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                           FORM 10-QSB/Amendment No. 1
                to the 10QSB for the quarter ended June 30, 2001

                       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 June 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)

              Florida                                         65-0702554
(State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

  Suite 150 - 530 S. Federal Highway, Deerfield Beach, Florida 33441-4140
(Address of principal executive office)                           (Zip Code)

                                866 - 624 - 4466
              (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 June 30, 2001.

Common Stock, par value $.001                                     3,296,000
          Title of Class                                       Number of Shares

        Transitional Small Business Disclosure Format yes___ no_X__

                          Winmax Trading Group, Inc .

                                     Part I

                                                                          Page
                              Index

Item 1. Financial Statements
        Balance Sheet as of June 30, 2001                                      1

        Statements of Operations for the Three and
        Six Months Ended June 30, 2001 and 2000                                2

        Statements of Cash Flows for the Six Months
        Ended June 30, 2001 and 2000                                           3

        Notes to Financial Statements                                          4

Item 2. Management's discussion and analysis or
          plan of operation                                                    6

                                     Part II

            Other information                                                  9

         Signatures                                                           10

                           Winmax Trading Group, Inc.
                                  Balance Sheet
                                  June 30, 2001
                                   (Unaudited)

                                                                          Assets
  Current assets
  Cash                                                                        $0
                                                                 ===============

Liabilities and Stockholders' Equity

Current liabilities
  Accounts payable                                                      $ 21,900
  Due to shareholder                                                       2,471
                                                            --------------------
                                                                          24,371

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,
   3,296,000 shares issued and outstanding                                 3,296

   Additional paid-in capital                                          2,461,479
   Accumulated deficit                                                (1,510,863)
    Common shares issued for
     deferred services                                                  (978,283)
                                                       -------------------------
                                                                         (24,371)
                                                       -------------------------
                                                              $              -
                                                                 ===============

             See the accompanying notes to the financial statements.

                           Winmax Trading Group, Inc.
                            Statements of Operations
            Three Months and Six Months Ended June 30, 2001 and 2000
                                   (Unaudited)

                                                                  Three Months                       Six Months
                                                     -----------------------------------------------------------
                                                               2001        2000         2001             2000
                                                     -----------------------------------------------------------

Revenue:
   Fees, commissions and interest                        $    --        $ 25,213    $    --        $   25,213

Operating Costs and Expenses:
 General and administrative                                   25,257      85,311       58, 091        262,023
 Non Cash Stock Compensation                                 659,950         -         659,950              -
                                                       ------------- -----------  ------------    -----------

Net (loss)                                               $  (685,207)  $ (60,098)   $ (718,041)    $ (236,810)
                                                            ========    ========       =======       ========

Per Share Information - basic
 and fully diluted:

Weighted average common shares
  outstanding                                                724,335     370,433     1,072,667        368,000
                                                             =======     =======     =========        =======

(Loss) per share                                         $     (0.95)  $   (0.16)   $   (0.67)      $   (0.64)
                                                              ======    ========       =======      =========

             See the accompanying notes to the financial statements.

                           Winmax Trading Group, Inc.
                            Statements of Cash Flows
                     Six Months Ended June 30, 2001 and 2000
                                   (Unaudited)

                                                                        2001             2000
                                                                        ----             ----
Cash flows from operating activities:
  Net cash (used in) operating activities                            $  (41,009)         $ (242,452)

Cash flows from investing activities:
  Net cash provided by
    investing activities                                                  --                 82,392

Cash flows from financing activities:
  Net cash provided by financing activities                               39,268            250,060
                                                                  --------------   ----------------
Increase (decrease) in cash and cash equivalents                          (1,741)            90,000

Cash and cash equivalents, beginning of period                             1,741               --

                                                                 ---------------   ----------------
Cash and cash equivalents, end of period                             $     --              $ 90,000
                                                                        ========         ==========

Supplemental cash flow information:
   Cash paid for interest                                            $     --            $     --
   Cash paid for income taxes                                        $     --            $     --

             See the accompanying notes to the financial statements.

                           WINMAX TRADING GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 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 required by GAAP for complete financial statements. In
the opinion of management, 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 had been in the business of operating and managing an
investment fund, the Winmax Alpha Fund Limited Partnership (Alpha), for which it
was the general partner. The incentive fees, commissions and interest derived
from the operation and management of this fund accounted for substantially all
of the Company's operating revenue during the prior year.

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 according to the terms of the
Limited Partnership Agreement and returned the limited partners' investments.
Upon Alpha's termination, the Company had no significant business operations.

In June 2001, the Company appointed a new Board of Directors; the new Directors
then appointed a new management team with expertise in Internet web
development-design, Web casting, Internet Solutions and E-Commerce. In addition,
the new directors decided that the Company's interests would be best served by
engaging the Company in the precious and semiprecious gem industry, particularly
the colored gem industry, wherein the Directors' experience lies.

The Company's corporate strategy is to take precious and semiprecious gemstone
raw materials and/or minerals purchased from properties it intends to acquire
and/or third party miners, arrange for the finishing of the gemstone materials
and/or minerals, and thereafter market the precious and semiprecious gems as
well as jewelry through its Internet Division. While the Company pursues this
strategy, its Internet Division will be in a position to pursue clients in
Internet web development design, web casting, Internet solutions and E-Commerce.

(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 is calculated by dividing
net income (loss) by the weighted average number of common shares outstanding
for the period. Diluted earnings (loss) per share is 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 antidilutive.

(4)       Stockholders' Equity

On March 19, 2001, the Company affected a reverse stock split in a ratio of 1 to
25. All share and per share amounts have been adjusted to give effect to this
split, except that the post split common share still retains a par value of
$0.001.

During the quarter ended June 30, 2001, the Company's president contributed
$3,000 in unpaid salary to the Company's capital.

During the period ended June 30, 2001, the Company issued 2,930,000 shares of
its common stock valued at $1,669,033, as follows: (a) 920,000 shares of its
common stock issued under Form S-8 registration statements; and (b) 2,000,000
unregistered common shares issued pursuant to exemptions from Registration. The
shares were issued for services rendered, and for future services. The
unregistered shares were issued to settle a shareholder's compensation and
loans. The shares were valued at the fair market value of the common stock on
the dates it was agreed that the shares were to be issued. Amounts expensed
aggregated $659,950; amounts issued for future services aggregated $978,283 and
amounts for settlement of the shareholder's loan aggregated $30,800.

(5)       Other--Various lawsuits and claims

During the first quarter, 2001, an action was filed in the Circuit Court of the
17th Judicial Circuit in and for Broward County, Florida (Case No:
CA-CE-01-004868 (14) by Elo Associates II, Ltd., a Florida Corporation against
the Company and its prior President, Director and Majority Shareholder seeking
damages in the amount of $223,324 for breach of it's lease agreement for office
space. We cannot determine at this time whether any liability or damages will be
imposed against the Company. The Company has no insurance coverage for any
damages that may be awarded against the Company. Should any damage awards be
rendered against the Company, they may have a material adverse affect on the
Company's operations and financial condition.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act"), the Company is hereby
providing cautionary statements identifying important factors that could cause
the Company's actual results to differ materially from those projected in
forward-looking statements (as such term is defined in the Reform Act) made by
or on behalf of the Company herein or orally, whether in presentations, in
response to questions or otherwise. Any statements that express, or involve
discussions as to expectations, beliefs, plans, objectives, assumptions or
future events or performance (often, but not always, through the use of words or
phrases such as "will result", "are expected to", "will continue", "is
anticipated", "estimated", "projection" and "outlook") are not historical facts
and may be forward-looking and, accordingly, such statements involve estimates,
assumptions, and uncertainties which could cause actual results to differ
materially from those expressed in the forward-looking statements. Such
uncertainties include, among other, the following: (i) the Company's ability to
obtain additional financing to implement its business strategy; (ii) imposition
of new regulatory requirements affecting the Company; (vii) a downturn in
general economic conditions; (iii) the delay or failure to properly manage
growth and successfully integrate acquired companies and operations; (iv) lack
of diversification; (v) effect of uninsured loss and (vi) other factors which
are described in further detail in the Company's filings with the Securities and
Exchange Commission.

The Company cautions that actual results or outcomes could differ materially
from those expressed in any forward-looking statements made by or on behalf of
the Company. Any forward-looking statement speaks only as of the date on which
such statement is made, and the Company undertakes no obligation to update any
forward-looking statement or statements to reflect events or circumstances after
the date on which such statement is made or to reflect the occurrence of
unanticipated events. New factors emerge from time to time, and it is not
possible for management to predict all of such factors. Further, management
cannot assess the impact of each such factor on the business or the extent to
which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements.

ITEM 2
Management's Discussion and Analysis or Plan of Operations.

The following discussion and analysis covers material changes in financial
condition since December 31, 2000 and material changes in the results of
operations for the six months ended June 30, 2001. This discussion and analysis
should be read in conjunction with "Management's Discussion and Analysis or Plan
of Operation" included in the Company's Form 10-KSB for the year ended December
31, 2000.

Results of Operations

As reflected in the Company's 10KSB for the period ended December 31, 2000, the
Company's financial position and operating results raise substantial doubt about
its ability to continue as a going concern. As reported in the December 31, 2000
notes to the Consolidated Financial Statements: effective with the termination
of ALPHA, the company had no significant business operations or any revenue.
Accordingly, any comparison between the results of operations for the periods
ended June 30, 2001 with the results of operations for the year ended December
31, 2000 or the periods ended June 30, 2000 would not be meaningful.

Total operating expenses increased from shares issued to an officer in the
amount of $569,200 through the issuance of our common stock and shares issued
for the amount of $90,750 which was expensed for legal services.

To introduce the Company's new business focus, the Company entered into
agreements with employees and consultants to develop an internet website and
create an interactive CD rom. The Company paid for these services by issuing
shares of its common stock.

Direction and Focus of Operations and Management Changes

On June 12, 2001 Mr. Gerald Sklar was appointed to the Company's Board of
Director's. Mr. Ralph Pistor resigned his position as President, Chief Executive
Officer and Director. Mr. Gerald Sklar agreed to act as interim President, Chief
Executive Officer, and Director until the next Annual General Meeting.

The Company's new directors are presently investigating the feasibility of
changing the Company's direction through acquisitions of various enterprises.

Liquidity and Capital Resources

The Company has no material commitments for capital expenditures at June 30,
2001.

The Company's Form 10QSB for the quarter ended March 31, 2001, stated that the
Company has financed its operations principally through equity investments and
revenues derived from its management of Alpha. Effective with the termination of
Alpha, the Company had no significant business operations. The Company will need
additional capital to continue its operations for the next twelve months and may
raise funds through the sale of equity shares or debt financing or loans from
Directors and Officers. 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. Any additional equity financing
may be dilutive to shareholders and these additional equity securities may have
rights, preferences or privileges that are senior to those of the Company's
Common Stock. Furthermore, debt financing, if available, will require payment of
interest and may involve restrictive covenants that could impose limitations on
the operating flexibility of the Company. The failure of the Company to obtain
additional funding may jeopardize the Company's ability to continue its business
and operations.

Part II: Other Information

Item 1: Legal Proceedings

During the first quarter, 2001, an action was filed in the Circuit Court of the
17th Judicial Circuit in and for Broward County, Florida (Case No:
CA-CE-01-004868 (14) by Elo Associates II, Ltd., a Florida Corporation against
the Company and it's prior President, Director and Majority Shareholder seeking
damages in the amount of $223,324 for breach of its lease agreement for office
space. We cannot determine at this time whether any liability or damages will be
imposed against the Company. The Company has no insurance coverage for any
damages that may be awarded against the Company. Should any damage awards be
rendered against the Company, they may have a material adverse affect on the
Company's operations and financial condition.

Item 2:  Changes in Securities

On March 19, 2001 the Company affected a reverse stock split in a ratio of 1:25.
The rights accruing to the holders of the securities have not changed except
that the post split common share still retains a par value of $0.001. All share
and per share amounts have been adjusted to give effect to this split.

Sales of Unregistered  Securities
On April 2, 2001, the Company issued 2,000,000 shares of our common stock to our
former President and Director for services rendered to the Company. The Company
relied upon Section 4(2) of the Securities Act of 1933, as amended for the
issuance of these shares. The Company believed that Section 4(2) was available
because the issuance did not involve a public offering.

Item 3.  Defaults Upon Senior Securities
              None

Item 4:  Submission of Matters to a Vote of Security Holders
              None

Item 5:  Other information
              None

Item 6:  Exhibits and Reports on Form 8-K
                  A.       Exhibits
                             None
                  B.       Reports on Form 8-K

We hereby incorporate our Form 8K which was field with the Securities and
Exchange Commission on May 4, 2001.

                                   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: April 15, 2002                         By:/s/ Gerald Sklar
                                                    President
                                                   (Principal Financial Officer)
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