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**FORM 10-QSB
                                  Amendment #1

                       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 September 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)
             ------------------------------------------------------

             **Florida65-0702554**
   (State or other jurisdiction                           (I.R.S. Employer
 of incorporation or organization)                        Identification No.)

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

                                **888 - 533 - 4555**
                                ----------------
              (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  September 30, 2001.

         Common Stock, par value $.001            3,881,003
         -----------------------------            ---------
                  Title of Class               Number of Shares

Transitional Small Business Disclosure Format   yes____   no  X 

                                       1
**Winmax Trading Group, Inc.**

                                      Index

                                     Part I
                                     ------
                        Index

Item 1.                 Financial Statements

                        Balance Sheet as of September 30, 2001            F-1

                        Statements of Operations for the Three
                        and Nine Months Ended September 30,
                        2001 and 2000                                     F-2

                        Statements of Cash Flows for the Nine
                        Months Ended September 30, 2001 and 2000          F-3

                        Notes to Financial Statements               F-4 - F-5

Item 2.                 Management's discussion and analysis
                        or plan of operation                                3

                                     Part II
                                     -------

                        Other information                                   7

Signatures                                                                  8

                                       2

                           Winmax Trading Group, Inc.

                           Consolidated Balance Sheet
                               September 30, 2001
                                   (Unaudited)

                                     Assets

Current assets
  Cash                                                              $ 9,395
                                                                  -----------
    Total current assets                                              9,395
                                                                  -----------
Property and equipment, net                                             940
                                                                  -----------
                                                                   $ 10,335
                                                                  ===========
                Liabilities and Stockholders' (Deficit)

Current liabilities
  Accounts payable                                                 $ 52,712
  Due to shareholder                                                101,140
                                                                  ------------
    Total current liabilities                                       153,852
                                                                  ============
Stockholders' (deficit)
  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,
   3,881,003 shares issued and outstanding                            3,881
  Additional paid-in capital                                      2,859,644
  Accumulated (deficit)                                          (2,575,350)
  Common shares issued for deferred services                       (432,000)
  Other comprehensive income:
    Currency translation adjustment                                     308
                                                                  -----------
                                                                   (143,517)
                                                                  -----------
                                                                   $ 10,335
                                                                  ===========

      See the accompanying notes to the consolidated financial statements.

                                      F-1

                      Consolidated Statements of Operations
         Three Months and Nine Months Ended September 30, 2001 and 2000
                                   (Unaudited)

                                                           Three Months                     Nine Months
                                                   -------------------------------   -----------------------------
                                                   -------------------------------   -----------------------------
                                                        2001           2000              2001            2000

Revenue:
   Fees, commissions and interest                   $ 4,114          $ 10,854         $ 4,114        $ 36,067
                                                  -----------       -----------      -----------    -----------
Operating Costs and Expenses:
   Non cash stock compensation                      974,850                -        1,642,250              -
   General and administrative                        93,752           158,394         144,393         420,417
                                                  -----------       -----------      -----------    -----------
                                                  1,068,602           158,394       1,786,643         420,417
                                                  -----------       -----------      -----------    -----------
(Loss) from operations                           (1,064,488)         (147,540)     (1,782,529)       (384,350)

Other income (expense):
  Realized (loss) on marketable securities               -             (9,462)             -           (9,462)
                                                  -----------       -----------      -----------    -----------
Net (loss)                                     $ (1,064,488)       $ (157,002)    $(1,782,529)     $ (393,812)
                                                  ===========       ===========      ===========    ===========

Per Share Information - basic and fully diluted:

Weighted average common shares outstanding        3,796,000           376,000       2,379,889         376,000
                                                   ===========       ===========      ===========    ===========
(Loss) per share                                    $ (0.28)          $ (0.42)        $ (0.75)        $ (1.05)
                                                   ===========       ===========      ===========    ===========

      See the accompanying notes to the consolidated financial statements.

                                      F-2

                           Winmax Trading Group, Inc.
                      Consolidated Statements of Cash Flows
                  Nine Months Ended September 30, 2001 and 2000
                                   (Unaudited)

                                                                2001               2000
Cash flows from operating activities:
  Net cash (used in) operating activities                   $ (93,254)        $ (310,756)
                                                            -----------       ------------
Cash flows from investing activities:
  Net cash provided by (used in) investing activities            (232)            97,248
                                                            -----------       ------------
Cash flows from financing activities:
  Net cash provided by financing activities                   101,140            249,304
                                                            -----------       ------------
Increase in cash and cash equivalents                           7,654             35,796

Cash and cash equivalents, beginning of period                  1,741                  -
                                                            -----------       ------------
Cash and cash equivalents, end of period                      $ 9,395           $ 35,796
                                                            ===========       ============

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

      See the accompanying notes to the consolidated financial statements.

                                      F-3

                           WINMAX TRADING GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2001
                                   (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, 2000 and for the two years then ended, including notes
thereto included in the Company's Form 10-QSB.

**(2)      Organization**

The Company was incorporated under the laws of the State of Florida on September
26, 1996. The Company, as General Partner of an investment fund, Winmax Alpha
Fund Limited Partnership ("Alpha"), had been in the business of operating and
managing Alpha. The Company's operating revenue during the prior year consisted
almost solely of the incentive fees, commissions and interest derived from the
operation and management of this fund. 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 in accordance with the terms
of the Limited Partnership Agreement and returned the limited partners'
investments; the Company then had no significant business operations.

**(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 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 the periods presented, common stock
equivalents, if any, were not considered as their effect would be anti dilutive.

**(4)      Stockholders' (Deficit)

During March 2001 the Company declared a 25 for 1 reverse split of its common
stock. All share and per share amounts have been adjusted to give effect to this
split. During the quarter ended March 31, 2001 an officer of the Company
contributed $3,000 in unpaid salary to the capital of the Company.

                                      F-4

                           WINMAX TRADING GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2001
                                   (UNAUDITED)

During the period ended September 30, 2001 the Company issued 1,505,000 shares
of its common stock pursuant to Form S-8 registration statements and 2,000,000
unregistered shares of its common stock valued at $2,074,250. The shares were
issued for services rendered aggregating $1,642,250 and for future services
aggregating $432,000. 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.

**(5)      Other--Various lawsuits and claims

ELO Associates II, Ltd v. Winmax Trading Group, Inc. and Ralph Pistor (Circuit
Court of the Seventeenth Judicial Circuit in and for Broward County, Florida;
Case No. 01-04868 (14)). On October 9, 2001, a default judgment was issued on
the issue of our liability, with the issue of damages to be decided by a bench
trial. The Company was never served with a copy of the summons or complaint in
this matter and never otherwise received a copy of the Complaint; however, the
Company's best information is that the lawsuit makes claims for breach of a
lease agreement, including alleged damages of $222,324. The Company intends to
appeal the judgment for failure to affect service of process of the summons and
the Complaint upon the Company and to file appropriate defenses to the claims.
Although the Company intends to vigorously appear and otherwise defend this
matter, its outcome cannot be predicted. Should the Court order a judgment in
the full amount of the alleged damages and the Company exhausts all of its
appeals, such payment would have a materially adverse affect on the Company's
consolidated results of operations or financial position, unless such payment
was made by a member of the Company's management.

**(6)      Basis of Presentation

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 September 30, 2001 the Company incurred a net loss of $1,782,529. In
addition, the Company has a working capital deficit of $144,457, an accumulated
deficit of $2,575,350 and a stockholders' deficit of $143,517 at September 30,
2001.

The Company's ability to continue as a going concern is contingent upon its
ability to expand its operations 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

**(7)      Subsequent events

During the period from October 1, 2001 through November 19, 2001 the Company
Issued 4,000,000 shares of unregistered common stock in exchange for services
and other non cash consideration. These shares were valued at the approximate
fair market value of the common stock on the dates it was agreed that the
shares would be issued of $1,400,000, In addition, the Company issued
2,265,000 shares of common stock pursuant to Form S-8 Registration statements
for services and other non-cash consideration. These shares were valued at
the approximate fair market value of the common stock on the dates it was
agreed that the shares would be issued of $1,134,000.

                                      F-5

The following discussion and analysis provides information that the Company
believes is relevant to an assessment and understanding of its consolidated
results of operations and financial condition. This discussion and analysis
covers material changes in financial condition since December 31, 2000 and
material changes in the results of operations from the nine months ended
September 30, 2001. This discussion and analysis should be read in conjunction
with the Company's Form 10 - KSB for the year ended December 31, 2000, including
the Company's financial statements contained therein.

**Item 2. Management's Discussion and Analysis or Plan of Operations.****A. Overview of Operations.**

In June of 2001, we appointed new Board of Directors and Management Team and
adopted a new corporate strategy and business to engage in: (a) the web
development and Internet business; and (b) the production, processing and
Internet marketing of the precious and semi-precious gemstone and jewelry
industry, particularly the colored gemstone and jewelry industry. Our business
plan also contemplates conducting testing and exploration activities.

We remain dependent upon our ability to expand our web development and Internet
services and secure additional financing. We will attempt to generate revenues
from the sales of gemstones. Although we are pursuing financing for our
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.

**B. Results of Operations**

The Company's Directors, Gerald Sklar, Tony Miller, David Young and Elain
Probert, have decided that the Company's interests are best served by
changing the Company's business plan to:

(a) establishing a web development design, web casting, Internet solution and
    e-commerce business; and

(b) engage in mining operations.

As reported in the December 31, 2000 notes to the Company's Consolidated
Financial Statements, effective with the termination of Alpha, the Company has
had no significant business operations or revenue.

Cash Outlays for general and administrative expenses continued to decrease
during the third quarter. This decrease is attributable to the Company's failure
to conduct business operations. General and administrative expenses, however,
continued to be a major expense of the Company.

**C.Liquidity and Capital Resources**
The Company has no material commitments for capital expenditures at September
30, 2001.

The Company has no significant business operations. The Company will need
additional capital to continue its operations for the next twelve months. The
Company may have to seek financing through the sale of its shares, a debt
offering, or loans from its Officer or Directors, which are subject to the
following significant risks: (a) 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; (b) equity financing
may dilute the ownership interests of shareholders; (c) additional equity
securities may have rights and preferences or privileges that are senior to the
Company's Common Stock; (d) debt financing would require payment of principal
and interest that may pose an undue financial strain on the Company's
operations; and (e) debt financing may involve restrictive covenants that could
impose obligations on the Company's operating flexibility to continue its
business and operations.

                                       6
**Part II: Other Information****Item 1:  Legal Proceedings**
See Note 5 to Consolidated Financial Statements (unaudited) ending September 30,
2001 contained herein.

**Item 2:  Changes in Securities**
Not Applicable.

**Item 4:  Submission 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
                  None

         B.       Reports on Forms 8-K
                  None

                                       7
**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: June 14, 2002                      By:/s/ Gerald Sklar
                                                Gerald Sklar
                                                President
                                                (Principal Financial Officer)************
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