United States Securities And Exchange Commission
Washington, D.C. 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
WINMAX TRADING GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
Florida 65-0702554
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
530 South Federal Highway, Suite 150,
Deerfield Beach, FL 33441
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (888)533-4555
Brenda Lee Hamilton, Esquire
555 South Federal Highway, Suite 270,
Boca Raton, Florida 33432
(561) 416-8956
(Name, address and telephone number of Agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed Amount
Securities Amount Maximum Maximum of
to be to be Offering Price Aggregate
Registered Registered (1) per Share (2) Offering Price Fee
- --------------------------------------------------------------------------------
Common Stock,
$0.001par value:
Brenda Hamilton 55,000 $2.75 $151,250 $ 37.81
Beadros Asare 10,000 $2.75 $ 27,500 $ 6.875
TOTAL 65,000 $2.75 $178,750 $ 44.68
- --------------------------------------------------------------------------------
1. Represents shares issuable pursuant to agreement(s) for services rendered or
to be rendered.
2. The prices hereof may change prior to the effective date of the Registration
Statement; therefore, such prices are estimated solely for the purposes of
computing the registration fee pursuant to Rule 457(a).
3. Computed pursuant to Rule 457(C)of the Securities Act of 1933, as amended
solely for the purpose of calculating the registration fee and not as a
representation as to any actual proposed price. The offering price per
share, maximum aggregate offering price and registration fee is based upon
the price at the close of market on June 28, 2001.
PART I
Item 1. Plan Information.
Not applicable.
Item 2. Registrant Information and Employee Plan Annual Information.
Not applicable.
PART II
Item 3. Incorporation of Documents by Reference.
The Registrant incorporates the following documents by reference in
this Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2000, which was filed with the
Securities and Exchange Commission on March 1, 2001;
(b) The Registrant's Quarterly Report on Form 10-QSB for
the quarters ended June 30, 2000, September 30, 2000 and March
31, 2001, which were filed with the Securities and Exchange
Commission on August 17, 2000, November 29, 2000 and May 17,
2001, respectively;
(c) The Registrants Articles of Incorporation and
Amendments thereto, and the Registrants Bylaws;
(d) All other documents filed by Registrant after the
date of this Registration Statement under Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment to this
Registration Statement that registers securities covered
hereunder that remain unsold.
Item 4. Description of Securities.
The class of securities to be offered hereby is subject to the
reporting requirements of the Securities Exchange Act of 1934, as amended. The
Company's authorized capitalization is 51,000,000 shares of which 50,000,000
shares are common stock, $.001 par value and 1,000,000 shares are preferred
stock, no par value. There are 3,231,000 shares of common stock issued and
outstanding.
Holders of the Company's Common Stock are entitled to one vote per
share on each matter submitted to vote at any meeting of shareholders. Shares
of Common Stock do not carry cumulative voting rights and therefore, holders of
a majority of the outstanding shares of Common Stock will be able to elect the
entire board of directors and, if they do so, minority shareholders would not be
able to elect any members to the board of directors. The Company's board of
directors has authority, without action by the Company's shareholders, to issue
all or any portion of the authorized but unissued shares of Common Stock, which
would reduce the percentage ownership of the Company of its shareholders and
which would dilute the book value of the Common Stock.
Shareholders of the Company have no preemptive rights to acquire
additional shares of Common Stock. The Common Stock is not subject to
redemption and carries no subscription or conversion rights. In the event of
liquidation of the Company, the shares of Common Stock are entitled to share
equally in corporate assets after the satisfaction of all liabilities. Holders
of Common Stock are entitled to receive such dividends as the board of directors
may from time to time declare out of funds legally available for the payment of
dividends. During the last two fiscal years the Company has not paid cash
dividends on its Common Stock and does not anticipate that it will pay cash
dividends in the foreseeable future.
Item 5. Interests of Named Experts and Counsel.
The Law Office of Hamilton, Lehrer & Dargan, P.A., has rendered legal services
and prepared Form S-8. Such office is located at 555 South Federal Highway,
Suite 270, Boca Raton, Florida 33432.
Item 6. Indemnification of Officers and Directors.
The Registrant is a Florida corporation. The General Corporation Law of
Florida provides authority for broad indemnification of directors, officers,
employees and agents. The Registrant's Articles of Incorporation, as Amended,
incorporate the indemnification provisions of the General Corporation Law of
Florida to the fullest extent provided.
The Registrant has entered into indemnification agreements with its
Directors indemnifying them against liability and reasonable costs and expenses
incurred in litigation arising by reason of the fact that he or she is or was a
director, officer, stockholder, employee, or agent of the Registrant, provided
that the director acted in good faith and in a manner reasonably intended to be
in or not opposed to the best interests of the Registrant, and with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.
Indemnification of Officers or persons controlling the corporation for
liabilities arising under the Securities Act of 1933, as amended, is held to be
against public policy by the Securities and Exchange Commission and therefore,
unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits
Exhibit Description
5. Opinion of Hamilton, Lehrer & Dargan, P.A.
10.1 Agreement between the Company and Hamilton, Lehrer & Dargan
P.A. dated June 28, 2001.
23.2 Consent of Stark, Tinter & Associates, LLC, Certified Public
Accountants
99.1 Consulting Agreement with Beadros Asare dated June 28,2001
99.2 Consultant services plan
Item 9. Undertakings.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to
include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
offered at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing the Registration Statement on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of, State of
Florida By:
Winmax Trading Group, Inc.
(Registrant)
By: /s/ Gerald Sklar
- -------------------------------------
Gerald Sklar, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
By: /s/ Anthony Miller
- -------------------------------------
Anthony Miller, Director
By: /s/ David Young
- -------------------------------------
David Young, Director
By: /s/ Elaine Prober
- -------------------------------------
Elaine Prober, Director
EXHIBIT INDEX
Exhibit Description
5. Opinion of Hamilton Lehrer & Dargan, P.A.
10.1 Agreement between the Company and Hamilton, Lehrer & Dargan
P.A. dated June 28, 2001.
23.2 Consent of Stark, Tinter & Associates, LLC, Certified Public
Accountants
99.1 Consulting Agreement with Beadros Asare dated June 28,2001
99.2 Consultant services plan
