UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 17, 2006.
WINMAX TRADING GROUP, INC.
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(Exact name of registrant as specified in its chapter)
FLORIDA 0-29751 65-0702554
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(State or other jurisdiction (Commission (IRS Employer of
incorporation) File Number) Identification No.)
48 Wall Street, 11th Floor
New York, New York 10005
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(Address of principal executive office)
Registrant's telephone number, including area code 877-693-3130
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
Winmax Trading Group, Inc. is referred to herein as the "Company," the
"Registrant," "us," or "we."
On January 17, 2006, we amended our Articles of Incorporation to set forth the
preferences, limitations, rights and terms of our Series A Redeemable
Convertible Preferred Stock ("Series A Preferred").
The Articles of Amendment to our Articles of Incorporation set forth the
following preferences, limitations, rights, and terms:
Preferences
The Series A Preferred will have priority over all of our other stock previously
issued as to rights of payment and distribution, including priority as to
dividend or upon liquidation.
Dividends
Series A Preferred stockholders will be entitled to receive annually on the date
of conversion on January 7th of each year (beginning in the year 2007) until
such Series A Preferred is either converted or redeemed, dividends at the rate
of 6% per annum of $70,000.00. All dividends declared upon the Series A
Preferred will be declared pro rata per share. At our option, a dividend may be
paid in cash or restricted shares of our common stock. If dividends are paid in
our common stock, its value will be determined based on the 20-day
volume-weighted average of the bid price of our common stock.
Redemption
The Series A Preferred will be redeemed at our option for the purchase price of
$70,000 of each Unit plus any accrued and unpaid dividends, upon 30 days prior
written notice at any time six months after the Securities and Exchange
Commission declares effective the Registration Statement regarding the Series A
Preferred and the common stock underlying such Preferred Shares. We may only
effect such redemption if from the date of the Notice of Redemption through the
Redemption Date: (i) we have duly honored all conversions and redemptions, if
any, scheduled to occur or occurring prior to the Redemption Date, and (ii) the
registration statement is currently effective for the resale by the Holder of
the common shares registered and not subject to any stop order suspending its
effectiveness.
Voting
Each issued and outstanding share of the Series A Preferred will be entitled to
vote the number of shares each could vote if the shares were fully converted at
each stockholders meeting regarding any and all matters presented to our
stockholders for their action or consideration (subject to adjustment whenever
there shall occur a stock split, stock dividend, combination, recapitalization,
reclassification or other similar event involving a change in the Series A
Preferred). Except as provided by law or by the provisions establishing any
other series of preferred stock, Series A Preferred Stockholders and holders of
any other outstanding preferred stock, shall vote together with the Common Stock
holders as a single class. We will not amend, alter or repeal the preferences,
special rights or other powers of the Series A Preferred so as to adversely
affect that class of stock, without the written consent or affirmative vote of
the holders of at least a majority of the then outstanding aggregate number of
shares of such affected Series A Preferred Stock.
Conversion
The number of shares of Common Stock a holder of Series A Preferred will be
entitled to receive upon conversion will be determined by multiplying the
Conversion Rate (as defined in the Certificate of Amendment) by the number of
shares of Series A Preferred being converted at any time.
Mandatory Conversion
We may, at any time after January 1, 2006, require that any or all outstanding
Series A Preferred be converted into Common Stock if the Common Stock into which
the Series A Preferred is convertible is registered pursuant to an effective
registration statement under the Securities Act of 1933, as amended, by delivery
to the Series A Preferred Stockholders, for each share of Series A Preferred
converted, the number of shares of Common Stock determined by multiplying the
Conversion Price by the number of Series A Preferred shares held. In order to
exercise a mandatory conversion, we must provide all Series A Preferred
Stockholders notice of the conversion at least 30 days prior to the Conversion
Date, such notice to include the number of shares to be converted and
instructions for surrender of the certificate or certificates representing the
Series A Preferred Stock.
Item 3.03 Material Modification to Rights of Security Holders
The information set forth under Item 5.03 is hereby incorporated by reference
into this Item 3.03.
Item 9.01 Financial Statements and Exhibits
Exhibit number Description
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3(i).4 Articles of Amendment to Articles of Incorporation of Winmax
Trading Group, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
January 23, 2006
WINMAX TRADING GROUP, INC.
(Registrant)
/s/ Gerald Sklar
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Gerald Sklar
President and Chief Executive Officer