock, at $.001 per share par value described as follows,
     and 1,000,000 shares of Preferred Stock at $1.00 per share par value.

     CLASSES AND NUMBER OF SHARES: The total number of shares of all classes of
     stock, which the corporation shall have authority to issue is 3,000,000
     shares, consisting of 2,000,000 shares of Common Stock, par value $.001 per
     share ("the Common Stock") and 1,000,000 shares of Preferred Stock at par
     value $1.00 per share ("the Preferred Stock").

     VOTING RIGHTS AND POWERS. With respect to all matters upon which
     stockholders are entitled to vote or to which stockholders are entitled to
     give consent, the holders of the outstanding shares of the Common Stock
     shall be entitled to cast thereon one (1) vote in person or by proxy for
     each share of the Common Stock standing in his or her name.

     DIVIDENDS AND DISTRIBUTIONS.
     (i) CASH DIVIDENDS. Subject to the rights of holders of Preferred Stock,
     holders of Common Stock shall be entitled to receive such cash dividends as
     may be declared thereon by the Board of Directors from time to time out of
     assets or funds of the corporation legally available therefore.

     (ii) OTHER DIVIDENDS AND DISTRIBUTIONS. The Board of Directors may issue
     shares of the Common Stock in the form of a distribution or distributions
     pursuant to a stock dividend or split-up of the shares of the Common Stock.

     (iii) OTHER RIGHTS. Except as otherwise required by the Florida Revised
     Statutes and as may otherwise be provided in theses Amended Articles of
     Incorporation, each share of the Common Stock shall have identical powers,
     preferences and rights, including rights in liquidation.

     PREFERRED STOCK. The powers, preferences, rights, qualifications, terms,
     limitations and restrictions pertaining to the Preferred Stock, or any
     Common Stock and the Preferred Stock herein authorized in accordance with
     the terms and conditions set forth in these Amended Articles of
     Incorporation for such purposes, in such amounts, to such persons,
     corporations, or entities, for such consideration and in the ease of the
     Preferred Stock, in one or more series, all as the Board of Directors in
     its  discretion may determine and without any vote or other action by the
     stockholders, except as otherwise required by law. The Board of Directors,
     from time to time, also may authorize, by resolution, options, warrants,
     and other rights convertible into Common Stock or Preferred Stock
     (collectively "securities"). The securities must be issued for such
     consideration, including cash, property, or services, as the Board of
     Directors may deem appropriate, subject to the requirements that the value
     of such consideration  be no less than the par value of the shares issued.
     Any shares issued for which the consideration so fixed has been paid or
     delivered shall be fully paid stock and the holder of such shares shall not
     be liable for any further call or assessment or any other payment  thereon,
     provided that the actual value of such consideration is not less than the
     par value of the shares so issued. The Board of Directors may issue shares
     of the Common Stock in the form of a distribution or distributions pursuant
     to a stock dividend or split-up of the shares of the Common Stock only to
     the then holders of the outstanding shares of the Common Stock.

     CUMULATIVE VOTING. Except as otherwise required by the applicable law,
     there shall be no cumulative voting on any matter brought to a vote of
     stockholders of the corporation.

     DENY PREEMPTIVE RIGHTS. No holder of any of the shares of any class of the
     corporation shall be entitled as of right to subscribe for, purchase, or
     otherwise acquire and shares of any class of the corporation which the
     corporation proposes to issue or any rights or options which  the
     corporation proposes to grant for the purchase of shares of any class of
     the  corporation or for the purchase of any shares, bonds securities, or
     obligations of the corporation which are convertible into or exchangeable
     for, or which carry any rights, to subscribe for, purchase or otherwise
     acquire shares of any class of the corporation; and any and all of such
     shares, bonds, securities, or obligations of the corporation, whether new
     or hereafter authorized, or created, may be issued or may be reissued or
     transferred if the same have been reacquired and have treasury status, and
     any and all of such rights and options may be granted by the Board of
     Directors to such persons, firms, corporations and associations, and for
     such lawful consideration, and on such terms as the Board of directors in
     its discretion may determine, without first offering the same, or any
     thereof, to any said holder.

7. This amendment was adopted by the Board of Directors without shareholder
approval and shareholder action was not required.

Signatures (Required):

/s/Gerald Sklar
- ------------------------------
Gerald Sklar-President and Chairman of the Board of Directors





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