FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(Mark One)
[X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________________ to _______________________
Commission File Number 0-29751
Winmax Trading Group, Inc.
(Exact name of registrant as specified in its charter)
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Florida 65-0702554
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Suite 150 - 530 S. Federal Highway, Deerfield Beach, Florida 33441
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(Address of principal executive office) (Zip Code)
888 - 533 - 4555
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ___
The number of shares outstanding of each of Issuer's classes of common equity
as of September 30, 2001.
Common Stock, par value $.001 3,881,003
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Title of Class Number of Shares
Transitional Small Business Disclosure Format yes____ no X
Winmax Trading Group, Inc.
Index
Part I
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Index 1
Item 1. Financial Statements
Balance Sheet as of September 30, 2001 2
Statements of Operations for the Three
and Nine Months Ended September 30,
2001 and 2000 3
Statements of Cash Flows for the Nine
Months Ended September 30, 2001 and 2000 4
Notes to Financial Statements 5 & 6
Item 2. Management's discussion and analysis
or plan of operation 7
Part II
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Other information 8
Signatures 9
Page 1
Winmax Trading Group, Inc.
Balance Sheet
September 30, 2001
(Unaudited)
Assets
Current assets
Cash $ 8,718
Prepaid expenses 346,413
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Total current assets 355,131
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Intangible asset 700,000
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$ 1,055,131
================
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable $ 1,900
Due to shareholder 54,470
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56,370
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Stockholders' equity
Preferred stock, $1.00 par value,
1,000,000 shares authorized,
no shares issued or outstanding -
Common stock, $.001 par value,
50,000,000 shares authorized,
3,881,003 shares issued and outstanding 3,881
Additional paid-in capital 2,694,894
Accumulated deficit (1,700,014)
----------------
998,761
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$ 1,055,131
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The accompanying notes are an integral part of the financial statements.
Page 2
Winmax Trading Group, Inc.
Statements of Operations
Three Months and Nine Months Ended September 30, 2001 and 2000
(Unaudited)
Three Months Nine Months
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2001 2000 2001 2000
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Revenue:
Fees, commissions and interest $ - $ 10,854 $ - $ 36,067
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Operating Costs and Expenses:
General and administrative 189,152 158,394 907,193 420,417
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(Loss) from operations (189,152) (147,540) (907,193) (384,350)
Other income (expense):
Realized (loss) on marketable
securities - (9,462) - (9,462)
------------- ------------- ------------- --------------
Net (loss) $ (189,152) $ (157,002) $ (907,193) $ (393,812)
============= ============= ============= ==============
Per Share Information - basic
and fully diluted:
Weighted average common shares
outstanding 1,090,110 376,000 1,821,662 376,000
============= ============= ============= ==============
(Loss) per share $ (0.17) $ (0.42) $ (0.50) $ (1.05)
============= ============= ============= ==============
The accompanying notes are an integral part of the financial statements.
Page 3
Winmax Trading Group, Inc.
Statements of Cash Flows
Nine Months Ended September 30, 2001 and 2000
(Unaudited)
2001 2000
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Cash flows from operating activities:
Net cash (used in) operating activities $ (73,493) $ (310,756)
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Cash flows from investing activities:
Net cash provided by (used in)
investing activities - 97,248
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Cash flows from financing activities:
Net cash provided by financing activities 80,470 249,304
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Increase (decrease) in cash and cash equivalents 6,977 35,796
Cash and cash equivalents, beginning of period 1,741 -
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Cash and cash equivalents, end of period $ 8,718 $ 35,796
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Supplemental cash flow information:
Cash paid for interest $ - $ -
Cash paid for income taxes $ - $ -
The accompanying notes are an integral part of the financial statements.
Page 4
WINMAX TRADING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2001
(UNAUDITED)
(1) Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles ("GAAP") for interim financial
information and Item 310(b) of Regulation SB. They do not include all of the
information and footnotes for complete financial statements as required by GAAP.
In management's opinion, all adjustments (consisting only of normal recurring
adjustments) considered necessary for a fair presentation have been included.
The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year. For further
information, refer to the Company's financial statements as of December 31, 2000
and for the two years then ended, including notes thereto included in the
Company's Form 10-KSB.
(2) Organization
The Company was incorporated under the laws of the State of Florida on September
26, 1996. The Company, as General Partner of an investment fund, Winmax Alpha
Fund Limited Partnership ("Alpha"), had been in the business of operating and
managing Alpha. The Company's operating revenue during the prior year consisted
almost solely of the incentive fees, commissions and interest derived from the
operation and management of this fund. Alpha was a Delaware limited partnership
formed to trade, invest in, buy, sell or otherwise acquire, hold or dispose of
futures contracts, options on futures contracts, and all rights and interests
pertaining thereto.
During October 2000, the Company terminated Alpha in accordance with the terms
of the Limited Partnership Agreement and returned the limited partners'
investments; the Company then had no significant business operations.
(3) Earnings Per Share
The Company calculates net income (loss) per share as required by SFAS No. 128,
"Earnings per Share." Basic earnings (loss) per share are calculated by dividing
net income (loss) by the weighted average number of common shares outstanding
for the period. Diluted earnings (loss) per share are calculated by dividing net
income (loss) by the weighted average number of common shares and dilutive
common stock equivalents outstanding. During the periods presented, common stock
equivalents, if any, were not considered as their effect would be anti dilutive.
Page 5
WINMAX TRADING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2001
(UNAUDITED)
(4) Stockholders' Equity
During the quarter ended September 30, 2001, a Company officer contributed
$54,470 to the Company's working capital.
During the period ended September 30, 2001, the Company issued 330,000 shares of
common stock for legal services. The Company also issued 255,000 shares pursuant
to the Company's employee stock option plan. The shares were registered by the
Company on an S-8 Registration Statement. The shares were valued at the fair
market value of the common stock on the filing dates of the S-8 registration
statements. Pursuant to the S-8, the shares were issued as prepaid expenses
totaling $132,000 and employee options totaling $102,000.
(5) Other--Various lawsuits and claims
ELO Associates II, Ltd v. Winmax Trading Group, Inc. and Ralph Pistor (Circuit
Court of the Seventeenth Judicial Circuit in and for Broward County, Florida;
Case No. 01-04868 (14)). On October 9, 2001, a default judgment was issued on
the issue of our liability, with the issue of damages to be decided by a bench
trial. The Company was never served with a copy of the summons or complaint in
this matter and never otherwise received a copy of the Complaint; however, the
Company's best information is that the lawsuit makes claims for breach of a
lease agreement, including alleged damages of $222,324. The Company intends to
appeal the judgment for failure to affect service of process of the summons and
the Complaint upon the Company and to file appropriate defenses to the claims.
Although the Company intends to vigorously appear and otherwise defend this
matter, its outcome cannot be predicted. Should the Court order a judgment in
the full amount of the alleged damages and the Company exhausts all of its
appeals, such payment would have a materially adverse affect on the Company's
consolidated results of operations or financial position, unless such payment
was made by a member of the Company's management.
Forward-Looking Statements
This report on Form 10-Q contains forward looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. The words or phrases "would be," "will allow," "intends
to," "will likely result," "are expected to," "will continue," "is anticipated,"
"estimate," "project," or similar expressions are intended to identify
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Actual results could differ materially from those
projected in the forward looking statements as a result of a number of risks and
uncertainties, including those risks factors contained in our Form 10-K report.
Statements made herein are as of the date of the filing of this Form 10-Q with
the Securities and Exchange Commission and should not be relied upon as of any
subsequent date. Unless otherwise required by applicable law, the Company does
not undertake, and specifically disclaims any obligation, to update any
forward-looking statements to reflect occurrences, developments, unanticipated
events or circumstances after the date of such statement.
Page 6
Item 2. Management's Discussion and Analysis or Plan of Operations.
The following discussion and analysis provides information that the Company
believes is relevant to an assessment and understanding of its consolidated
results of operations and financial condition. This discussion and analysis
covers material changes in financial condition since December 31, 2000 and
material changes in the results of operations from the nine months ended
September 30, 2001. This discussion and analysis should be read in conjunction
with the Company's Form 10 - KSB for the year ended December 31, 2000, including
the Company's financial statements contained therein.
Results of Operations
As reported in the December 31, 2000 notes to the Company's Consolidated
Financial Statements, effective with the termination of Alpha, the Company has
had no significant business operations or revenue.
Cash Outlays for general and administrative expenses continued to decrease
during the third quarter. This decrease is attributable to the Company's failure
to conduct business operations. Total general and administrative expenses of
$269,623 continued to be a major expense of the Company.
Direction and Focus of Operations and Management Change The Company's Directors,
Gerald Sklar, Tony Miller, David Young and Elain Probert, have decided that the
Company's interests are best served by changing the Company's business plan to
engage in mining operations.
Legal Proceedings
Not Applicable.
Liquidity and Capital Resources
The Company has no material commitments for capital expenditures at September
30, 2001.
The Company has no significant business operations. The Company will need
additional capital to continue its operations for the next twelve months. The
Company may have to seek financing through the sale of its shares, a debt
offering, or loans from its Officer or Directors, which are subject to the
following significant risks: (a) there can be no assurance that additional
private or public financing, including debt or equity financing, will be
available as needed or on terms favorable to the Company; (b) equity financing
may dilute the ownership interests of shareholders; (c) additional equity
securities may have rights and preferences or privileges that are senior to the
Company's Common Stock; (d) debt financing would require payment of principal
and interest that may pose an undue financial strain on the Company's
operations; and (e) debt financing may involve restrictive covenants that could
impose obligations on the Company's operating flexibility to continue its
business and operations.
Page 7
Part II: Other Information
Item 1: Legal Proceedings
See Note 5 to Consolidated Financial Statements (unaudited) ending September 30,
2001 contained herein.
Item 2: Changes in Securities
Not Applicable.
Item 4: Submission of Matters to a Vote of Security Holders
Not Applicable.
Item 5: Other Information
Not Applicable.
Item 6: Exhibits and Reports on Form 8-K and Form S -8
A. Exhibits
None
B. Reports on Forms 8-K dated March 7, 2001 filed with the SEC
on May 7, 2001,and June 19, 2001.
Reports on Forms S-8 on the following dates. June 7, 2001;
July 3, 2001; July 27, 2001 and August 21, 2001 (POS).
Page 8
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
WINMAX TRADING GROUP, INC.
Date: November 20, 2001 By:/s/ Gerald Sklar
Gerald Sklar
President
(Principal Financial Officer)
Page 9
