8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K
                                 CURRENT REPORT

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

       Date of Report (Date of earliest event reported) January 17, 2006.

                           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.)

                           48 Wall Street, 11th Floor
                            New York, New York 10005
                     ---------------------------------------
                     (Address of principal executive office)

         Registrant's telephone number, including area code 877-693-3130


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year

Winmax Trading Group, Inc. is referred to herein as the "Company," the
"Registrant," "us," or "we."

On January 17, 2006, we amended our Articles of Incorporation to set forth the
preferences, limitations, rights and terms of our Series A Redeemable
Convertible Preferred Stock ("Series A Preferred").

The Articles of Amendment to our Articles of Incorporation set forth the
following preferences, limitations, rights, and terms:

Preferences

The Series A Preferred will have priority over all of our other stock previously
issued as to rights of payment and distribution, including priority as to
dividend or upon liquidation.

Dividends

Series A Preferred stockholders will be entitled to receive annually on the date
of conversion on January 7th of each year (beginning in the year 2007) until
such Series A Preferred is either converted or redeemed, dividends at the rate
of 6% per annum of $70,000.00. All dividends declared upon the Series A
Preferred will be declared pro rata per share. At our option, a dividend may be
paid in cash or restricted shares of our common stock. If dividends are paid in
our common stock, its value will be determined based on the 20-day
volume-weighted average of the bid price of our common stock.

Redemption

The Series A Preferred will be redeemed at our option for the purchase price of
$70,000 of each Unit plus any accrued and unpaid dividends, upon 30 days prior
written notice at any time six months after the Securities and Exchange
Commission declares effective the Registration Statement regarding the Series A
Preferred and the common stock underlying such Preferred Shares. We may only
effect such redemption if from the date of the Notice of Redemption through the
Redemption Date: (i) we have duly honored all conversions and redemptions, if
any, scheduled to occur or occurring prior to the Redemption Date, and (ii) the
registration statement is currently effective for the resale by the Holder of
the common shares registered and not subject to any stop order suspending its
effectiveness.




Voting

Each issued and outstanding share of the Series A Preferred will be entitled to
vote the number of shares each could vote if the shares were fully converted at
each stockholders meeting regarding any and all matters presented to our
stockholders for their action or consideration (subject to adjustment whenever
there shall occur a stock split, stock dividend, combination, recapitalization,
reclassification or other similar event involving a change in the Series A
Preferred). Except as provided by law or by the provisions establishing any
other series of preferred stock, Series A Preferred Stockholders and holders of
any other outstanding preferred stock, shall vote together with the Common Stock
holders as a single class. We will not amend, alter or repeal the preferences,
special rights or other powers of the Series A Preferred so as to adversely
affect that class of stock, without the written consent or affirmative vote of
the holders of at least a majority of the then outstanding aggregate number of
shares of such affected Series A Preferred Stock.

Conversion

The number of shares of Common Stock a holder of Series A Preferred will be
entitled to receive upon conversion will be determined by multiplying the
Conversion Rate (as defined in the Certificate of Amendment) by the number of
shares of Series A Preferred being converted at any time.

Mandatory Conversion

We may, at any time after January 1, 2006, require that any or all outstanding
Series A Preferred be converted into Common Stock if the Common Stock into which
the Series A Preferred is convertible is registered pursuant to an effective
registration statement under the Securities Act of 1933, as amended, by delivery
to the Series A Preferred Stockholders, for each share of Series A Preferred
converted, the number of shares of Common Stock determined by multiplying the
Conversion Price by the number of Series A Preferred shares held. In order to
exercise a mandatory conversion, we must provide all Series A Preferred
Stockholders notice of the conversion at least 30 days prior to the Conversion
Date, such notice to include the number of shares to be converted and
instructions for surrender of the certificate or certificates representing the
Series A Preferred Stock.

Item 3.03 Material Modification to Rights of Security Holders

The information set forth under Item 5.03 is hereby incorporated by reference
into this Item 3.03.


Item 9.01 Financial Statements and Exhibits

Exhibit number    Description
- --------------    -----------
3(i).4            Articles of Amendment to Articles of Incorporation of Winmax
                  Trading Group, Inc.


                                   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.

January 23, 2006

                                         WINMAX TRADING GROUP, INC.
                                         (Registrant)

                                         /s/ Gerald Sklar
                                         ---------------------------------------
                                         Gerald Sklar
                                         President and Chief Executive Officer

EX-3.(I)4

Exhibit 3(i).4
Articles of Amendment to Articles of Incorporation of Winmax Trading Group, Inc.

                              Articles of Amendment
                                       to
                            Articles of Incorporation
                                       of
                           Winmax Trading Group, Inc.

Pursuant to the provisions of section 607.1006, and Section 607.0602 of the
Florida Statutes, this Florida Profit Corporation, Winmax Trading Group, Inc.
(the "Corporation") hereby certifies that the following Articles of Amendment
were duly adopted by the Board of Directors of the Corporation on January 6,
2006, pursuant to the authority of the Board of Directors as required by Section
607.0602 of the Florida Statutes:

Article Two is being amended in accordance with the provisions of the Articles
of Incorporation of the Corporation to create a Series of Preferred Stock and to
set forth the preferences, limitations, rights and terms of the newly created
Series of Preferred Stock pursuant to 607.0602 of the Florida Statutes. The
following shall be added to the Corporation's Articles of Incorporation in
Article Two under the existing heading titled "PREFERRED STOCK":


Series A Redeemable Convertible Preferred Stock.

I. Designation and Amount. The shares of such series shall be designated "Series
A Redeemable Convertible Preferred Stock" ("Series A Preferred Stock") and the
number of shares constituting such series shall be 500, $1.00 per share par
value. This series is the first series of Preferred Stock authorized by the
Corporation. Notwithstanding anything to the contrary contained herein, Series A
Preferred Stock shall have priority to all stock of the Corporation previously
issued, in all respects as to rights of payment and distribution (whether in
cash, in kind or in other property or securities), whether by way of dividend,
upon liquidation, or otherwise, and all such payments and distributions shall be
made to holders of the Series A Preferred Stock until the obligation of the
Corporation to Series A Preferred Stock is fully discharged. To the extent any
payment is insufficient to fully discharge the obligations of the Corporation to
Series A Preferred Stock hereunder, such payment will be made pro rata among
Shares of Series A Preferred Stock.

II. Dividends. The holders of Series A Preferred Stock ("Series A Preferred
Stockholders") shall be entitled to receive on the date of conversion annually
on January 7th of each year beginning in the year 2007 until such Series A
Preferred Stock is either converted or redeemed pursuant to this Certificate of
Designation, dividends at the rate of 6% per annum of $70,000.00. All dividends
declared upon the Series A Preferred Stock shall be declared pro rata per share
and shall accrue daily through the day immediately before the date of conversion
or redemption thereof. At the Corporation's option, a dividend may be paid in
cash or restricted shares of the Corporation's Common Stock. In the event
dividends are paid in Common Stock, the value of the Common Stock for this
purpose is to be the 20-day volume-weighted average of the bid price of the
Corporation's Common Stock as reported by the venue on which such stock is
listed or traded, or if not so listed or traded, then as determined by the Board
of Directors ("Common Stock Price").

III. Redemption. The preferred shares will be redeemed at the option of the
Corporation for the purchase price of $70,000 of the Unit plus any accrued and
unpaid dividends, upon 30 days prior written notice at any time six months after
the Effective Date of the Registration Statement (described below). The
Corporation may only effect a redemption if from the date of the Notice of
Redemption through to the Redemption Date, each of the following shall be true:
(i) the Corporation shall have duly honored all conversions and redemptions, if
any, scheduled to occur or occurring prior to the Redemption Date, and (ii) the
registration statement is currently effective for the resale by the Holder of
the common shares registered and not subject to any stop order suspending its
effectiveness.




IV. Voting. (a) Each issued and outstanding share of Series A Preferred Stock
shall be entitled to vote the number of shares each could vote if the shares
were fully converted at each meeting of stockholders of the Corporation with
respect to any and all matters presented to the stockholders of the Corporation
for their action or consideration (subject to adjustment whenever there shall
occur a stock split, stock dividend, combination, recapitalization,
reclassification or other similar event involving a change in the Series A
Preferred Stock). Except as provided by law or by the provisions establishing
any other series of preferred stock, Series A Preferred Stockholders and holders
of any other outstanding preferred stock, shall vote together with the holders
of Common Stock as a single class.

(b) The Corporation shall not amend, alter or repeal the preferences, special
rights or other powers of the Series A Preferred Stock so as to adversely affect
the Series A Preferred Stock, without the written consent or affirmative vote of
the holders of at least a majority of the then outstanding aggregate number of
shares of such affected Series A Preferred Stock, given in writing or by vote at
a meeting, consenting or voting (as the case may be) separately as a class;
provided, however, the Corporation may at any time without the vote or consent
of the Series A Preferred Stockholders or any other stockholder amend this
Series A Certificate of Designation to increase or reduce the number of shares
designated hereunder so long as any reduction does not result in the designation
of less Series A Preferred Stock than is issued and outstanding at the time of
the reduction.

V. Conversion. The number of shares of Common Stock to which a holder of Series
A Preferred Stock shall be entitled to receive upon conversion shall be the
product obtained by multiplying the Conversion Rate (as hereinafter defined) by
the number of shares of Series A Preferred Stock being converted at any time.
The conversion rate in effect at any time for the Series A Preferred Stock shall
be subject to adjustment whenever there shall occur a stock split, stock
dividend, combination, recapitalization, reclassification or other similar event
involving a change in the Common Stock. (a) Optional Conversion. Each share of
Series A Preferred Stock may be converted at any time, at the option of the
holder thereof, in the manner hereinafter provided, into fully-paid and non
assessable shares of restricted Common Stock, provided, however, that on any
redemption of any Series A Preferred Stock or any liquidation of the
Corporation, the right of conversion shall terminate at the close of business
five business days preceding the date fixed for such redemption or for the
payment of any amounts distributable on liquidation to the Series A Preferred
Stockholders.

In order to exercise an optional conversion, a Series A Preferred Stockholder
shall surrender a certificate or certificates representing the shares to be
converted to the transfer agent for the Series A Preferred Stock (or, if no
transfer agent is at the time appointed, then the Corporation at its principal
office), and shall give written notice to the Corporation that the holder elects
to convert the Series A Preferred Stock represented by such certificates, or any
number thereof. If so required by the Corporation, certificates surrendered for
conversion shall be duly endorsed or accompanied by duly executed written
instrument or instruments of transfer, in form satisfactory to the Corporation.
The date of receipt by the transfer agent (or by the Corporation if the
Corporation serves as its own transfer agent) of the certificates and the notice
shall be the Conversion Date. As soon as practicable after receipt of such
notice and the surrender of the certificate or certificates for Series A
Preferred Stock, the Corporation shall cause to be issued and delivered to such
holder a certificate or certificates for the number of full shares of Common
Stock issuable on such conversion in accordance with the provisions hereof and
cash in respect of any fraction of a share of Common Stock otherwise issuable
upon such conversion.

(b) Mandatory Conversion. The Corporation may, at any time after January 1,
2006, upon notice as below provided, require that any or all outstanding Series
A Preferred Stock be converted into Common Stock in the manner hereinafter
provided if the Common Stock into which the Series A Preferred Stock is
convertible is registered pursuant to an effective registration statement under
the Securities Act of 1933, as amended, by delivery to the Series A Preferred
Stockholders, for each share of Series A Preferred Stock converted, (i) the
number of shares of Common Stock determined by multiplying the Conversion Price
by the number of Preferred shares held.

In order to exercise a mandatory conversion, the Corporation must provide all
Series A Preferred Stockholders notice of the conversion at least 30 days prior
to the Conversion Date, such notice to include the number of shares to be
converted and instructions for surrender of the certificate or certificates
representing the Series A Preferred Stock. Upon surrender of the certificates to
the Corporation, the Corporation shall cause to be issued and delivered to such
holder a certificate or certificates for the number of full shares of Common
Stock issuable on such a conversion in accordance with the provisions hereof and
cash in respect of any fraction of a share of Common Stock otherwise issuable
upon such conversion. The Corporation shall not be obligated to issue such
certificates unless certificates evidencing the shares of Series A Preferred
Stock being converted are either delivered to the Corporation or any such
transfer agent, or the holder notifies the Corporation that such certificates
have been lost, stolen, or destroyed and executed an agreement satisfactory to
the Corporation to indemnify the Corporation from any loss incurred by it in
connection therewith. In the event the Corporation does not redeem all
outstanding shares of Series A Preferred Stock in a mandatory conversion, the
Corporation shall redeem pro-rata from each Series A Preferred Stockholder such
number of shares determined by dividing the number of shares to be redeemed by
the number of shares held by each Series A Preferred Stockholder.




(c) Fractional Shares. The Corporation shall not issue fractions of shares of
Common Stock upon conversion of Series A Preferred Stock or scrip in lieu
thereof. If any fraction of a share of Common Stock would, except for the
provisions of this Section V(c), be issuable upon conversion of any Series A
Preferred Stock, the Corporation shall in lieu thereof pay to the person
entitled thereto an amount in cash equal to the current value of such fraction,
calculated to the nearest one-hundredth (1/100) of a share, to be computed at
the Common Stock Price on the date of the conversion.

(d) Reservation of Shares. The Corporation shall at all times reserve out of its
authorized but unissued shares of Common Stock such number of shares of Common
Stock as shall from time to time be sufficient to permit the conversion of all
of the Series A Preferred Stock then outstanding, and if at any time the number
of authorized but unissued shares of Common Stock shall not be sufficient to
effect the conversion of all then outstanding shares of Series A Preferred
Stock, the Corporation shall take such action as may be necessary to increase
its authorized but unissued shares of Common Stock to such number of shares as
shall be sufficient for such purpose. All shares of Common Stock issued upon due
conversion of shares of Series A Preferred Stock shall be validly issued, fully
paid and non-assessable.

(e) Rights Upon Conversion. All shares of Series A Preferred Stock which shall
have been surrendered for conversion as herein provided shall no longer be
deemed to be outstanding and all rights with respect to such shares, including
the rights, if any, to receive notices and to vote, shall forthwith cease and
terminate except only the right of the holder thereof to receive shares of
Common Stock in exchange therefore and payment of any accrued and unpaid
dividends thereon.

VI. Liquidation, Dissolution or Winding Up. (a) In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, before
any distribution or payment is made to any holders of Common Stock or any other
class or series of capital stock of the Corporation designated to be junior to
the Series A Preferred Stock ("Junior Stock") and subject to the liquidation
rights and preferences of any class or series of preferred stock designated in
the future to be senior to the Series A Preferred Stock ("Senior Stock"), or on
parity with the Series A Preferred Stock with respect to liquidation
preferences, to the extent that they have preference for $70,000.00 plus any
unpaid dividends, the holders of each share of Series A Preferred Stock shall be
entitled, pari passu with each other and with the holders of each share of
preferred stock ranked in parity to Series A Preferred Stock to be paid first
out of the assets of the Corporation available for distribution to holders of
the Corporation's capital stock of all classes whether such assets are capital,
surplus or earnings ("Available Assets"), an amount equal to $70,000 per share,
plus all accrued but unpaid dividends ("Liquidation Price"). If, upon any such
liquidation, dissolution or winding up of the Corporation, the remaining assets
of the Corporation available for distribution to its stockholders after payment
in full of amounts required to be paid or distributed to holders of Senior Stock
shall be insufficient to pay the holders of shares of Series A Preferred Stock
the full amount to which they shall be entitled, the holders of shares of Series
A Preferred Stock, together with the holders of other stock ranked in parity to
Series A Preferred Stock, shall share ratably in any distribution of the
remaining assets and funds of the Corporation in proportion to the respective
amounts which would otherwise be payable in respect to the shares held by them
upon such distribution if all amounts payable on or with respect to said shares
were paid in full.




(b) After the payment of all preferential amounts required to be paid to the
holders of Senior Stock and Series A Preferred Stock and any other series of
preferred stock upon the dissolution, liquidation or winding up of the
Corporation, the holders of shares of Common Stock then outstanding shall be
entitled to receive the remaining assets and funds of the Corporation available
for distribution to its stockholders.
The Liquidation Price set forth in this Section VI shall be subject to equitable
adjustment whenever there shall occur a stock split, stock dividend,
combination, recapitalization, reclassification or other similar event involving
a change in the Common Stock.

This Amendment was duly and unanimously adopted by the Corporation's Board of
Directors on January 6, 2006.

This Amendment shall be effective upon filing with the Florida Secretary of
State.

This amendment to the Articles of Incorporation of the Corporation was adopted
by the board of directors of the Corporation on January 6, 2006 without
shareholder action and shareholder action was not required.

IN WITNESS WHEREOF, the Corporation has caused the Amendment to the Articles of
Incorporation to be duly executed by its President and Chief Executive Officer
this 6th day of January, 2006.

Winmax Trading Group, Inc.

By: /s/ David Young
- ----------------------------------------
David Young
Vice President