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 March 31, 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 organization              I.R.S. Employer Identification No.

                          5920 MacLeod Trail, Suite 800
                         Calgary, Alberta Canada T2H 0K2
                         -------------------------------
                    (Address 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 January 10, 2005, we had
               22,641,162 shares of our common stock outstanding.

    Transitional Small Business Disclosure Format (Check one): Yes |_|  No |X|

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

                        Winmax Trading Group, Inc. and Subsidiaries
                               Consolidated Balance Sheet
                                    March 31, 2004

Assets

Current assets

Cash                                                               $     28,516
Inventory                                                               106,045
Prepaid expenses and other assets                                         7,553
                                                                   ------------
Total current assets                                                    142,114
                                                                   ------------

Property and equipment, net                                             197,318
                                                                   ------------
Total Assets                                                       $    339,432
                                                                   ============

Liabilities and Stockholders' Deficiency

Current liabilities
Accounts payable & accrued expenses                                $    157,340

Loan Payable - stockholder                                            1,158,086
                                                                   ------------
Total Liabilities                                                     1,315,426
                                                                   ------------
Stockholders' Deficiency
Common stock, no par value; 750,000,000 shares
Issued and outstanding 16,156,736 shares                           $     16,156
Additional paid-in capital                                           11,932,195
Accumulated other comprehensive income                                  (45,170)
Accumulated deficit                                                 (12,879,175)
                                                                   ------------
Stockholders' deficiency                                               (975,994)
                                                                   ------------
Total Liabilities & Stockholders' Deficiency                       $    339,432
                                                                   ============
      See the accompanying notes to the consolidated financial statements.


                                      F-1
<PAGE>

                    Winmax Trading Group, Inc. and Subsidiaries
                       Consolidated Statements of Operations
                     Three Months Ended March 31, 2004 and 2003


                                                       2004            2003
                                                   ------------    ------------
Revenue:
   Sales                                           $     36,794    $     38,650
Cost of sales                                             4,251           8,000
                                                   ------------    ------------
Gross Profit                                             32,543          30,650
                                                   ------------    ------------
Operating Costs and Expenses:
Non cash stock compensation                                  --          10,000
General and administrative                              514,176          89,846
                                                   ------------    ------------
Total operating expenses                                514,176          99,846
                                                   ------------    ------------

Net loss                                               (481,633)        (69,196)

Other comprehensive income (loss) :
Foreign currency translation adjustment                  53,719          (5,634)
                                                   ------------    ------------
Comprehensive loss                                 $   (427,914)   $    (74,830)
                                                   ============    ============
Weighted-average number of common shares
outstanding - basic and diluted                      16,156,736      10,358,090
                                                   ============    ============
Net loss per common share -basic & diluted         $       (.03)   $       (.01)
                                                   ============    ============

      See the accompanying notes to the consolidated financial statements.


                                      F-2
<PAGE>

                   Winmax Trading Group, Inc. and Subsidiaries
                                  Consolidated Statements of Cash Flows
                        Three Months Ended March 31, 2004 and 2003

                                                            2004         2003
                                                          ---------    ---------
Cash flows from operating activities:
   Net cash provided by operating activities              $(442,466)   $   6,700
                                                          ---------    ---------
Cash flows from investing activities:
   Net cash (used in) investing activities                  (66,023)          --
                                                          ---------    ---------
Cash flows from financing activities:
   Net cash provided by financing activities                532,185           --
                                                          ---------    ---------

Net increase in cash and cash equivalents                    23,696        6,700

Cash at beginning of period                                   4,820           43
                                                          ---------    ---------
Cash at end of period                                     $  28,516    $   6,743
                                                          =========    =========


      See the accompanying notes to the consolidated financial statements.


                                      F-3
<PAGE>

                           WINMAX TRADING GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 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 March 31, 2004 a  stockholder  of the Company  provided
working capital aggregating  approximately $532,000 by direct payment of certain
obligations  of the  Company.  These  payments  are  recorded as Loan  Payable -
Stockholder.

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 March 31, 2004
and notes thereto.  This  quarterly  report on Form 10-QSB for the period ending
March 31, 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.


                                       1
<PAGE>

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.

Overview of Operations

This discussion  relates to Winmax Trading Group, Inc. and its divisions "Winmax
Media, WinmaxIS, theGemstore and thegemstore.com". The Management Discussion and
Analysis (MD&A) should be read in conjunction with our financial  statements and
with our 2003 10K-SB filed November 3, 2004.

For the three month period ended March 31, 2004, Winmax's  management  continued
their  efforts to expand  Winmax  Media's,  WinmaxIS's  and  theGemstore  Inc.'s
operations.  We have been  successful  in  utilizing  the talents in each of our
divisions to build the technical  infrastructure  needed to support our intended
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.

TheGemstore  and  thegemstore.com  continue to expand our platform for marketing
gemstone, gemstone jewelry and accessories. For the quarter ended March 31, 2004
we opened 3 retail  merchant units  (RMU's).  We opened one in Canada and two in
the United  States.  Entry into these  markets is part of  management's  overall
expansion  strategy.  As of March 31, 2004 we had six RMU's in operations  which
accounted for 100 percent of our first quarter revenue.

Subsequent Events

Post  quarter  ended March 31, 2004 Winmax  Trading  Group,  Inc  continued  its
expansion strategy.  theGemstore now has operations in both the United Sates and
Canada. To date theGemstore operates 8 RMU's.

Risks and Uncertainties

For the three  months  ending  March 31, 2004 we incurred a net loss of $481,633
compared  to a net loss of  $69,196  for the same  period in 2003.  We expect to
continue  to  generate  losses  until our  revenues  increase.  Our  revenue and
operating expenses for the quarter ended March 31, 2004 was $36,794 and $514,176
respectively,  compared to revenue of $38,650 and operating  expenses of $99,846
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 March 31, 2004, we had $28,516 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.


                                       2
<PAGE>

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 be forced to discontinue our operations.

Material  Changes in Results of  Operations  - Three months ended March 31, 2004
compared with March 31, 2003

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 Inc operation in
2004.

Revenues
Revenues for the 3 months ended March 31, 2004 decreased to $36,784 from $38,650
for the same period in 2003. Our revenue, as of March 31, 2004, was derived from
100% of sales by  theGemstore  compared  with 100% of our revenue  being derived
from  WinmaxIS and Winmax Media in 2003.  WinmaxIS and Winmax Media  continue to
support  theGemstore's  e-commerce  and media needs,  developing  and  designing
material for theGemstore's marketing campaigns.

Cost of Sales
Cost of sales  decreased  to $4,251 for the  quarter  ended  March 31, 2004 from
$8,000  for the same  period  in 2003.  This  decrease  in cost of good sold was
derived  from the change in our revenue  source.  The  increase in gross  profit
margin  to  88%  in  2004   emphasizes   the  potential  for   theGemstore   and
thegemstore.com.

General and Administrative Expenses
Total operating  expenses  increased to $514,176 for the quarter ended March 31,
2004 from  $99,846  for the  quarter  ended  March 31,  2003.  This  increase in
operational  expenses is directly  attributed to building the  infrastructure to
grow theGemstore and thegemstore.com.

Net Loss
Net loss was $481,633  for March 31, 2004  compared to a net loss of $69,196 for
the same quarter in 2003.  The increase in operations  and  operational  cost is
responsible for the increase in net loss from 2003.

Material Changes in Financial Condition

Consolidated Balance Sheet

Current assets grew to $142,114 as of March 31, 2004,  compared to $84,619 as of
March 31,  2003.  The  increase  in our  current  assets is  attributable  to an
increase in cash and inventory.

Property and Equipment, Net

Property  and  equipment  grew to  $197,318  as of March 31, 2004 as compared to
$84,619 as of March 31,  2003.  The  increase in property  and  equipment  was a
result of the addition of six Retail  Merchant  Units since the first quarter of
2003.


                                       3
<PAGE>

Liabilities

Our current liabilities decreased to $157,340 as of March 31, 2004 from $693,455
in  our  first  quarter  2003.  The  decrease  in  currently   liabilities   was
attributable to: 1.  Classification of our stockholder loan from current to loan
payable and 2. a general decrease in Accounts payable and accrued expenses.

Our total  liabilities  increased to $1,315,426 for the quarter ending March 31,
2004.

Liquidity and Capital Resources as of March 31, 2004

Net cash  provided  by all  activities  (operational,  investing  and  financing
cashflow)  for the three  months  ended March 31,  2004 was $23,696  compared to
$6,700 in all activities for the same period in 2003.  Cash flow from operations
decreased to  ($442,466)  in the first  quarter of 2004 from $6,700 in the first
quarter of 2003.

We have experienced significant losses from our operations. For the three months
ended March 31, 2004, we incurred a comprehensive  net loss of ($427,914) and we
have an accumulated  deficit of $12,879,175.  Our ability to continue operations
is contingent upon our ability to expand our Winmax Media and WinamxIS revenues,
increase sale from our RMU's division 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.

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.


                                       4
<PAGE>

                           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.


                                       5
<PAGE>

                                   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: January 21, 2005

Winmax Trading Group, Inc.

                                       By: /s/ Gerald Sklar
                                       -----------------------------------------
                                       Gerald E. Sklar,
                                       President, Chief Executive Officer,
                                       Chief Financial Officer And Principal
                                       Officer


                                       6