UNITED STATES
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 QUARTERLY PERIOD ENDED September 30, 2004
Commission file number: 0-29751
WINMAX TRADING GROUP, INC.
(Exact name of small business issuer as specified in its charter)
FLORIDA
State or other jurisdiction 65-0702554
of incorporation or I.R.S. Employer Identification
organization No.
5920 MacLeod Trail, Suite 800
algary, Alberta Canada T2H 0K2
CAddress of principal executive
(offices)
(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 [ ] No [X]
APPLICABLE ONLY TO CORPORATE ISSUERS
As of March 18, 2005,
we had 22,641,162 shares of our common stock outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
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PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
Winmax Trading Group, Inc. and Subsidiaries
Consolidated Balance Sheet
September 30, 2004
(Unaudited)
Assets
Current assets
Cash $ 23,800
Inventory 138,614
Prepaid expenses and other assets 52,751
------------
Total current assets 215,165
------------
Property and equipment, net 306,244
------------
Total Assets $ 521,409
============
Liabilities and Stockholders' Deficiency
Current liabilities
Accounts payable & accrued expenses $ 313,050
Loan Payable - stockholder 2,741,431
------------
Total Liabilities 3,054,481
------------
Stockholders' Deficiency
Common stock;
Authorized, no par value; 750,000,000 shares
Issued and outstanding 18,706,736 shares $ 18,706
Additional paid-in capital 12,828,145
Accumulated other comprehensive loss (189,119)
Accumulated deficit (15,190,804)
------------
Stockholders' deficiency (2,533,072)
------------
Total Liabilities & Stockholders' Deficiency $ 521,409
============
See the accompanying notes to the consolidated financial statements.
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Winmax Trading Group, Inc. and Subsidiaries
Consolidated Statements of Operations
Three and Nine Months Ended September 30, 2004 and 2003
(Unaudited)
Three Months Nine Months
2004 2003 2004 2003
------------ ----------- ------------ -----------
Revenue:
Sales - Retail $ 39,336 0 $ 121,448 0
Sales - Web 5,999 338,827 171,584 377,477
Cost of sales - Retail 11,300 0 25,131 0
------------ ----------- ------------ -----------
Gross Profit 34,035 338,827 267,901 377,477
------------ ----------- ------------ -----------
Operating Costs and Expenses:
General and administrative 1,016,729 632,246 3,061,163 1,212,339
------------ ----------- ------------ -----------
Loss from operations (980,694) (293,419) (2,793,262) (834,862)
Other Income - Gain on Settlement of Debt 0 0 0 263,000
------------ ----------- ------------ -----------
Net Loss (980,694) (293,419) (2,793,262) (571,862)
Foreign currency translation adjustment (131,539) (47,773) (90,230) (54,212)
------------ ----------- ------------ -----------
Comprehensive loss $ (1,112,233) (341,192) $ (2,883,492) (626,074)
============ =========== ============ ===========
Weighted-average number of common shares
outstanding - basic and diluted 18,645,867 10,257,289 17,761,682 10,684,779
============ =========== ============ ===========
Net loss per common share -basic & diluted $ (0.05) (0.03) $ (0.16) (0.06)
============ =========== ============ ===========
See the accompanying notes to the consolidated financial statements.
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Winmax Trading Group, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2004 and 2003
(Unaudited)
2004 2003
----------- ---------
Cash flows from operating activities:
Net cash provided by operating activities $(1,782,113) $(802,400)
----------- ---------
Cash flows from investing activities:
Net cash (used in) investing activities (224,206) (55,829)
----------- ---------
Cash flows from financing activities:
Net cash provided by financing activities 2,115,529 930,419
----------- ---------
Effect of exchange rate changes on cash (90,230) (5,434)
----------- ---------
Net increase in cash and cash equivalents 18,980 66,756
Cash at beginning of period 4,820 43
----------- ---------
Cash at end of period $ 23,800 $ 66,799
=========== =========
See the accompanying notes to the consolidated financial statements.
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WINMAX TRADING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2004
(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 option, 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, 2003 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) Related Party Transactions
During the period ended September 30, 2004 a stockholder of the Company provided
working capital aggregating approximately $2,115,529 by direct cash advances to
the Company. These advances are recorded as Loan Payable - Stockholder.
(4) Stockholder's Equity
On April 2,2004, 2,350,000 shares were issued for consulting service to a number
of consultants and one employee. The shares constitute validly issued shares of
Winmax Trading Group, Inc. and are issued as restricted 144 shares under section
4(2) of the Securities and Exchange act of 1933 and 1934. Shares were valued at
$0.31 which was market value on April 2, 2004 for a total value of $728,500 with
$2,350 being allocated to common stock and the balance of $726,150 being
allocated to additional paid in capital. On July 28,2004, 200,000 shares were
issued for consulting service to one consultant. The shares constitute validly
issued shares of Winmax Trading Group, Inc. and are issued as restricted 144
shares under section 4(2) of the Securities and Exchange act of 1933 and 1934.
Shares were valued at $0.85 which was market value on July 28, 2004 for a total
value of $170,000 with $200 being allocated to common stock and the balance of
$169,800 being allocated to additional paid in capital.
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(5) Subsequent Events - Stockholder's Equity
Additional restricted 144 shares under section 4(2) of the Securities and
Exchange Act of 1933 and 1934 were issued on December 22, 2004. A total of
3,934,426 shares were issued to the majority shareholder and CEO of the company
valued at $0.61 per share for a total value of $2,400,000. The shares issued
were issued at market value and repaid a portion of the Loan Payable -
Stockholder due to the majority shareholder.
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 statement for the period ending September 30,
2004 and notes thereto. This quarterly report on Form 10-QSB for the period
ending September 30, 2004 contains "forward-looking statements", within the
meaning of such term in Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors that could
cause the actual financial or operating results of the Company to be materially
different from the historical results or from any future results expressed or
implied by such forward-looking statements. Winmax Trading Group, Inc. is
referred to herein as "we", "our", "us.", "the company" or "Winmax". The words
or phrases "would be", "may allow," "intends to", "may likely", "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, e-commerce, and retail
business; (b) whether we are able to manage our planned growth efficiently,
including whether our management will be able to identify, hire, train, retrain,
motivate, and manage required personnel or that management will be able to
manage and exploit existing and potential market opportunities successfully, and
(c) whether we are able to generate sufficient revenues or obtain financing to
sustain and grow our operations. We are in the early stage of building and
expanding the company and have not generated sufficient revenues to maintain day
to day operations.
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 occurrence, developments, unanticipated
events or circumstances after the date of such statement.
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Overview of Operations
This discussion relates to Winmax Trading Group (Winmax), Inc. and its divisions
"Winmax Media, WinmaxIS, theGemstore and theGemstore.com". The Management
Discussion and Analysis (MD&A), for the nine month ended September 30, 2004,
should be read in conjunction with our financial statements and with our 2003
10K-SB filed November 3, 2004.
For the nine month period ended September 30, 2004, Winmax's management
continued their efforts to expand Winmax Media's, WinmaxIS's, theGemstore Inc.'s
and theGemstore.com's operations. We have been successful in utilizing the
talents in each of our divisions to build the technical infrastructure needed to
support our planned growth. Winmax Media and WinmaxIS have been instrumental in
building Winmax Trading Group, Inc.'s accounting system, computer network,
theGemstore's Point of Sale system and the building and maintaining of our
e-commerce site.
Through theGemstore and theGemstore.com, we continue to expand our platform for
marketing gemstone, gemstone jewelry and accessories. For the quarter ended
September 30, 2004 we opened two retail merchant units (RMU's) and closed one
RMU in Canada. Management stays committed to refining our business strategy as
we analysis and identify key trends to capitalize in our various test markets.
As of September 30, 2004 we had 11 RMU's including our first inline store in NY.
Subsequent Events
Subsequent to the nine month period ended September 30, 2004, management
continues to assess our test markets and has eliminated certain kiosk based on
their passed performance and expectation for profitability. As the date hereof
Winmax is operating one inline RMU store and six kiosks. Management is currently
in negotiation for several other possible inline stores.
Risks and Uncertainties
For the nine months ended September 30, 2004 we incurred a net loss of
$2,793,262 compared to a net loss of $571,862 for the same period in 2003. We
expect to continue to generate losses until our revenues increase. Our revenue
and total operating expenses for the nine months ended September 30, 2004 was
$293,032 and $3,061,163 respectively, compared to revenue of $377,477 and total
operating expenses of $1,212,339 for the same period in 2003.
Year to year comparisons may not be indicative of future performance due to the
change in revenue sources and sporadic sales from our Media and IT divisions.
As of September 30, 2004, we had $23,800 in 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 understandings regarding additional
financing and we may be unable to obtain additional financing either 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 our existing
shareholders. We may also incur debt or assume substantial indebtedness. If we
are unable to obtain financing, such inability could have a material adverse
effect on our business, financial condition and results of operations.
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There is no assurance 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 no longer be able to operate as a going concern.
Material Changes in Results of Operations
In 2003, we abandoned all plans to acquire, explore, produce or process gems
from any property and entered into the business of retailing gemstones, gemstone
jewelry and accessories. We have focused our attention on building relationships
with our suppliers and plan to continue expanding theGemstore Incs' and
theGemstore.coms' operations in 2004.
Revenues
Revenues for the nine months ended September 30, 2004 decreased to $293,032 from
$377,477 for the same period in 2003. Our revenue, as of September 30, 2004, was
derived from $171,584 in sales by Winmax Media and $121,448 from sales by
theGemstore. WinmaxIS and Winmax Media sales continue to support theGemstore's
e-commerce and media needs.
Total Operating Expenses
Total operating expenses increased to $3,061,163 for the nine months ended
September 30, 2004 from $1,212,339 for the same period in 2003. This increase in
operational expenses is directly attributed to building the necessary
infrastructure to grow theGemstore and theGemstore.com in an orderly fashion.
This includes the cost of increasing and training staff, both senior and
part-time, and the additional rents being paid for theGemstore locations.
Net Operating Loss
Net operating loss was $2,793,262 for the nine months ended September 30, 2004
compared to a net operating loss of $834,862 for the same period in 2003. The
increase in operations and subsequent costs is responsible for the increase in
net loss from 2003.
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Material Changes in Financial Condition
Consolidated Balance Sheet
Current assets grew to $215,165 as of September 30, 2004, compared to $45,094 as
of December 31, 2003. The increase in our current assets is attributable to an
increase in cash and theGemstore's and theGemstore.com's inventory and prepaid
expenses.
Property and Equipment, Net
Property and equipment grew to $306,244 as of September 30, 2004 as compared to
$153,758 on December 31, 2003. The increase in property and equipment was a
result of expanding theGemstore RMU locations.
Liabilities
Our accounts payable and accrued expenses increased to $313,050 on September 30,
2004 compared to $121,030 for December 31, 2003. The increase in payables and
accrued expenses is related to the increase in operations.
Loan Payable to stockholders was $2,741,431 for September 30, 2004, an increase
from $625,902 on December 31, 2003. Winmax's operations are primarily being
funded by loans from our major shareholder and CEO. The increase in loan payable
to stock holder is related to the increase in operational costs.
Liquidity and Capital Resources as of September 30, 2004
Net cash provided by all activities (operational, investing and financing
cashflow) for the nine months ending September 30, 2004 was $18,980 compared to
$66,756 in all activities for the same period in 2003. Cash flow from operations
decreased to ($1,782,113) in the first nine months of 2004 from ($802,400) in
the first nine months of 2003.
We have experienced significant losses from our operations. For the nine months
ended September 30, 2004, we incurred a comprehensive net loss of $2,883,492 and
we have a accumulated deficit of $15,190,804. Our ability to continue operations
is contingent upon our ability to expand our Winmax Media and WinamxIS revenues,
increase sale from our retail divisions and to secure 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
and/or expand our operations may result in our not being able to continue
business.
Item 3. Controls and Procedures
Our management, with the participation of our principal executive and financial
officer, evaluated our disclosure controls and procedures as of the end of the
period covered by this quarterly report. Based upon this evaluation, the Chief
Executive Officer/Chief Financial Officer/Principal Accounting Officer concluded
that our disclosure controls and procedures are effective to ensure that
information required to be disclosed in the reports that we file, or submit
under with the Securities Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms.
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During the quarter covered by this report, there were no significant changes in
our internal controls over financial reporting that materially affected, or is
reasonably likely to materially affect, these controls.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Not applicable.
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.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1937, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: March 18, 2005
Winmax Trading Group, Inc.
By: /s/ Gerald Sklar
--------------------------------
Gerald E. Sklar, President,
Chief Executive Officer,
Chief Financial Officer And
Principal Officer
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