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 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
Securities Amount Maximum Maximum Amount
to be to be Offering Price Aggregate of
Registered Registered(1) per Share(2)(3) Offering Price Fee
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Common Stock,
$0.001 par value:
10,000 (1)
899,696 (2)(3)
TOTAL 909,696 $1,000,665.60 $1.10 $92.06
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1. Represents shares issuable pursuant to agreement(s) for services rendered or
to be rendered.
2. Consists of shares which may be acquired upon exercise of Amended
Non-Qualified options issuable to employees and consultants electing to
participate in the 2002 Amended Non-Qualified Stock Award and Option Plan.
3. This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the Winmax Trading Group Inc. - 2002 Amended
Non-Qualified Stock Award and Option Plan by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of
outstanding shares of common stock.
4. This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(c) under the Securities
Act of 1933, as amended, and is calculated on the basis of the average of the
high and low prices reported and last sale reported on the OTC Bulletin Board as
of March 18, 2002.
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 March 31, 2001, June 30, 2001, and September 30, 2001 which were
filed with the Securities and Exchange Commission on May 17, 2001, August
3, 2001, and November 29, 2001 respectively;
(c)The Registrant's Report on Form 8KA filed on March 12, 2002.
(d) The Registrant's Articles of Incorporation and Amendments thereto,
and the Registrant's Bylaws;
(e) 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.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the 'Exchange Act'), and in accordance
therewith files reports, proxy statements and other information including annual
and quarterly reports on Form 10-KSB and 10-QSB (the '1934 Act Filings') with
the Securities and Exchange Commission (the 'Commission'). Reports and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained at the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, DC 20549. Copies of such material can be obtained upon
written request addressed to the Commission, Public Reference Section, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
maintains a web site on the Internet (http://www.sec.gov) that contains reports,
proxy and information statements and other information regarding issuers that
file electronically with the Commission through the Electronic Data Gathering,
Analysis and Retrieval System ('EDGAR').
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 3,500,000 shares of which 2,500,000 shares are
common stock, $.001 par value and 1,000,000 shares are preferred stock, no par
value. As of March 18, 2002, there are 1,590,302 shares of common stock issued
and outstanding held by 51 shareholders of record. 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. and Brenda Hamilton have
rendered legal services and prepared this Form S-8. Such office is located at
555 South Federal Highway, Suite 270, Boca Raton, Florida 33432. Members of the
firm own an aggregate of 35,000 Shares of our common stock.
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
5.0 Opinion of Hamilton, Lehrer & Dargan, P.A.
10.1 Agreement with Hamilton, Lehrer & Dargan, P.A.
10.2 2002 Amended Non-Qualified Stock Award and Option Plan
10.3 Form of Option Exercise
23.2 Consent of Stark Winter Schenkein & Co., LLC, Certified Public
Accountants
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 Calgary, Province of
Alberta, Canada By:
Winmax Trading Group, Inc.
(Registrant)
By:/s/Gerald Sklar Date: March 19, 2002
Gerald Sklar, President, Chief Executive Officer and Director
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 Date: March 19, 2002
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Anthony Miller-Director
By:/s/David Young Date: March 19, 2002
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David Young-Director
By:/s/Elaine Prober Date: March 19, 2002
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Elaine Prober-Director
