-----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, M9IluTaxCw6JwTpUjagGCIWuNbN6Mmr6vRJJatb/wFe+15ufZawhrRL9RRWetQHl y9slxUXYq6n/LKWHym4qIQ== 0001182063-02-000074.txt : 20021028 0001182063-02-000074.hdr.sgml : 20021028 20021028103917 ACCESSION NUMBER: 0001182063-02-000074 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021018 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021028 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: 02799319 BUSINESS ADDRESS: STREET 1: 530 SOUTH FEDERAL HIGHWAY STREET 2: SUITE 150 CITY: DEERFIELD BEACH STATE: FL ZIP: 33441 BUSINESS PHONE: 8666244466 MAIL ADDRESS: STREET 1: 530 SOUTH FEDERAL HIGHWAY STREET 2: SUITE 150 CITY: DEERFIELD BEACH STATE: FL ZIP: 33441 8-K 1 wmtg8k.htm Form 8-K Winmax Trading Group, Inc.

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

Date of Report: OCTOBER 18, 2002

WINMAX TRADING GROUP, INC.
(Exact Name of Registrant as Specified in Charter)

Florida 0-29751 65-0702554
 (State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.) 

5920 Macleod Trail, Suite 208
Calgary, Alberta Canada T2H 0K2
(Address of principal executive offices) (Zip code)

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

NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)

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

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.
On September 17, 2002, our Board of Directors unanimously approved amending our Articles of Incorporation to increase our authorized common stock from 2,500,000 to 750,000,000 shares. The Board submitted the proposal to a vote of our shareholders and on October 18, 2002, our shareholders approved the proposal. On October 25, 2002, we submitted our Amended Articles of Incorporation to the State of Florida for filing with the Division of Corporations. Our preferred shares were not affected by the proposal.

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.

Item 8. Change In Fiscal Year.
Not Applicable.

Item 9. Regulation FD Disclosure.
Not Applicable.

SIGNATURE
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.

Winmax Trading Group, Inc.

October 28, 2002

/s/ Gerald Sklar
President and Chief Executive Office

EX-3.(I) 3 wmtgex3i.htm Exhibit 3.i Amendment to the Articles of Incorporation

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

Pursuant to the provisions of Section 607.1006, Florida Statutes, the
undersigned corporation, Winmax Trading Group, Inc. ("the Corporation"), adopts
the following Articles of Amendment to its Articles of Incorporation.

I. Amendment.
The Articles of Incorporation of the Corporation are amended as follows:
Article Two of the Articles of Incorporation of Winmax Trading Group, Inc., is
deleted in its entirety and replaced with the following:
     "CLASSES AND NUMBER OF SHARES: The total number of shares of all classes of
     stock, which the corporation  shall have authority to issue is 751,000,000
     shares, consisting of 750,000,000 shares of Common Stock, par value $.001
     per share ("the Common Stock"), and 1,000,000 shares of Preferred  Stock,
     par value $1.00 per share ("the Preferred Stock").

     COMMON 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."

II.  Date Amendment Adopted.
The amendment set forth in these Articles of Amendment was adopted on October
18, 2002.

III. Shareholder Approval of Amendment.
The Amendment set forth in this Articles of Amendment was approved by the
Corporation's Board of Directors and approved by the shareholders by a vote
sufficient for approval of the Amendment. The undersigned executed this document
on the date shown below.

By: /s/ Gerald Sklar
Name:  Gerald Sklar
Title: President/Director
Date: October 18, 2002


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