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