SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE QUARTER ENDED June 30, 2003
Commission file number: 0-29751
WINMAX TRADING GROUP, INC.
(Exact name of small business issuer as specified in its charter)
FLORIDA 65-0702554
State or other jurisdiction I.R.S. Employer Identification No.
of incorporation or organization
5920 Macleod Trail, Suite 800
Calgary, Alberta Canada T2H 0K2
(Address of principal executive office)
(877) 693-3130
(Issuer'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 filing requirements
for the past 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
As of June 30, 2003 we had 11,288,090 shares of our common stock outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
PART I-FINANCIAL INFORMATION
Item 1. Financial Statements.
Winmax Trading Group, Inc.
Consolidated Balance Sheet
June 30, 2003
(Unaudited)
Assets
Current assets
Cash $ 4,819
Inventory 28,000
Other current assets 2,400
-----------
Total current assets 35,219
-----------
Property and equipment, net 77,310
-----------
Other assets 20,000
-----------
$ 132,529
===========
Liabilities and Stockholders' (Deficit)
Current liabilities
Due to shareholders $ 684,547
Accounts payable and accrued expenses 41,900
-----------
Total current liabilities 726,447
-----------
Stockholders' (Deficit)
Preferred stock, $1.00 par value,
1,000,000 shares authorized,
no shares issued or outstanding -
Common stock, $.001 par value,
750,000,000 shares authorized,
11,288,090 shares issued and outstanding 11,288
Additional paid-in capital 11,188,416
Accumulated (deficit) (11,780,465)
-----------
(580,761)
-----------
Other comprehensive income:
Currency translation adjustment (13,157)
-----------
(593,918)
-----------
$ 132,529
===========
See the accompanying notes to the consolidated financial statements.
Winmax Trading Group, Inc.
Consolidated Statements of Operations
Three Months and Six Months Ended June 30,
(Unaudited)
Three Months Six Months
------------ ----------
2002 2003 2002 2003
---------- ---------- ----------- ----------
(Restated) (Restated)
Revenue:
Sales $ 40,985 $ - $ 40,985 $ 38,650
Sales to affiliate - - 168,000 -
---------- ---------- ----------- ----------
40,985 - 208,985 38,650
---------- ---------- ----------- ----------
Operating Costs and Expenses:
Cost of sales 7,236 - 40,836 8,000
Non cash stock compensation 419,750 115,500 4,374,450 125,500
Amortization 54,000 - 108,000 -
General and administrative 409,938 356,747 531,383 446,593
---------- ---------- ----------- ----------
890,924 472,247 5,054,669 580,093
---------- ---------- ----------- ----------
(Loss) from operations (849,939) (472,247) (4,845,684) (541,443)
Other income (expense):
Gain on the settlement of debt - 263,000 - 263,000
---------- ---------- ----------- ----------
Net (loss) (849,939) (209,247) (4,845,684) (278,443)
Other comprehensive income:
Foreign currency translation adjustment 6,307 (805) (6,124) (6,439)
---------- ---------- ----------- ----------
Comprehensive (loss) $(843,632) $ (210,052) $(4,851,808) $ (284,882)
========== ========== =========== ==========
Per Share Information - basic and
fully diluted:
Weighted average common shares outstanding 2,188,467 10,838,090 1,823,092 10,598,090
========== ========== =========== ==========
(Loss) per share $ (0.39) $ (0.02) $ (2.66) $ (0.03)
========== ========== =========== ==========
See the accompanying notes to the consolidated financial statements.
Winmax Trading Group, Inc.
Consolidated Statements of Cash Flows
Six Months Ended June 30,
(Unaudited)
2002 2003
---------- ----------
(Restated)
Cash flows from operating activities:
Net cash provided by (used in) operating activities $ (45,531) $ 26,636
---------- ----------
Cash flows from investing activities:
Net cash (used in) investing activities (28,069) (21,860)
---------- ----------
Cash flows from financing activities:
Net cash provided by financing activities 73,600 -
---------- ----------
Increase in cash and cash equivalents - 4,776
Cash and cash equivalents, beginning of period - 43
---------- ----------
Cash and cash equivalents, end of period $ - $ 4,819
========== ==========
See the accompanying notes to the consolidated financial statements.
WINMAX TRADING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(UNAUDITED)
(1) Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
(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, 2002 and for the two years then ended, including notes
thereto included in the Company's Form 10-KSB.
(2) Earnings Per Share
The Company calculates net income (loss) per share as required by SFAS 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 periods when they are
anti-dilutive, common stock equivalents, if any, are not considered in the
computation.
(3) Stockholders' (Deficit)
During the period ended June 30, 2003 the Company issued 970,000 shares of
common stock for services. The shares were valued at their fair market value on
the dates it was agreed they would be issued of $125,500, which has been
recorded as non-cash stock compensation.
Subsequent to June 30, 2003 the Company issued 155,000 shares of its common
stock for services. The shares will be valued at the fair market value on the
dates it was agreed they would be issued.
(4) Other-Various Lawsuits and Claims
During July 1999 the Company entered into a lease agreement for office
facilities for a five-year term commencing during December 1999. The lease
provided for an initial base rent of approximately $4,020 per month plus the
Company's proportionate share of operating expenses. In addition, the lease
provided for annual adjustments to the base rent. During December 1999 the
Company elected not to honor the terms of the new lease and the lessor retained
a $5,000 deposit as liquidated damages and the Company charged the $5,000 to
rent expense during 1999.
During 2001 the lessor filed suit against the Company and a former officer "ELO
Associates II Ltd. V. Winmax Trading Group, Inc. et al" (Case No.
CA-CE-02-004868(14))(17th Judicial District, Broward County Florida). A motion
for default judgment was filed seeking damages of $222,324. During August 2002 a
final judgment was entered in favor of the plaintiff in the approximate amount
of $313,000.
On May 2, 2003 the Company settled the litigation for a payment of $30,000 plus
legal fees of $20,000 and the action against the Company was dismissed.
(5) Related Party Transactions
During the period ended June 30, 2003 affiliates of the Company provided working
capital aggregating approximately $530,000 by direct payment of certain
obligations of the Company. In addition, the Company accrued $50,000 in unpaid
officer salary.
All of the Company's revenue for the period ended March 31, 2002 was generated
from the sale of web sites to an affiliate/consultant who contracted with the
Company to design the sites for his third party clients.
(6) Reclassifications
Certain amounts included in the previous periods' financial statements have been
reclassified to conform to current year presentation.
(7) Going Concern
The Company's financial statements are presented on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business.
The Company has experienced significant losses from operations. For the period
ended June 30, 2003 the Company incurred a net loss of $278,443. In addition,
the Company has an accumulated deficit of $11,780,465 and working capital and
stockholder deficits of $691,228 and $593,918 at June 30, 2003.
The Company's ability to continue as a going concern is contingent upon its
ability to expand its service operations, generate revenues from the sales of
gemstones and secure additional financing. The Company is pursuing financing for
its operations and seeking to expand its operations. Failure to secure such
financing or expand its operations may result in the Company not being able to
continue as a going concern.
The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.
Item 2. Management's Discussion and Analysis.
Forward-Looking Statements
The following discussion and analysis of our operations should be read in
conjunction with our financial statements for the period ending June 30, 2003
and notes thereto, as well as our "Management's Discussion and Analysis or Plan
of Operations" included in our Form 10-KSB for the year ended December 31, 2002.
This quarterly report on Form 10-QSB for the period ending June 30, 2003
contains forward-looking statements. Winmax Trading Group, Inc. is referred to
herein as "we," "our" or "us." The words or phrases "would be," "may allow,"
"intends to," "may likely result," "are expected to," "may continue," "is
anticipated," "estimate," "project," or similar expressions are intended to
identify "forward-looking statements". Such statements include those concerning
our expected financial performance, our corporate strategy and operational
plans. Actual results could differ materially from those projected in the
forward-looking statements as a result of a number of risks and uncertainties,
including: (a) intense competition in the web development design, web casting,
Internet solutions and e-commerce business, as well as the mining and
exploration and gemstone business; (b) whether we are able to manage our planned
growth efficiently, including whether our management will be able to identify,
hire, train, retain, motivate and manage required personnel or that management
will be able to manage and exploit existing and potential market opportunities
successfully; (c) whether we are able to generate sufficient revenues or obtain
financing to sustain and grow our operations, including the ability to support
any possible future exploration activities and to establish operate retail
establishments that sell gemstones; (d) should we engage in testing and
exploration activities, we will be subject to regulatory concerns, including
those regulations pertaining to environmental permitting of operations, air
quality, water quality and wildlife monitoring, safety regulations, claim
filings and maintenance inspection and monitoring, all of which would subject us
to substantial costs; and (e) we have not sufficiently developed our business
plan in the mining and exploration and gemstone related businesses to generate
revenues.
Statements made herein are as of the date of the filing of this Form 10-QSB with
the Securities and Exchange Commission and should not be relied upon as of any
subsequent date. Unless otherwise required by applicable law, we do not
undertake, and we specifically disclaim any obligation, to update any
forward-looking statements to reflect occurrences, developments, unanticipated
events or circumstances after the date of such statement.
Overview of Operations.
Our management team has continued their efforts to implement its web development
and Internet business. Our management has also attempted to implement a business
related to the production, processing and Internet marketing of precious and
semi-precious gemstone and jewelry, particularly in the colored gemstone and
jewelry industry; however, to date we have been unsuccessful in generating any
revenues pertaining to this business.
We have expanded our corporate strategy to also engage in the retail marketing
of gem stones from physical locations; however, to date we have not established
any such retail establishments. This additional component of our corporate
strategy, as well as all aspects of our business, are contingent upon receiving
adequate financing.
Our business plan also contemplates conducting testing and exploration
activities of certain properties in which we have interests.
We remain dependent upon our ability to expand our web development and Internet
services to generate revenues. We will continue to pursue and attempt to secure
additional financing with which to implement our business strategy; however, to
date we have been unsuccessful in doing so.
Although we are pursuing financing for the continued and planned expansion of
our operations, our failure to secure such financing or expand our operations
may result in our not being able to continue as a going concern. Our ability to
continue as a going concern is contingent upon our ability to expand our service
operations, generate revenues from the sales of gemstones and secure additional
financing. Although we are pursuing financing to expand our operations, there
are no assurances that we will be successful in obtaining such financing. Our
failure to secure financing or expand our operations may result in our not being
able to continue as a going concern.
We believe that we have developed and acquired the necessary operating assets to
conduct our web development and Internet services. We estimate that we will need
approximately $100,000 in operating assets to implement our gemstone business.
Risks and Uncertainties
During the 6 months ended June 30, 2002 and June 30, 2003, we incurred net
losses of $4,845,684 and $278,443 respectively. We expect to continue to
generate losses until our revenues increase. For these same periods, we had
revenues of $208,985 and $38,650 and operating expenses of $5,054,669 and
$580,093, respectively.
We expect that our losses will continue until our revenues increase. There is no
assurance that we can increase our revenue sources and it is unlikely that we
can lower our expenses in our present mode of operations. We may never earn a
profit. If we continue to lose money over a protracted period of time, we may be
forced to discontinue our operations.
For the 6 months ended June 30, 2003, we financed a portion of our operations
through $38,650 of revenues obtained during the 3 months ended March 30, 2003
from our website development and Internet services. In addition, we financed our
operations from additional working capital of $530,000 obtained from
shareholders and affiliates.
As of June 30, 2003, we have only $4,819 of cash, which is insufficient to meet
our operational goals and business plan. We have required and continue to
require substantial capital to fund our business operations.
We have no commitments, agreements or understanding regarding additional
financing and we may be unable to obtain additional financing on satisfactory
terms or at all. We expect to pursue additional financing through debt or equity
financing. If additional funds are raised or acquisitions are made by issuing
our equity securities, there will be dilution to the equity securities of our
existing shareholders. We may also incur substantial debt or assume substantial
indebtedness. Accordingly, the inability to obtain such financing could have a
material adverse affect on our business, financial condition and results of
operations.
Periods Ended June 30, 2003 and 2002
Consolidated Statement of Operations
Our primary business focus has been directed to our website services.
Revenues. Revenues for the three months ended June 30, 2003 decreased by 100% to
$0 from $40,985 for the same period in 2002. During the 6 months ended 2003, our
revenue was derived from the sale and design of websites as described above
under "Overview of Operations". During the 6 months ended 2003, we derived all
of our revenues of $38,650 from sales to third parties as compared to the 6
month period ended June 30, 2002 where 80% of our sales were through sales to an
affiliate that provided such services. Our revenues for the 6 months ended June
30, 2003 were $38,650 while for the same period in 2002 revenues were $208,985
comprised of $40,985 to third parities and $168,000 to the affiliate. The
decrease in revenues was primarily due to our focus on streamlining our
administrative and general service functions.
Cost of Sales. Cost of sales consists primarily of supplies. Cost of sales
decreased to $0 from $7,236 for the same period in 2002, representing 0% and 20
% of the total revenues for the three months ended June 30, 2003 and June 30,
2002, respectively. The decrease in cost of sales is attributable to decreases
in business.
Net Loss. Net Loss is total revenues less operating costs and expenses plus
other income. For the three months ended June 30, 2003 and 2002, respectively,
net loss was $209,247 and $849,939 which represents a 75% net loss decrease. The
decrease in the net loss is primarily attributable to the decrease in non-cash
stock compensation from $419,750 for the period ending June 30, 2002 to $115,500
for the same period in 2003.
General and Administrative Expenses. General and administrative expenses
decreased to $356,747 for the three months ended June 30, 2003, from $409,938
for the three months ended June 30, 2002.
Loss per share
The loss per share for the three months ended June 30, 2003 was $(0.02) compared
with the loss per share of $(0.39) for the three months ended June 30, 2002. The
$0.37 decrease in our loss is primarily due to the decrease in non-cash stock
compensation from $419,750 for the period ending June 30, 2002 to $115,500 for
the same period in 2002 and an increase in the weighted average shares
outstanding.
Consolidated Balance Sheet
Current Assets. Current Assets amounted to $35,219 as of June 30, 2003, compared
to $13,010 as of December 31, 2002. This increase in our current assets is
mainly attributable to an increase in cash of $4,776 an increase in inventory of
$28,000 and a decrease in other current assets of $10,567.
Property and equipment, net. Property and equipment amounted to $77,310 as of
June 30, 2003 as compared with $71,450 at December 31, 2002.
Current Liabilities. As of June 30, 2003, current liabilities increased by
$187,453 to $726,447, compared with $538,994 at December 31, 2002. The
increase in our current liabilities is due to a $582,164 increase in current
liabilities due to shareholders, a decrease in accounts payable of $30,790 and a
decrease of $363,921 in accrued expenses resulting principally from the
settlement of litigation in May 2003.
Liquidity and Capital Resources June 30, 2003.
Net cash provided by operating activities for the six months ended June 30, 2003
was $26,636 compared with $45,531 used in operating activities for the same
period in 2002. The change is due principally to the decreases in our net loss
and non cash stock compensation in 2003 as compared to 2002.
Cash at June 30, 2003 amounted to $4,819, an increase of $4,776 since December
31, 2002 when our cash was $43.
We have experienced significant losses from our operations. For the period ended
June 30, 2003, we incurred a net loss of $278,443. In addition, we had an
accumulated deficit of $11,780,465 and a working capital and stockholder
deficits of $691,228 and $593,918 at June 30, 2003. Our ability to continue as a
going concern is contingent upon our ability to expand our service operations,
generate revenues from the sales of gemstones and secure additional financing.
Although we are pursuing financing to expand our operations, there are no
assurances that we will be successful in obtaining such financing. Our failure
to secure financing or expand our operations may result in our not being able to
continue as a going concern.
Item 3. Controls and Procedures
Our Chief Executive Officer/Chief Financial Officer/Principal Accounting Officer
evaluated our disclosure controls and procedures within the 90 days preceding
the filing date of this annual report. Based upon this evaluation, the Chief
Executive Officer/Chief Financial Officer/Principal Accounting Officer concluded
that our disclosure controls and procedures are effective in ensuring that
material information required to be disclosed is included in the reports that we
file with the Securities and Exchange Commission.
There were no significant changes in our internal controls or, to the knowledge
of our management, in other factors that could significantly affect these
controls subsequent to the evaluation date.
PART II-OTHER INFORMATION
Item 1. Legal Proceedings.
During July 1999, we entered into a lease agreement for office facilities for a
five-year term commencing during December 1999. The lease provided for an
initial base rent of approximately $4,020 per month plus our proportionate share
of operating expenses. In addition, the lease provided for annual adjustments to
the base rent. During December 1999, we elected not to honor the terms of the
new lease and the lessor retained a $5,000 deposit as liquidated damages and we
charged the $5,000 to rent expense during 1999.
During 2001, the lessor filed suit against us and a former officer in ELO
Associates II Ltd. V. Winmax Trading Group, Inc. et. al. (Case No.
CA-CE-02-004868(14)) (17th Judicial District, Broward County Florida). A motion
for default judgment was filed seeking damages of $222,324. During August 2002,
a final judgment was entered in favor of the plaintiff (the leasing company) for
approximately $313,000.
On May 2, 2003, we settled the litigation for a payment of $30,000 plus legal
fees of $20,000 and the action against us was dismissed.
Item 2. Changes in Securities.
Not Applicable.
Item 3. Defaults Upon Senior Securities.
Not Applicable.
Item 4. Submissions 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.
A. EXHIBITS
Exhibit No. Description
3.1.1 Articles of Incorporation of Winmax Trading Group, Inc., dated
September 26, 1996*
3.1.2 Amendment to the Articles of Incorporation of Winmax Trading
Group, Inc. dated January 27, 1997*
3.1.3 Amendment to the Articles of Incorporation of Winmax Trading
Group, Inc. dated October 6, 1999*
3.1.4 Amendment to the Articles of Incorporation of Winmax Trading
Group, Inc., dated October 18, 2002*
3.2 Bylaws of Winmax Trading Group, Inc. and Amendment*
10.1 Limited Partnership Agreement Between Winmax Trading Group, Inc.
as General Partner and the Limited Partners in the Winmax Alpha
Fund Limited Partnership*
10.2 Assignment Agreement with Stone and Woods Corporation s.a.r.l.*
10.3 Share Purchase Agreement from Global Gemstone & Jewelry Inc.*
10.4 Agreement with Thomas Meeks*
31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
* Denotes previously filed exhibits hereby incorporated by reference.
We hereby incorporate the following documents by reference:
i) Our Annual Report on Form 10-KSB for the year ended December 31, 2002 which
was filed with the Commission on May 8, 2003;
ii) Our Annual Report on Form 10-KSB for the year ended December 31, 2001 which
was filed with the Commission on May 9, 2002;
iii) Our Quarterly Reports on Form 10-QSB, as filed with the Securities and
Exchange Commission, for the quarters ended: (a) March 31, 2003, filed on May
30, 2003; (b) September 30, 2002, filed on November 19, 2002 and amended on
November 25, 2002; (c) June 30, 2002, filed on September 16, 2002 and amended on
November 19, 2002 and November 25, 2002; (d) March 31, 2002, filed on May 24,
2002; (e) September 30, 2001, filed on November 20, 2001 and amended on February
28, 2002 and June 18, 2002; (f) June 30, 2001, filed on August 3, 2001 and
amended on April 16, 2002; and (g) March 31, 2001, filed on May 17, 2001;
iv) Our Report on Form 8-K/A which was filed with the Securities and Exchange
Commission on March 12, 2002;
v) Our Report on Form 8-K which was filed with the Securities and Exchange
Commission on March 11, 2002;
vi) Our Report on Form 8-K which was filed with the Securities and Exchange
Commission on October 28, 2002; and
vii) Our Schedule 14A Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 which was filed with the Securities and Exchange
Commission on September 27, 2002.
B. REPORTS ON FORM 8-K.
Not Applicable.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: September 9, 2003
By:/s/ Gerald E. Sklar
Gerald E. Sklar, President, Chief Executive Officer, Chief Financial Officer
and Principal Accounting Officer
Winmax Trading (WNMX) Inactive
Filed: 9 Sep 03, 12:00am