UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                   [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                      For the year ended December 31, 2003

                         Commission file number: 0-29751

                           WINMAX TRADING GROUP, INC.
                           --------------------------
        (Exact name of small business issuer as specified in its charter)

                     FLORIDA                           65-0702554
                     -------                           ----------
          State or other jurisdiction of            I.R.S. Employer
          Incorporation or organization            Identification No.

             5920 Macleod Trail, Suite 800, Calgary, Alberta T2H 0K2
             -------------------------------------------------------
                     (Address of principal executive office)

                                 (877) 693-3130
                                 --------------
                 (Issuer's telephone number including area code)

      Securities registered pursuant to Section 12(g) of the Exchange Act:

        Title of each class           Name of each exchange on which registered
   Common Stock $0.001 par value                    Pink sheets LLC



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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

Indicate by check mark if disclosure of delinquent  filers  pursuant to ITEM 405
of Regulation S-K (sec:  229.405 of this chapter) is not contained  herein,  and
will not be  contained,  to the best of  registrant's  knowledge,  in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ] Yes [X] No

State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates  of the  registrant.  The  aggregate  market  value  shall be
computed by reference to the price at which the common  equity was sold,  or the
average bid and asked  prices of such  common  equity,  as of a  specified  date
within 60 days prior to the date of filing. (See definition of affiliate in RULE
405, 17 CFR 230.405.) The  aggregate  market value of the voting and  non-voting
common  equity held by  non-affiliates  as of October 26, 2004 is  approximately
$8,325,179.

Our revenues for the year ended December 31, 2003 are $582,377

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest  practicable date. As of the date of this filing,
we had 18,706,736 shares of our common stock outstanding.

Documents incomplete by reference: NONE

Transitional Small Business Disclosure Format (check one):  Yes [ ]   No [X]



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                                TABLE OF CONTENTS
                          ANNUAL REPORT ON FORM 10-KSB

                          YEAR ENDED DECEMBER 31, 2003


PART I

Item 1     Description of Business.............................................4
Item 2     Description of Property............................................12
Item 3     Legal Proceedings..................................................13
Item 4     Submission of Matters to a Vote of Security Holders................13

PART II

Item 5     Market for Common Equities and Related Stockholder Matters.........13
Item 6     Management's Discussion and Analysis or Plan of Operation..........17
Item 7     Financial Statements...............................................19
Item 8     Changes in and Disagreements with Accountants on Accounting and
           Financial Disclosure...............................................20
Item 8A    Controls and Procedures
Item 8B    Other Information

PART III

Item 9     Directors and Executive Officers of the Registrant.................20
Item 10    Executive Compensation.............................................22
Item 11    Security Ownership of Certain Beneficial Owners and Management.....23
Item 12    Certain Relationships and Related Transactions.....................25
Item 13    Exhibit, Lists, and Reports on Form 8-K............................25
Item 14    Principal Accountant Fees and Services.............................26



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                                     PART I

FORWARD-LOOKING STATEMENTS

The  following  discussion  and  analysis  of our  operations  should be read in
conjunction with our financial statement for the period ending December 31, 2003
and notes  thereto.  This  annual  report on Form  10-KSB for the period  ending
December 31, 2003 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" or "us." 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  intend 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 still 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-KSB 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.


ITEM 1. DESCRIPTION OF BUSINESS

During March 2002,  we affected a one (1) for twenty (20)  reverse  stock split.
All share and per share, amounts below have been adjusted to give effect to this
stock split.

BUSINESS DEVELOPMENT
We were  incorporated in the state of Florida on September 26, 1996 to engage in
commodities  futures  trading.  From  approximately  November 1996 until October
2000, we managed a commodities  futures  investment  fund, the Winmax Alpha Fund
Limited  Partnership,  of which we were the general  partner.  From October 2000
until May 2001, we had no  significant  operations or business  plan. In June of
2001,  our sole officer and director,  Ralph Pistor,  sold 100,000 shares of our
common stock held by him, which  represented a majority of our then  outstanding
common stock,  to Gerald Sklar.  In connection  with the purchase of the 100,000
shares of our common stock by Gerald Sklar, the following occurred:
- Ralph Pistor resigned as our sole officer and director;
- Gerald Sklar became our President and Director;
- We appointed our current management to fill existing vacancies on our Board of
  Directors; and
- We adopted a new corporate strategy, which is described below.


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OUR CORPORATE STRATEGY

Since June of 2001,  our  corporate  strategy  has been to: (a)  establish a web
development,  design, web casting,  Internet solutions and e-commerce  business;
(b)  acquire  gemstone  raw  materials  and/or  minerals  and to arrange for the
finishing and marketing of the gemstone  material and finished  jewelry  through
our Internet website at  www.thegemstore.com,  and (c) advance money to prospect
and possibly produce gemstone material.

In 2001, we acquired an inventory of gemstones and pieces of finished jewelry.

A majority of our  revenues  for the year ended  December 31, 2002 and 2003 were
generated from our web design, web casting,  Internet, and other web development
services.

In 2003,  management  decided  to  abandon  any  interests  in or  financing  of
prospecting  possible  gemstone  material.   We  added  the  opening  of  Retail
Merchandising Units (RMU's) to our corporate strategy of finishing and marketing
gemstone  material and finished  jewelry  through our Internet  website.  During
2003,  management  recognized the need to grow sales in our gemstones  marketing
division by opening three RMU's as a test market.



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<PAGE>

OUR PRINCIPLE PRODUCTS/SERVICES/DISTRIBUTION METHODS AND MARKETS

WEB DEVELOPMENT AND INTERNET SERVICES
Our Web Development,  Multimedia and Internet services are accomplished  through
our in-house  employees  or through  outside  consultants  whom we hire on an as
needed basis.  During the year ended  December  2002,  approximately  75% of our
revenues  were  generated  from  work  brought  to the  Company  by one  outside
consultant  who is the son of our  President.  For the year ending  December 31,
2003,  approximately 8% of our revenue was from our RMU's and  approximately 92%
was  derived  from  our  sales  in  web  development,  multimedia  and  Internet
Solutions.

OUR WEB DEVELOPMENT, MULTIMEDIA AND INTERNET SERVICES INCLUDE:

WINMAX MEDIA
Winmax Media,  our web development  subsidiary,  focuses on building  multimedia
products that are both elegant and intelligent while meeting customer's needs by
delivering clear branding messages. Winmax Media's web casting unit, Bnettv.com,
is a full service video  production  and video  streaming  company that produces
both  client-commissioned  and in-house  video and  multimedia.  Winmax  Media's
Services include: web and graphic design, programming (coldfusion, actionscript,
javascript,  php, vb, sql, html,  xml,  shell script,  and various other dynamic
computer  languages),  production and editing of corporate video,  production of
commercials for the internet, live video streaming, CD production, and corporate
brochures.  We have also developed and provide a series of re-usable  objects in
Java to provide  functionality  to small and medium-sized  corporate  Intranets.
These services include scheduling,  contact,  project, time sheet, billing, file
sharing, and administrative modules.

WINMAX INTERNET SOLUTIONS (WINMAXIS)
WinmaxIS is the IT subsidiary of Winmax Trading  Group,  Inc.  WinmaxIS  manages
data center  operations  including:  Internet web hosting of in-house and client
domains,  monitoring security and technical operations to ensure maximum uptime,
custom application  development using cold fusion to integrate  database's (such
as SQL) for  dynamic  web  content,  provision  of virtual  servers  for offsite
security,  and provision of networking and application  support to both internal
and external  clients.  In addition,  we provide  business-to-business  extranet
services.  Extranet  is a closed  system  that runs over the  Internet  that has
password protection to prevent data/information from being viewed by the general
public.  WinmaxIS  allows our  customers  to  off-load  technical  services  and
maintain world wide access to their proprietary information so they can focus on
their core  business.  WinmaxIS  developed  and  maintains  all  accounting  and
inventory  programs for each of the Winmax Trading Group, Inc.  subsidiaries and
divisions.

THEGEMSTORE AND THEGEMSTORE.COM
We plan to engage in the Internet marketing and retailing of gemstones,  jewelry
and accessories through TheGemstore subsidiary. During 2003 we established three
(3) RMU's, on a test basis, for the sale of gemstones,  jewelry and accessories.
Plans are in place to open  approximately ten (10) more RMU's during 2004. As of
October 2004 we had a total of 11 RMUs.

Our gemstone business has, up to December 31, 2003, has been limited to:

i. the development of our website located at  www.thegemstore.com  through which
we sell our finished jewelry products; along with 3(three) retail outlets;

ii. the acquisition of certain gemstone property  interests which have failed to
generate  economic benefit for us.  Therefore in 2003 management  abandoned this
part of our corporate strategy; and

iii. the  acquisition  of Global  Gemstone and Jewelry  Inc.,  through  which we
obtained  some  gemstone  inventory.  Global  Gemstone & Jewelry  Inc.  ("Global
Gemstone"),  our wholly owned  subsidiary,  creates our  custom-made  jewelry in


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<PAGE>

Changmi,  Thailand.  The finished  product is made  available  on the  Company's
Internet website, through private parties and through our RMU's.

ACQUISITION OF PROPERTY INTERESTS

Since June 2001, we have attempted:

a) to acquire  interests in  properties  which we believed had the  potential to
supply us with gemstone  materials and/or minerals for the purpose of completing
finished jewelry pieces and later reselling the pieces.

b) to conduct  testing  and  exploration  on these  properties  to  qualify  and
quantify  the  potential  of the  deposit  as its  related to  gemstones  and/or
minerals when and if we had the financial  resources to do so. If we had located
viable  deposits of gemstones we planned to seek  financial  resources to create
and implement  marketing plans so that any gemstones  and/or  minerals  obtained
from these  properties could be marketed either through Internet sales or direct
bulk sales to larger purchasers.  If we were unable to obtain gemstone materials
and/or  minerals  from  viable  deposits in the  properties  in which we have an
interest,  or if we do not have  adequate  financial  resources to develop these
properties, we planned to obtain our inventory from third parties.

c) In November of 2001, we acquired an interest from Stone and Woods Corporation
s.a.r.l. ("Stone and Woods"), a Malagasy company that has a number of properties
in the Democratic Republic of Madagascar.  According to our agreement with Stone
and Woods, we would bear financial  responsibility for an exploration program of
certain  properties,  and Stone and Woods would bear sole responsibility for the
various  governmental  lease and license costs. We do not have current financial
resources  available  to begin  or  complete  an  exploration  program  for this
property and we do not have access to identifiable  future  financial  resources
for this purpose.  This agreement pertained to 17 perimeters (a perimeter is 2.5
kilometers x 2.5  kilometers)  in the  Democratic  Republic of  Madagascar.  The
agreement  further  provides that from our proposed  investment we would receive
75% of the gemstone and/or mineral material  extracted from the these properties
in either the testing, pre-exploration,  exploration or production stages, while
Stone and Woods would receive the remaining  25%. This  agreement is believed to
be null and void.

In  November  2001,  we  entered  into a second  agreement  with Stone and Woods
regarding certain other Malagasy  perimeters whereby Stone and Woods assigned us
its interest in a certain agreement it had with Adam Mining Company. Adam Mining
Company, a Malagasy mining corporation,  was to bear sole responsibility for all
site costs  while we would be  responsible  for all  administrative  details and
payments. Adam Mining Company has elected not to participate in this venture and
accordingly we have allowed this Agreement to lapse.

In furtherance of our new business strategy,  in July of 2001 we purchased a 25%
interest from Thomas Meeks in a Kimberlite  diamond formation project located in
Saskatchewan,  Canada for possible exploration  activities.  We paid $20,000 for
this interest.  In 2003 management elected not proceed with this venture because
our management determined it was not economically feasible for us to do so. This
agreement has lapsed.

To date, we have not conducted any testing or exploration activities.  There was
no assurance  that we would be successful in developing any of the properties in
which we have an interest. In the 1st half of 2003 we abandoned this strategy.

OUR CUSTOMERS

We have a wide range of customers, including emerging growth companies and other
companies.


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<PAGE>

For the year ended  December 31, 2003  approximately  51% of our sales were from
one client, Immtech International, Inc., through our web and media division.

WEB DEVELOPMENT AND INTERNET SERVICES
For the year ended  December 31, 2003  approximately  8% of our revenue was from
our RMU's and approximately 92% was derived from web development, multimedia and
Internet Solutions sales.

GEMSTONE BUSINESS
While we intend to market  gemstones  to a wide array of  consumers  through our
website,  we do not  expect to become  dependent  upon  either a single or a few
major  customers  for  this  aspect  of  our  business.  However,  there  are no
assurances that we will not become dependent as such in the future.  At present,
we have retail customers for this segment of our business.

OUR BILLING PRACTICES

WEB DEVELOPMENT, INTERNET SERVICES AND RETAILING
We typically require payment in advance of rendering our website development and
Internet services. In some case we receive payment on completion.

GEMSTONE BUSINESS
Internet  sales will be paid for in advance by credit  card or any other form of
pre-payment.  All other sales will be paid for in advance. Retail sales are paid
by cash, Debit card, or credit card.

GEOGRAPHIC MARKETS

WEB DEVELOPMENT AND INTERNET SERVICES
Our web  development  and  Internet  services  are  offered in Asia,  Europe and
throughout North America, including the United States, and Canada.

GEMSTONE BUSINESS
These services will be offered throughout the world by Internet,  through direct
contact with buyers and through retail outlets.

COMPETITIVE BUSINESS CONDITIONS

The  web  development,  media,  Internet  services  and  gemstone  business  are
increasingly  competitive with hundreds of competitors on the Internet alone. In
addition,  barriers to market entry are relatively low and new  competitors  can
establish  new sites at  comparatively  low cost and  choose  from a variety  of
market-ready software. As a result, we expect competition to become increasingly
intensified in the future.  Competition is rapidly evolving and very competitive
and there are no assurances  that we can keep pace with the intense  competition
in this market.  Some of our competitors  have  substantially  longer  operating
histories,  greater  name  recognition,   larger  customer  bases,  and  greater
financial and technical resources than us. Accordingly, these companies are able
to conduct  extensive  marketing  campaigns  that we are  financially  unable to
accomplish.  In addition,  these companies may offer more attractive pricing and
payment  terms.  There  are no  assurances  we  will be  able  to  overcome  the
competitive advantages of our competitors.

SUPPLIERS

WEB DEVELOPMENT AND INTERNET SERVICES
We supply our own services in-house and/or through contract consultants.


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GEMSTONE BUSINESS
We acquire gemstone raw materials,  minerals, jewelry and accessories from third
parties.

SOURCES AND AVAILABILITY OF RAW MATERIALS

WEB DEVELOPMENT INTERNET SERVICES
We do not use raw materials in this aspect of our business.

GEMSTONE BUSINESS
We use raw materials  purchased  from a variety of different  suppliers  located
worldwide,  but usually from  suppliers  located in Africa,  Southeast  Asia and
Eastern Europe. We do not anticipate any shortage of raw materials.

PATENTS, TRADEMARKS AND LICENSES

We  have no  patents,  trademarks  or  licenses  regarding  any  aspects  of our
business.

REGULATORY MATTERS

WEB DEVELOPMENT AND INTERNET SERVICES
We are not aware of any  governmental  regulations  pertaining to this aspect of
our business that will have a material impact.

GEMSTONE BUSINESS
Our business  activities will be governed by a variety of governmental  laws and
regulations.  Other nations for which governmental  controls are important to us
include:  Import/Export Laws in Thailand, Sri Lanka Vietnam, and Poland. When we
finish our gemstone  materials  into finished  products and the Taxation Laws of
the United  States,  Canada and  Europe,  where we expect our  largest  sales to
occur,  will be of importance.  We are not aware of any  legislation or proposed
legislation, which would have a material effect upon our operations.

COMPLIANCE WITH ENVIRONMENTAL REGULATIONS

WEB DEVELOPMENT AND INTERNET SERVICES
This aspect of our  business  does not involve the  emissions of  pollutants  or
other substances under the regulations of the Environmental Protection Agency or
any other state, local or foreign  environmental  authorities.  Accordingly,  we
have no cost affiliated with environmental compliance.

GEMSTONE BUSINESS
This aspect of our business does not involve the emission of pollutants or other
substances.



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FUTURE REGULATION

WEB DEVELOPMENT AND INTERNET SERVICES
Due to the increasing  popularity  and use of the Internet,  it is possible that
additional  laws and  regulations  may be adopted with respect to the  Internet,
covering issues such as:
- content
- privacy
- access to adult content by minors
- pricing
- bulk e-mail
- encryption standards
- consumer protection
- electronic commerce
- taxation
- copyright infringement
- other intellectual property issues

As well as our web  development  and Internet  services  business,  our gemstone
business  also involves use of the Internet.  We cannot  predict the impact,  if
any, that future  regulatory  changes or developments  may have on our business,
financial  condition,  or  results  of  operation.  Changes  in  the  regulatory
environment  relating to the Internet  access industry may increase our costs or
limit our ability to offer our services.

EMPLOYEES

As of December 31, 2003, we had 42 employees of which 30 are fulltime and 12 are
part time.  Of the full time  employees,  2 are  executive  officers,  Gerald E.
Sklar,  who is  responsible  for directing our overall  operations  and David M.
Young, our Vice President, who is responsible for customer relations, RMU leases
and  Insurance.  Four are engaged in sales and the 24 other  fulltime  employees
handle  the  overall  operations.  The part time  employees  work in our  Retail
Merchant Units.

ITEM 2. DESCRIPTION OF PROPERTY

During the year ended December 31, 2003, we leased office space at the following
locations:

48 WALL STREET, SUITE 1100, NEW YORK, NEW YORK
We currently operate out of approximately 200 square feet at this location.  Our
telephone  number at this  location is (212)  018-4513.  Our lease is a one-year
agreement with an unaffiliated landlord. The monthly rent is $1200.

5920 MACLEOD TRAIL, SUITE 800, CALGARY, ALBERTA CANADA, T2H 0K2
We currently operate out of approximately 6700 square feet at this location. Our
telephone  number  at this  location  is (877)  693-3130.  Our lease is a verbal
agreement,  with an unaffiliated landlord,  providing for a month-to-month lease
and monthly rental payments of $7,965 plus operating expenses.

BANGKOK, THAILAND
We currently operate out of approximately 1000 square feet at this location. Our
telephone number at this location is (011) 66 098 559 818. Our lease is a verbal
agreement,  with an unaffiliated landlord,  providing for a month-to-month lease
and monthly rental payments of $1,600.



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RETAIL OUTLETS
Chinook Mall (Alberta) with an average monthly rent of $4882.00
Deerfoot Mall (Alberta) with an average monthly rent of $2247.00
Market Mall (Alberta) with an average monthly rent of $2010.00

We do not own any real  property  nor do we intend to own real  property  in the
future. We do not intend to renovate, improve or develop real properties. We are
not subject to any  competitive  conditions for real property and currently have
no property  to insure.  We have no policy with  respect to  investment  in real
estate or interests in real estate, and no policy with respect to investments in
real estate mortgages. Further, we have no policy with respect to investments in
securities  of, or  interests  in,  persons  primarily  engaged  in real  estate
activities.

ITEM 3. LEGAL PROCEEDINGS

During the fiscal year ended  December  31,  2002 we were  involved in one legal
action that was ELO  Associates  II. Ltd. v. Winmax  Trading  Group,  Inc. et al
(Case  No.   CA-CE-02-004868(14))   (17th  Judicial  District,  Broward  County,
Florida),  which  involved a breach of a lease  agreement  for our prior  office
location.  A motion  for  Default  Judgment  was filed  against  us and our past
President,  Ralph Pistor, seeking damages of $222,324. In May of 2003 we settled
and paid this lawsuit for the amount of $30,000.

We have no other pending litigation or legal matters.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our Common  stock is quoted in the Pink Sheets LLC under the symbol  "WMTG." Our
stock was quoted on the NASD's  OTC  Bulletin  Board up to May 7, 2003 under the
symbol "WMTG". The high, low and average bid information for each quarter of the
two most recent fiscal years is presented below. The quotations are inter-dealer
prices without  adjustment for retail  markups,  markdowns or commissions and do
not necessarily represent actual transactions.  These prices may not necessarily
be indicative of any reliable  market value.  On May 7, 2003,  the last reported
sale price of the Common Stock on the OTCBB was $0.12 per share.

The following table  summarizes the low and high prices for our Common Stock for
each reporting quarter for the fiscal years ended December 31, 2002 and 2003.

                     QUARTER                    HIGH         LOW
                     --------------------------------------------
                     2002 First Quarter        $3.15       $1.000
                     2002 Second Quarter       $1.67       $0.188
                     2002 Third Quarter        $0.35       $0.100
                     2002 Fourth Quarter       $0.188      $0.100
                     --------------------------------------------
                     2003 First Quarter        $0.14       $0.03
                     2003 Second Quarter       $0.28       $0.05
                     2003 Third Quarter        $0.26       $0.09
                     2003 Fourth Quarter       $2.39       $0.13


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HOLDERS

As of December 31, 2003, we had 16,156,736 shares  outstanding,  which were held
of record by  approximately  59  shareholders.  As of September 30, 2004, we had
18,706,736 shares outstanding,  which were held of record by approximately fifty
nine  (59)  shareholders.  The  number  of  shareholders  does  not  include  an
indeterminate number of shareholders whose shares are held by brokers in "street
name." We currently have one class of common stock outstanding.

DIVIDENDS

We have not declared any cash  dividends on our common stock since our inception
and do not anticipate  paying such dividends in the foreseeable  future. We plan
to retain any future earnings for use in our business operations.  Any decisions
as to future  payment of dividends  will depend on our  earnings  and  financial
position and such other factors as the Board of Directors deems relevant.

RECENT SALES OF UNREGISTERED SECURITIES

During March 2002,  we affected a one (1) for twenty (20)  reverse  stock split.
All share and per share amounts in this report have been adjusted to give effect
to this stock split.

On March 1, 2003 we issued 20,000  shares of our common stock to Lyn  Leontowich
in exchange for services  rendered by Lyn Leontowich.  We valued these shares at
approximately $.50 per share, or an aggregate of $10,000.

On March  25,  2003 we  issued  100,000  shares  of our  common  stock to Donald
Wetherall in exchange for services rendered by Donald Wetherall. We valued these
shares at approximately $.08 per share, or an aggregate of $8,000.

On May 13, 2003 we issued 350,000 shares of our common stock to Hamilton, Lehrer
and Dargan P.A. in exchange for services rendered by Hamilton, Lehrer and Dargan
P.A. We valued these shares at approximately  $.13 per share, or an aggregate of
$45,500.

On June 11, 2003 we issued 500,000 shares of our common stock as follows:  James
Friedt 75,000 shares;  Dan Lui 50,000 shares;  Don Wetherall 50,000 shares;  Ria
Neilsen 75,000 shares; Dirk Witte 150,000 shares; and Paul Smith 100,000 shares.
These shares were issued in exchange for services rendered by the aforementioned
individuals.  We valued  these  shares at  approximately  $.14 per share,  or an
aggregate of $70,000.

On July 2, 2003 we issued 5,000 shares of our common stock to Lynn Carrscaden in
exchange for  services  rendered by Lynn  Carrscaden.  We valued these shares at
approximately $.12 per share, or an aggregate of $600.

On  August 4, 2003 we issued  150,000  shares of our  common  stock to John H.G.
Casuga in exchange for services  rendered by John H.G.  Casuga.  We valued these
shares at approximately $.18 per share, or an aggregate of $27,000.


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<PAGE>

On August 27, 2003 we issued  150,000 shares of our common stock to Don Holmsten
in exchange for  services  rendered by Don  Holmsten.  We valued these shares at
approximately $.19 per share, or an aggregate of $28,500.

On September 30, 2003 we issued  4,563,646  shares of our common stock to Gerald
E. Sklar,  president and director of the company,  for debt owed to Mr. Sklar in
the amount of $684,547.  We valued these shares at approximately $.15 per share,
or an aggregate of $684,547.

ITEM 6. 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 December 31, 2003
and notes  thereto.  This  annual  report on Form  10-KSB for the period  ending
December 31, 2003 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" or "us." 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  intend 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 still 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-KSB 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

Winmax's  management  continues to grow its web development and internet related
services (Winmax Media and WinmaxIS). In addition, during 2003 the Company began
retail operations in the gemstone jewelry business (The Gemstore) and opened for
business three (3) retail merchandising units (RMU's).

In 2003, our media and IT divisions'  generated revenues through website design,
corporate video  productions and IT support.  In 2002,  approximately 75% or our
revenue  came from an  affiliated  party,  compared  with 2003 where 100% of our
media and IT revenue was generated by our sales team. We expect our media and IT
divisions to expand on our current client base and continue as our major revenue
source for 2004.


                                       13
<PAGE>

By  October  of 2003,  we had  opened  three (3)  retail-merchandising  units in
Alberta Canada as test markets for our business of marketing gemstone,  gemstone
jewelry and  accessories.  We initiated  test  markets to develop the  processes
needed to manage and account for our new  strategy.  Utilizing  the expertise in
our media and IT businesses  we were able to create a proprietary  Point-of-Sale
and accounting  program as well as refine our marketing  strategy.  We expect to
expand  our  RMU  business  in  2004,  building  on  our  current  platform  and
infrastructure.

In order to implement  our overall  business  strategy  Winmax  remains  heavily
dependant upon financing, as its operations are not self-sufficient. In order to
achieve  self-sufficiency  Winmax  must expand all areas of business in order to
generate  increased  revenues.  The  failure  by  Winmax  to  secure  additional
financing, to expand its operations, may result in its inability to continue the
expansion at its current rate. Our ability to continue  operations is contingent
upon our ability to expand our Media division,  grow revenues from The Gemstore,
and  secure  additional  financing.  To date  Winmax  has been  unsuccessful  in
obtaining  financing  sufficient to meet its day-to-day  needs.  Although we are
pursuing  financing to expand our operations  there are no assurances we will be
successful in obtaining such financing.

We believe we have  developed  and acquired the  necessary  operating  assets to
conduct our web  development  and  Internet  services.  We estimate we will need
approximately $5,000,000 in operating cash to adequately grow our businesses and
generate  enough  revenue  to make a profit.  We  believe  this can be  achieved
through internal growth and obtaining additional financing.

SUBSEQUENT EVENTS

Post December 31, 2003 Winmax Trading Group,  Inc continued it current  business
strategy.  The  Gemstore  expanded  operations  to  include  RMU's in New  York,
Florida, California,  Alberta and British Columbia. To date TheGemstore operates
11 RMU's.

RISKS AND UNCERTAINTIES

During the 12 months  ended  December 31, 2003 and December 31, 2002 we incurred
net losses of $895,520  and  $6,992,661  respectively.  We expect to continue to
generate  losses until our revenues  increase.  For these same  periods,  we had
total revenues of $582,377 and $224,898 and operating expenses of $1,740,897 and
$7,226,874  respectively.  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.  Approximately 51% of our 2003 revenue was from one client,  Immtech
International. There is no guarantee that Immtech International will continue on
as a client.  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.

For the 12 months ended December 31, 2003 we financed portions of our operations
from $582,377 in revenue and $1,208,064 from a shareholder loan.

As of December 31, 2003, we have only $4,820 of 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 the equity
securities  of our  existing  shareholders.  We may also  incur  debt or  assume


                                       14
<PAGE>

substantial  indebtedness.  Accordingly,  the inability to obtain such financing
could have a material  adverse effect on our business,  financial  condition and
results of operations.

MATERIAL CHANGES IN RESULTS OF OPERATIONS

THE YEAR ENDED DECEMBER 31, 2003 COMPARED WITH THE YEAR ENDING DECEMBER 31, 2002
We implemented  our business plan to market  gemstone,  jewelry and  accessories
through retail  merchandising  units (RMUs).  By the end of the year 2003 we had
three (3) RMU's.

In 2003,  we  abandoned  any  plans to  acquire,  explore,  produce  or  process
semi-precious or precious gems from any property.  We have focused our attention
to building relationships our gemstone, jewelry and accessories suppliers.

REVENUES
Revenues for the 12 months ended  December 31, 2003  increased to $582,377  from
$224,898  for the same period in 2002.  Revenues  for 2003,  were  derived  from
direct  sales  by  Winmax  compared  to 2002  where  74.7% of  sales  came  from
affiliates.  Revenue  in 2003 was from the  design of  websites  and the sale of
gemstone,  jewelry  and  accessories  as  described  above  under  "Overview  of
Operations".  The  increase  in  revenues  was  primarily  due to our growth and
continued  customer base for website design,  video streaming and sales from our
retail outlets.

COST OF SALES
Cost of sales  consists in primarily  of direct cost  related to sales.  Cost of
sales  increased  to $219,482  from  $40,836  for the same  period in 2002.  The
increase in cost of sales is  attributable  to Winmax's direct sales compared to
2002 when affiliates contracted work to Winmax.

GENERAL AND ADMINISTRATIVE EXPENSES
General and  administrative  expenses increased to $1,331,815 for the year ended
December  31, 2003 from  $855,679 for the year ended  December  31,  2002.  This
increase is  attributable  to an increase in operational  activities and in 2002
legal fees and consulting work was paid through stock  compensation  compared to
2003 a large portion of these fees were paid with cash resulting in the increase
in general and administrative costs.

NET LOSS
For the  year,  ended  December  31,  2003 and  December  31,  2002 net loss was
$895,520  and  $6,992,661  respectively.  The  decrease in net loss is primarily
attributable  to the non-cash  payment and the valuation of such payment for the
year 2002. For 2003,  non-cash payment was $189,600 compared with $5,835,664 for
2002.

LOSS PER SHARE
The loss per share for the year ended  December  31, 2003 was  $(0.08)  compared
with the loss per share of $(1.63) for the year ended  December  31,  2002.  The
decrease in our 2003 loss is  primarily  due to the  increase  in  revenues  and
decrease in operational costs.

LIQUIDITY AND CAPITAL RESOURCES AT DECEMBER 31, 2004
Net cash  provided by all  activities  for the year ended  December 31, 2003 was
$4,777  compared to $43 in all  activities for the same period in 2002. In 2003,
cash  flow  used in  operations  was  ($972,217),  cash  flow  from  Investments
(Increase in assets) was  ($138,899),  cash flow from financing was  $1,208,064,
and the effects of exchange  rate changes on cash was  ($92,171)  compared  with
$84,598,  ($82,349),  ($2,013)  and  ($193),  respectively,  in the  year  ended


                                       15
<PAGE>

December 31, 2002.  Change in operating cash flow from 2002 to 2003 is primarily
due to the  increase in revenue and the  decrease  in non-cash  compensation  in
2003.

CASH AT DECEMBER  31, 2003  AMOUNTED TO $4,820  COMPARED TO $43 ON DECEMBER  31,
2002 We have experienced  significant  losses from our operations.  For the year
ended  December  31, 2003 we incurred a net loss of $895,520.  In  addition,  at
December  31,  2003 we had an  accumulated  deficit  of  $12,397,542,  a working
capital deficiency of $27,596 and stockholders' deficit of $548,080. Our ability
to turn a profit is contingent upon, but not exclusive to, our ability to expand
our  Winmax  Media  and  The  Gemstore  subsidiaries  and to  secure  additional
financing to fund said expansion.  Although we are pursuing  financing to expand
our  operations  there are no assurances we will be successful in obtaining such
financing.  Our  failure  to secure  financing  will limit our growth and profit
potential as well as our ability to stay in business.

ITEM 7. FINANCIAL STATEMENTS


WINMAX TRADING GROUP, INC.
AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2003


<PAGE>


                                     WINMAX TRADING GROUP, INC. AND SUBSIDIARIES


                                                                        CONTENTS
                                                               DECEMBER 31, 2003
--------------------------------------------------------------------------------



REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                   1 - 2


CONSOLIDATED FINANCIAL STATEMENTS:

   Balance Sheet                                                             3
   Statement of Operations                                                   4
   Statement of Stockholders' Deficiency                                     5
   Statements of Cash Flows                                                  6
   Notes to Financial Statements                                          7 - 11


<PAGE>

            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors
Winmax Trading Group, Inc.


We have audited the  accompanying  consolidated  balance sheet of Winmax Trading
Group,  Inc. and  Subsidiaries  (the "Company") as of December 31, 2003, and the
related consolidated  statements of operations,  stockholders'  deficiency,  and
cash  flows  for  the  year  then  ended.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted  our audit in accordance  with the Standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the  financial  position of Winmax  Trading
Group,  Inc. and  Subsidiaries  as of December 31, 2003 and the results of their
operations  and their  cash  flows for the year then  ended in  conformity  with
United States generally accepted accounting principles.


/s/ GOLDSTEIN GOLUB KESSLER LLP

GOLDSTEIN GOLUB KESSLER LLP
New York, New York

July 23, 2004

<PAGE>

                         REPORT OF INDEPENDENT AUDITORS


To the Board of Directors and Shareholders:
   Winmax Trading Group, Inc.


We have audited the consolidated  balance sheet of Winmax Trading Group, Inc. as
of December  31, 2002 and the related  consolidated  statements  of  operations,
stockholders'  (deficit)  and cash flows for the year ended  December  31, 2002.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the  financial  position of Winmax  Trading
Group,  Inc. as of December 31, 2002,  and the results of its operations and its
cash flows for the year ended December 31, 2002, in conformity  with  accounting
principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue as a going  concern.  As  discussed  in the Notes to the
consolidated  financial statements,  the Company has suffered significant losses
from operations and has working capital and stockholder deficits.  These factors
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  Management's  plans in regard to this matter are also discussed in the
Notes. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.


Stark Winter Schenkein & Co., LLP
Certified Public Accountants

Denver, Colorado
May 5, 2003

<PAGE>

                                     WINMAX TRADING GROUP, INC. AND SUBSIDIARIES

                                                      CONSOLIDATED BALANCE SHEET
--------------------------------------------------------------------------------

DECEMBER 31, 2003
--------------------------------------------------------------------------------

ASSETS

Current Assets:
  Cash                                                             $      4,820
  Inventory                                                              28,548
  Prepaid expenses and other current assets                              11,726
--------------------------------------------------------------------------------
      TOTAL CURRENT ASSETS                                               45,094

Property and Equipment, net                                             153,758
--------------------------------------------------------------------------------
      TOTAL ASSETS                                                 $    198,852
================================================================================

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liability - accounts payable and accrued expenses          $    121,030

Loan Payable - stockholder                                              625,902
--------------------------------------------------------------------------------
      TOTAL LIABILITIES                                                 746,932
--------------------------------------------------------------------------------

Commitment

Stockholders' Deficiency:
  Common stock - $.001 par value; authorized 750,000,000 shares,
   issued and outstanding 16,156,736 shares                              16,156
  Additional paid-in capital                                         11,932,195
  Accumulated other comprehensive loss                                  (98,889)
  Accumulated deficit                                               (12,397,542)
--------------------------------------------------------------------------------
      STOCKHOLDERS' DEFICIENCY                                         (548,080)
--------------------------------------------------------------------------------
      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY               $    198,852
================================================================================


                                  See Notes to Consolidated Financial Statements

                                                                               3
<PAGE>

                                     WINMAX TRADING GROUP, INC. AND SUBSIDIARIES

                                            CONSOLIDATED STATEMENT OF OPERATIONS
--------------------------------------------------------------------------------

YEAR ENDED DECEMBER 31,                                 2003            2002
--------------------------------------------------------------------------------

Sales                                              $    582,377    $     56,898

Sales to affiliates                                                     168,000
--------------------------------------------------------------------------------
                                                        582,377         224,898
--------------------------------------------------------------------------------

Operating costs and expenses:
   Cost of sales                                        219,482          40,836
   Selling, general and administrative                1,331,815         855,679
   Noncash compensation                                 189,600       5,835,664
   Amortization                                                         162,000
   Write-down and impairment of assets                                  332,695
--------------------------------------------------------------------------------
                                                      1,740,897       7,226,874
--------------------------------------------------------------------------------

Loss from operations                                 (1,158,520)     (7,001,976)

Other income:
  Gain on settlement of debt                            263,000
  Other                                                                   9,315
--------------------------------------------------------------------------------

Net loss                                               (895,520)     (6,992,661)

Other comprehensive loss:
  Foreign currency translation adjustment               (92,171)           (193)
--------------------------------------------------------------------------------
Comprehensive loss                                 $   (987,691)   $ (6,992,854)
================================================================================

Net loss per common share - basic and diluted      $      (0.08)   $      (1.63)
================================================================================

Weighted-average number of common shares
 outstanding - basic and diluted                     12,209,334       4,291,059
================================================================================


                                  See Notes to Consolidated Financial Statements

                                                                               4

<PAGE>

                                     WINMAX TRADING GROUP, INC. AND SUBSIDIARIES

                              CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 2002 AND 2003
-----------------------------------------------------------------------------------------------------------------------------------
                                               COMMON STOCK     ADDITIONAL                  CURRENCY
                                          NUMBER OF              PAID-IN      DEFERRED     TRANSLATION  ACCUMULATED    STOCKHOLDERS'
                                           SHARES      AMOUNT    CAPITAL    COMPENSATION   ADJUSTMENT     DEFICIT       DEFICIENCY
-----------------------------------------------------------------------------------------------------------------------------------

<S>                                       <C>         <C>      <C>           <C>           <C>         <C>             <C>
Balance at January 1, 2002                  538,550   $   539  $ 5,781,728   $(763,183)    $ (6,525)   $ (4,509,361)   $   503,198

Deferred compensation                                                          763,183                                     763,183

Issuance of common stock for services     6,403,260     6,403    5,066,078                                               5,072,481

Conversion of amounts due to affiliate
 to common stock                          3,376,277     3,377      185,695                                                 189,072

Capital contribution by affiliate                                   30,386                                                  30,386

Currency translation adjustment                                                                (193)                          (193)

Net loss                                                                                                 (6,992,661)    (6,992,661)
-----------------------------------------------------------------------------------------------------------------------------------

Balance at December 31, 2002             10,318,087    10,319   11,063,887                   (6,718)    (11,502,022)      (434,534)

Issuance of common stock for services     1,275,000     1,275      188,325                                                 189,600

Issuance of common stock in conversion
 of stockholder debt                      4,563,649     4,562      679,983                                                 684,545

Currency translation adjustment                                                             (92,171)                       (92,171)

Net loss                                                                                                   (895,520)      (895,520)

-----------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2003             16,156,736   $16,156  $11,932,195   $     - 0 -   $(98,889)   $(12,397,542)   $  (548,080)
===================================================================================================================================
</TABLE>


                                  See Notes to Consolidated Financial Statements

                                                                               5

<PAGE>

                                     WINMAX TRADING GROUP, INC. AND SUBSIDIARIES

                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,                                                  2003           2002
------------------------------------------------------------------------------------------------

<S>                                                                  <C>            <C>
Cash flows from operating activities:
  Net loss                                                           $  (895,520)   $(6,992,661)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:
    Depreciation and amortization                                         56,591        212,547
    Impairment of assets                                                                332,695
    Common stock issued for services                                     189,600      5,072,481
    Amortization of deferred compensation                                               763,183
    Noncash capital contribution by shareholder                                          30,386
    Gain on settlement of debt                                          (263,000)
    Changes in operating assets and liabilities:
      Decrease in accounts receivable - affiliate                                        35,634
      Increase in inventory                                              (28,548)        (9,727)
      Decrease in prepaid expenses and other current assets                1,241          6,277
      Decrease in other assets                                            20,000         11,301
      (Decrease) increase in accounts payable and accrued expenses       (52,581)       331,027
      Increase in due to affiliate                                                      291,455
------------------------------------------------------------------------------------------------
          NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES           (972,217)        84,598
------------------------------------------------------------------------------------------------

Cash flows used in investing activity - purchases of property
 and equipment                                                          (138,899)       (82,349)
------------------------------------------------------------------------------------------------

Cash flows from financing activities:
  Proceeds from loan payable - stockholder                             1,208,064
  Decrease in bank overdraft                                                             (2,013)
------------------------------------------------------------------------------------------------
          NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES          1,208,064         (2,013)
------------------------------------------------------------------------------------------------

Effect of exchange rate changes on cash                                  (92,171)          (193)
------------------------------------------------------------------------------------------------

Net increase in cash                                                       4,777             43

Cash at beginning of year                                                     43

------------------------------------------------------------------------------------------------
Cash at end of year                                                  $     4,820    $        43
================================================================================================

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITY:

  Conversion of stockholder loans to common stock                    $   684,545    $   189,072
================================================================================================
</TABLE>

                                  See Notes to Consolidated Financial Statements

                                                                               6

<PAGE>

                                     WINMAX TRADING GROUP, INC. AND SUBSIDIARIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                               DECEMBER 31, 2003
--------------------------------------------------------------------------------

1. ACCOUNTING  POLICIES:      During  2001,  Winmax  Trading  Group,  Inc.  (the
                              "Company")  commenced  business  operations  as  a
                              designer of Web sites and a seller of precious and
                              semiprecious gemstones.

                              The consolidated  financial statements include the
                              accounts  of the  Company  and  its  wholly  owned
                              subsidiaries.   All   intercompany   accounts  and
                              balances have been eliminated in consolidation.

                              The Company's  revenue is derived  primarily  from
                              the sale  and  design  of Web  sites.  Revenue  is
                              recorded  upon  the  completion  of the  site  and
                              acceptance by the customer.

                              Revenue  from the sale of  gemstones  is  recorded
                              upon the  completion  of the sale and  delivery of
                              the gemstones.

                              Inventory   is   stated  at  the  lower  of  cost,
                              determined by the specific-identification  method,
                              or  market.   Inventory  consists  principally  of
                              purchased gemstones.

                              Property  and   equipment  is  recorded  at  cost.
                              Depreciation is provided over the estimated useful
                              lives of the respective  assets on a straight-line
                              basis.

                              The   Company    considers   all   highly   liquid
                              investments  purchased  with a  maturity  of three
                              months or less at the date of  purchase to be cash
                              equivalents.

                              The  Company  maintains  its cash in bank  deposit
                              accounts  which,  at times,  may exceed  federally
                              insured  limits.  The Company has not  experienced
                              any losses in these accounts.

                              The  Company  had been  capitalizing  the costs of
                              developing   its  Web  site  in  accordance   with
                              Statement  of Position  98-1,  Accounting  for the
                              Costs of Computer  Software  Developed or Obtained
                              for Internal Use. The Company began amortizing its
                              Web site during  January 2002 and the  unamortized
                              balance of $270,000 was charged to  operations  as
                              an impairment loss during December 2002.

                              The   preparation   of  financial   statements  in
                              conformity  with accounting  principles  generally
                              accepted in the United States of America  requires
                              management to make estimates and assumptions  that
                              affect   the   reported   amounts  of  assets  and
                              liabilities  and  disclosure of contingent  assets
                              and  liabilities  at the  date  of  the  financial
                              statements and the reported amounts of revenue and
                              expenses  during  the  reporting  period.   Actual
                              results could differ from those estimates.

                              The   fair   value   of   financial   instruments,
                              specifically loan payable - stockholder, cannot be
                              estimated  due to the  nature  and  terms  of this
                              payable.

                              Long-lived   assets   and   certain   identifiable
                              intangibles  held  and  used  by the  Company  are
                              reviewed for possible  impairment  whenever events
                              or  circumstances  indicate the carrying amount of
                              an asset may not be recoverable or is impaired.

                                                                               7
<PAGE>

                                     WINMAX TRADING GROUP, INC. AND SUBSIDIARIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                               DECEMBER 31, 2003
--------------------------------------------------------------------------------

                              The  Company   follows   Statement   of  Financial
                              Accounting  Standards  ("SFAS") No. 128,  Earnings
                              per Share.  Basic earnings (loss) per common share
                              calculations are determined by dividing net income
                              by the weighted-average number of shares of common
                              stock   outstanding   during  the  year.   Diluted
                              earnings  (loss) per  common  share  reflects  the
                              potential  dilution  that could  occur from common
                              shares, issuable through stock options, restricted
                              warrants and other convertible  securities.  There
                              was no  potential  common  stock  issuable for the
                              years ended December 31, 2003 and 2002.

                              The  Company  follows  SFAS  No.  130,   Reporting
                              Comprehensive  Income.  SFAS No.  130  establishes
                              standards    for    reporting   and   display   of
                              comprehensive  income  and its  components  in the
                              financial statements.

                              The  Company  follows  SFAS No.  131,  Disclosures
                              About   Segments  of  an  Enterprise  and  Related
                              Information.  The  Company  operates  as a  single
                              segment as it has not generated  material  revenue
                              from  the  sale of  gemstones  to  date,  and will
                              evaluate     additional     segment     disclosure
                              requirements as it expands its operations.

                              The  local  currency   (Canadian  dollar)  is  the
                              functional  currency  for  one  of  the  Company's
                              subsidiaries.    Assets   and    liabilities   are
                              translated  using the  exchange  rate in effect at
                              the balance  sheet date.  Income and  expenses are
                              translated  at the average  exchange  rate for the
                              year.  Translation  adjustments  are reported as a
                              separate component of stockholders' equity.

                              The Company  follows SFAS No. 109,  Accounting for
                              Income  Taxes,  for  recording  the  provision for
                              income taxes.  Deferred tax assets and liabilities
                              are computed  based upon the  differences  between
                              the  financial  statement  and income tax basis of
                              assets and liabilities  using the enacted marginal
                              tax  rate  applicable  when the  related  asset or
                              liability  is  expected to be realized or settled.
                              Deferred income tax expenses or benefits are based
                              on the changes in the asset or  liability  in each
                              period. If available  evidence suggests that it is
                              more likely  than not that some  portion or all of
                              the deferred  tax assets will not be  realized,  a
                              valuation  allowance  is  required  to reduce  the
                              deferred  tax  assets to the  amount  that is more
                              likely than not to be realized.  Future changes in
                              such  valuation  allowance  are  included  in  the
                              provision for deferred  income taxes in the period
                              of change.

                              Deferred  income  taxes may arise  from  temporary
                              differences  resulting  from  income  and  expense
                              items  reported for financial  accounting  and tax
                              purposes in different periods.  Deferred taxes are
                              classified as current or noncurrent,  depending on
                              the  classification  of assets and  liabilities to
                              which they  relate.  Deferred  taxes  arising from
                              temporary  differences  that are not related to an
                              asset or liability  are  classified  as current or
                              noncurrent  depending  on the periods in which the
                              temporary differences are expected to reverse.

                              The Company accounts for stock-based  compensation
                              in accordance  with SFAS No. 123,  Accounting  for
                              Stock-Based  Compensation.  The provisions of SFAS
                              No.  123 allow  companies  to either  expense  the
                              estimated  fair  value  of  stock  options  or  to
                              continue to follow the intrinsic  value method set
                              forth  in  Accounting   Principles  Board  ("APB")
                              Opinion No. 25, Accounting for Stock

                                                                               8
<PAGE>

                                     WINMAX TRADING GROUP, INC. AND SUBSIDIARIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                               DECEMBER 31, 2003
--------------------------------------------------------------------------------

                              Issued to  Employees,  but  disclose the pro forma
                              effects on net income (loss) had the fair value of
                              the options been expensed. The Company has elected
                              to continue to apply APB No. 25 in accounting  for
                              its stock option  incentive plans. No options have
                              been issued  during the years ended  December  31,
                              2003 and 2002 and no options are outstanding.

                              Management  does not  believe  that  any  recently
                              issued,   but   not  yet   effective,   accounting
                              standards of  currently  adopted  practices  would
                              have  a  material   effect  on  the   accompanying
                              financial statements.

                              Certain  items  previously  reported  in the prior
                              year  have been  reclassified  to  conform  to the
                              current-year presentation.


2. PROPERTY AND EQUIPMENT:    Property and equipment consists of the following:

<TABLE>
<CAPTION>
                                                                                  Estimated
                                                                                 Useful Life
---------------------------------------------------------------------------------------------
<S>                                                                <C>           <C>
                              Furniture, software and equipment    $ 281,091     3 - 5 years
                              Less accumulated depreciation         (127,333)
---------------------------------------------------------------------------------------------
                                                                   $ 153,758
=============================================================================================
</TABLE>

                              Depreciation  expense  was $56,591 and $50,547 for
                              the  years  ended  December  31,  2003  and  2002,
                              respectively.

3. LOAN PAYABLE -             Loan  payable -  stockholder  consists  of working
   STOCKHOLDER:               capital  loans  to  the  Company  from  the  chief
                              executive  officer and majority  stockholder.  The
                              loan does not bear  interest  and the  stockholder
                              has  indicated  that he will  not  seek  repayment
                              prior to January 1, 2005.

4. STOCKHOLDERS'              During  March  2002,  the  Company  decreased  its
   DEFICIENCY:                authorized number of common shares from 50,000,000
                              to 2,500,000 and during  October 2002, the Company
                              amended its Articles of  Incorporation to increase
                              the  authorized  number of $.001 par value  common
                              shares to  750,000,000.  In addition,  the Company
                              effected a reverse  split during March 2002 with a
                              ratio of 1 to 20. All share and per share  amounts
                              have been adjusted to give effect to these splits.

                              During   March  2002,   the   Company   adopted  a
                              Non-Qualified  Stock  Award and Option  Plan to be
                              administered by the board of directors. No options
                              may be granted  after  March 2007 and the  options
                              shall  have an  exercise  price of $.50 per common
                              share.  The  term  of  the  options  shall  be  as
                              determined   by  the  board  of   directors.   The
                              difference  between the fair  market  value of the
                              Company's

                                                                               9
<PAGE>

                                     WINMAX TRADING GROUP, INC. AND SUBSIDIARIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                               DECEMBER 31, 2003
--------------------------------------------------------------------------------

                              common stock and the exercise price of the options
                              shall be charged to  operations at the time of the
                              grant.  In addition,  899,696  common  shares were
                              registered   pursuant  to  Form  S-8  registration
                              statements  for future  issuance  pursuant  to the
                              Non-Qualified Stock Award and Option Plan.

                              During  the year  ended  December  31,  2002,  the
                              Company  issued  6,403,260  shares  of its  common
                              stock valued at $5,072,481. The shares were issued
                              for services  rendered and were valued at the fair
                              market  value of the common  stock on the dates it
                              was agreed that the shares were to be issued.

                              During  November  2002,  a  stockholder  converted
                              $219,458 of advances into 3,376,277  shares of the
                              Company's  common stock. The shares were valued at
                              their fair market  value on the date it was agreed
                              the shares  would be  issued.  The  difference  of
                              $30,386  between the value of the shares issued of
                              $189,072 and the amount of the advances  converted
                              has been recorded as a capital contribution.

                              During  the year  ended  December  31,  2002,  the
                              Company   recorded   $763,183  of  noncash   stock
                              compensation   related  to  the   amortization  of
                              deferred compensation.

                              During  2003,  the  Chief  Executive  Officer  and
                              majority  stockholder  converted $684,545 in loans
                              into  4,563,649  shares  of the  Company's  common
                              stock. The shares were valued at their fair market
                              value at the date of the agreement.

                              During 2003, the Company issued  1,275,000  shares
                              to consultants for services  performed.  All share
                              issuances  of shares  were  valued  at their  fair
                              market value at the date of issuance.

5. INCOME TAXES:              The  provision  for  income  taxes  for the  years
                              presented  has been  computed in  accordance  with
                              SFAS No. 109.  There are no  material  differences
                              between  financial  statement  income and  taxable
                              income.

                              The  amounts   shown  for  income   taxes  in  the
                              statement of  operations  differ from amounts that
                              would be derived  from  computing  income taxes at
                              federal   statutory  rates.  The  following  is  a
                              reconciliation of those differences.

                              December 31,                      2003      2002
--------------------------------------------------------------------------------
                              Tax at federal statutory rate      34 %      34 %
                              Net operating loss                (34)      (34)
--------------------------------------------------------------------------------
                                                                - 0 -%    - 0 -%
================================================================================

                                                                              10
<PAGE>

                                     WINMAX TRADING GROUP, INC. AND SUBSIDIARIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                               DECEMBER 31, 2003
--------------------------------------------------------------------------------

                              The tax effects of temporary  differences  and net
                              operating  losses  that give  rise to  significant
                              portions  of deferred  tax assets and  liabilities
                              consist of the following:

                              Reconciling items:
                                Net operating loss carryforward     $ 1,000,000
                                Valuation allowance                  (1,000,000)
--------------------------------------------------------------------------------
                              Net deferred tax asset                $     - 0 -
================================================================================

                              The  Company  currently  has  net  operating  loss
                              carryforwards       aggregating      approximately
                              $3,000,000,   which  expire   through  2023.   The
                              deferred  tax  asset of  approximately  $1,000,000
                              related  to these  carryforwards  has  been  fully
                              reserved.  The significant  difference between the
                              net  operating  loss and the  accumulated  deficit
                              results    from   noncash    stock    compensation
                              aggregating approximately $9,500,000. In addition,
                              there  may be  limitations  on the  use of the net
                              operating loss due to a change of control in 2001.

6. RELATED PARTY              The  Company  derived  approximately  75%  of  its
   TRANSACTIONS:              revenue    in    2002    from    sales    to    an
                              affiliate/consultant,  the  son of the  president.
                              The affiliate/consultant  directly contracted with
                              third-party  clients  to  construct  Web sites for
                              these clients and then contracted with the Company
                              to assist in the  design and  construction  of the
                              Web   sites.    The   third   parties   paid   the
                              affiliate/consultant  for  services  in  shares of
                              their common stock which the  affiliate/consultant
                              then  liquidated  and used the proceeds to pay the
                              Company for its services.

                              During  2002,  shareholders  of the  Company  paid
                              expenses  on  behalf  of the  Company  aggregating
                              $437,157.  In addition,  during  November  2002, a
                              stockholder  converted  $219,458 of these advances
                              into  3,376,277  shares  of the  Company's  common
                              stock.  The balance due to these  shareholders was
                              $102,383 at December 31, 2002.

7. CONCENTRATIONS:            The  Company  derived  approximately  75%  of  its
                              revenue    in    2002    from    sales    to    an
                              affiliate/consultant.

8. COMMITMENT:                The  Company  currently  leases it primary  office
                              facilities   from  an  affiliate   pursuant  to  a
                              month-to-month  lease.  Rent  expense was $186,000
                              and $87,000 in 2003 and 2002, respectively.

                                                                              11

                                       26
<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSER

On January 13, 2004, the Registrant  engaged Goldstein Golub Kessler LLP ("GGK")
as its independent auditors and accepted the resignation dated December 4, 2003,
of Stark Winter Schenkein & Co., LLP from such position.  The decision to change
accountants was recommended and approved by the Registrant's Board of Directors.

No reports on the financial statements prepared by Stark Winter Schenkein & Co.,
LLP since they were retained as registrant's  primary accountant on December 31,
1999,  contained any adverse opinion or disclaimer of opinion,  or was qualified
or modified as to  uncertainty,  audit scope, or accounting  principles,  except
that the reports on the financial  statements  for the years ended  December 31,
2000,  2001 and 2002  contained  going concern  qualifications.  The decision to
change  accountants  was approved by the  Registrant's  Board of Directors.  The
Registrant did not consult with GGK, its new independent accountants,  regarding
any matter prior to its engagement.

During the registrant's two most recent fiscal years, and any subsequent interim
period   preceding  the   resignation  on  December  4,  2003,   there  were  no
disagreements with the former accountant,  Stark Winter Schenkein & Co., LLP, or
any other former accountant on any matter of accounting principles or practices,
financial  statement   disclosure,   or  auditing  scope  or  procedure,   which
disagreement(s), if not resolved to the satisfaction of Stark Winter Schenkein &
Co., LLP,  would have caused them to make reference to the subject matter of the
disagreement(s)  in  connection  with their  reports,  except that Stark  Winter
Schenkein & Co., LLP stated in their  response  letter to our filing on Form 8-K
on June 4, 2004 that they were unable to complete  their review of the September
30, 2003 financial  statements because the registrant could not provide adequate
documentation to support its revenue recognition and related party transactions.
This subject  matter was  discussed  with the  Registrant.  The  Registrant  has
authorized  the former  accountants  to fully  respond to the  inquiries  of the
successor accountant concerning the above-referenced subject matter.

ITEM 8A. CONTROLS AND PROCEDURES

Our management,  with the participation of our principal executive and financial
officer, evaluated our disclosure controls and procedures as of the date of this
filing. Based upon this evaluation our principal executive and financial officer
concluded our  disclosure  controls and  procedures  are effective to ensure the
information  required to be disclosed in the reports we file or submit under the
Securities Exchange Act of 1934 is recorded, processed,  summarized and reported
within the time periods specified in the SEC's rules and forms.

During the year covered by this report, there were no significant changes in our
internal  controls over financial  reporting that  materially  affected,  or are
reasonably likely to materially affect, these controls.

ITEM 8B. OTHER INFORMATION

Not Applicable


                                       27
<PAGE>

                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Our Bylaws provide that we shall have a minimum of one (1) Director on the Board
of Directors  at any one time.  Vacancies  are filled by a majority  vote of the
remaining  Directors then in office.  The names and ages of our  Directors,  and
Executive Officers, are as follows:

Name                           Age        Position
----                           ---        --------
Gerald E Sklar                 65         Chairman, President, CEO
Mr. David Young                58         Vice President, Director
Anthony K. Miller              48         Director
Elaine Prober                  85         Director/Honorary

Each of our  Directors  is  elected at the annual  meeting of  stockholders  and
serves until the next annual  meeting and until his or her  successor is elected
and  qualified,  or until his or her earlier death,  resignation or removal.  No
compensation  is  currently  paid to Directors  for their  service on the Board,
although the  non-officer  Directors are  reimbursed for travel and other direct
expenses in attending meetings of the Board.

Set forth below is a summary  description  of the  business  experience  of each
Director and Officer:

Mr. Gerald Sklar, age 65, has been our President,  Chief Executive Officer,  and
Chairman of the Board since June 2001.  From July 1997 to July 8, 2002 Mr. Sklar
was an Officer and  Director of American  Benefits  Group,  Inc., a gem resource
firm located in Florida.  From 1989 to 1997, Mr. Sklar was  self-employed in the
area of  finance.  In 1964 Mr.  Sklar  received a  Bachelors  of Arts  Degree in
Economics from the University of British Columbia, located in Vancouver, British
Columbia, Canada.

Mr. David M. Young, age 58, has been our Director and Vice-President  since June
2001.  From  July  1989  to  May  2001  Mr.  Young  was  a  customer   relations
representative  at American Benefits Group, Inc. From 1989 to 1998 Mr. Young was
self-employed in the area of marketing.

Mr. Anthony K. Miller,  age 48, has been our Director since June 2001. From 1996
to present  Mr.  Miller  has been the  President  and a Director  of US Crude of
Redland,  California. From March 2001 to November 2002 Mr. Miller was a Director
of Southern  States Power,  an SEC reporting  company that is publicly traded on
the OTC Bulletin  Board.  In 1998 Mr. Miller received a Master of Arts Degree in
Business  Administration  from Columbia State  University,  located in Metairie,
Louisiana.  In 1979 Mr.  Miller  received a Bachelor  of Arts Degree in Business
Administration from Cal-State University, located in Long Beach, California.

Ms. Elaine  Prober,  age 85, has been one of our Directors  since June 2001. Ms.
Prober has no prior employment history for the last five years.

FAMILY RELATIONSHIPS

There are no family  relationships  among our  Officers,  Directors,  or persons
nominated for such positions.


                                       28
<PAGE>

LEGAL PROCEEDINGS

None of our  Officers,  Directors,  or  persons  nominated  for such  positions,
promoters or significant  employees have been involved in legal proceedings that
would be material to an evaluation of our management.

NO COMMITTEES OF THE BOARD OF DIRECTORS

We do not currently have standing audit,  nominating and compensation committees
of our Board of Directors, or committees performing similar functions. The Board
of Directors in its entirety acts on all matters.

Compliance  with Section 16(a) of the  Securities  Exchange Act of 1934 requires
our Directors  and Executive  Officers and persons who own more than ten percent
(10%)  of a  registered  class of our  equity  securities  to file  with the SEC
initial  reports of ownership  and reports of changes in ownership of our common
stock and our other equity securities.  Officers, Directors and greater than ten
percent (10%)  shareholders  are required by SEC  regulations to furnish us with
copies of all  Section  16(a)  forms they file.  To our  knowledge,  none of our
Officers,  Directors or  shareholders  was  delinquent in any necessary  filings
under Section 16(a).



                                       29
<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION

The following table sets forth certain information concerning  compensation paid
to or accrued for the benefit of our Officers and Directors.  During March 2002,
we effected a one (1) for twenty (20)  reverse  stock  split.  All share and per
share amounts below have been adjusted to give effect to this stock split.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                            Annual Compensation      Long-Term Compensation
                                   Awards                    Payouts
                                      Other Annual Restricted Securities
Name/ Principal    Year    Salary     Bonus     Stock     Compensation   Underlying     LTIP      All Other
  Positions                 (1)        (1)     Options       Award(s)     Payouts   Compensation

<S>                <C>       <C>        <C>       <C>      <C>               <C>          <C>         <C>
Gerald Sklar       2003      0          0         0                0         0            0           0
                   2002      0          0         0          550,000         0            0           0
                   2001      0          0         0          160,000         0            0           0

David Young        2003      0          0         0                0         0            0           0
Director,          2002      0          0         0        1,060,000         0            0           0
Vice President     2001      0          0         0           25,000         0            0           0

Elaine Prober      2003      0          0         0                0         0            0           0
Director           2002      0          0         0          530,000         0            0           0
                   2001      0          0         0            5,000         0            0           0

Ralph Pistor       2003      0          0         0                0         0            0           0
Former             2002      0          0         0                0         0            0           0
President          2001      0          0         0          100,000         0            0           0
</TABLE>

(1) During the year ended  December 31, 2003,  none of our officers or directors
were granted or exercised  options or owned any  unexercised  options.  No stock
appreciation  rights were granted or exercised  or were  outstanding  during the
year ended  December 31, 2003.  No  securities  were awarded under any Long-Term
Incentive  Plans during 2003.  No officer or director is employed by the Company
under any employment agreement. For the fiscal year of 2003 no Director received
compensation for serving on the Registrants board.

ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

During March 2002 we effected a one (1) for twenty (20) reverse stock split. All
share and per share  amounts  below have been  adjusted  to give  effect to this
stock split.

The following tables set forth the ownership as of May 7, 2003 by:
-    Each shareholder known by us to own beneficially more than five percent
     (5%) of our common stock;
-    Each Executive Officer;
-    Each Director or nominee to become a Director; and
-    All Directors and Executive Officers as a group.


                                       30
<PAGE>

                     SECURITY OWNERSHIP OF BENEFICIAL OWNERS

<TABLE>
<CAPTION>
Title of Class         Name & Address                   Nature of        Beneficial   Percent of
                       of Beneficial Owner              Amount           Ownership    Class

<S>                    <C>                              <C>              <C>          <C>
Common                 Gerald E. Sklar                  8,761,557        Direct       54.23%
                       5920 Macleod Trail
                       Suite 800
                       Calgary, Alberta T2H 0K2

Common                 Dave Young                       1,085,000        Direct       6.72%
                       5920 Macleod Trail
                       Suite 800
                       Calgary, Alberta T2H 0K2

Common                 Elaine Prober                    535,000          Direct       3.31%
                       5920 Macleod Trail
                       Suite 800
                       Calgary, Alberta T2H 0K2
------------------------------------------------------------------------------------------------
Common                                                  TOTAL            10,381,557   64.26%

<CAPTION>
                        SECURITY OWNERSHIP OF MANAGEMENT

Title of Class         Name, Address                    Nature of        Beneficial   Percent of
                       And Position                     Amount           Class        Ownership

<S>                    <C>                              <C>              <C>          <C>
Common                 Gerald E. Sklar                  8,761,557        Direct       54.23%
                       Chief Executive Officer,
                       Chairman of the Board
                       of Directors, President
                       5920 Macleod Trail
                       Suite 800
                       Calgary, Alberta T2H 0K2

Common                 Dave Young                       1,085,000        Direct       6.72%
                       Director
                       5920 Macleod Trail
                       Suite 800
                       Calgary, Alberta T2H 0K2

Common                 Elaine Prober                    535,000          Direct       3.31%
                       Director
                       5920 Macleod Trail
                       Suite 800
                       Calgary, Alberta T2H 0K2

Common                 Anthony Miller                   0                N/A          0
                       Director
                       5920 Macleod Trail
                       Suite 208
                       Calgary, Alberta T2H 0K2

-------------------------------------------------------------------------------
Common                 All directors and                10,381,557                    64.26%
                       executive as a group
</TABLE>


                                       31
<PAGE>

These tables are based upon information  derived from our stock records.  Unless
otherwise indicated in the footnotes to these tables we believe that each of the
shareholders  named in the tables has sole or shared voting and investment power
with respect to the shares indicated as beneficially  owned. Except as otherwise
noted herein, we are not aware of any arrangements  which may result in a change
in our control.

None of our  Officers,  Directors,  key personnel or principal  stockholders  is
related by blood or marriage.

ITEM 12. CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS

The son of the  President  has from time to time  consulted to the company.  The
daughter of the president is employed by TheGemstore, Inc.

ITEM 13. EXHIBITS AND REPORTS

A.  EXHIBITS

Exhibit No.       Description
----------        -----------

3.1.1             Articles of Incorporation of Winmax Trading Group, Inc., dated
                  September 26, 1996*

3.1.2             Amendment to the Articles of  Incorporation  of Winmax Trading
                  Group, Inc. dated January 27, 1997*

3.1.3             Amendment to the Articles of  Incorporation  of Winmax Trading
                  Group, Inc. dated October 6, 1999*

3.1(i)            Amendment to the Articles of  Incorporation  of Winmax Trading
                  Group, Inc. dated October 18, 2002**

3.2               Bylaws of Winmax Trading Group, Inc., and Amendment*

10.1              Limited  Partnership  Agreement  Between Winmax Trading Group,
                  Inc. as General Partner and the Limited Partners in the Winmax
                  Alpha Fund Limited Partnership*

10.2              Assignment   Agreement   with  Stone  and  Woods   Corporation
                  s.a.r.l.*

10.3              Share Purchase Agreement from Global Gemstone & Jewelry Inc.*

10.4              Agreement with Thomas Meeks*

16.1              Letter on Change of Auditors***

  * Denotes previously filed exhibits.
 ** Filed as an exhibit to Form 8-K on October 28, 2002.
*** Filed as an exhibit to Form 8-K on June 14, 2004

We hereby incorporate the following documents by reference: our Quarterly Report
on Form 10-QSB and amendments  for the quarters  ended March 31, 2003,  June 30,
2003,  and September 30, 2003 which were filed with the  Securities and Exchange
Commission on May 30, 2003, September 9, 2003, and June 22, 2004 respectively.


                                       32
<PAGE>

On September 27, 2002 we filed a Definitive  Proxy  Statement,  Schedule 14A for
the  holders of our  common  stock to vote on the  proposed  action to amend our
Articles of Incorporation  to increase our authorized  shares of common stock to
seven hundred fifty million (750,000,000) shares.

B. REPORTS ON FORM 8-K
We filed a Form 8-K on June 14,  2004 to  disclose  that on January 13, 2004 our
Board of Directors  unanimously accepted the resignation dated December 4, 2003,
of Stark Winter  Schenkein & Co., LLP and engaged  Goldstein  Golub  Kessler LLP
("GGK") as the Registrant's new independent auditors.

ITEM   14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES

The aggregate fees billed by our  independent  Auditors for each of the last two
years are as follow:

                                               2003             2002
                                               ----             ----
Stark Winter Schenkein & Co. LLP.
(Q1 and Q2 of 2003)
            Audit-Related Fees               $ 2,500          $11,100
            Tax Fees                         $     0          $     0
            All other Fees                   $ 5,600          $ 4,050

Goldstein Golub Kessler LLP
(Q3 of 2003 and Audited annual financial.)

            Audit-Related Fees               $20,950          $     0
            Tax Fees                         $     0          $     0
            All other Fees                   $16,000          $     0

For the year 2002,  Stark  Winter  Schenkein & Co. LLP was paid $11,100 to audit
the 2002 annual Consolidated Financial Statements, and paid $4,050 to review the
2002 Quarterly Interim Consolidated  Financials Statements,  and review from the
S8 registration  statement  filed in November.  In 2003 they were paid $5,600 to
review  the  March  31 and  June 30  Quarterly  Consolidated  Interim  Financial
Statements.  They were paid an additional $2500 to review the 2002  Consolidated
Financial Statements that are included in the 2003 annual report on 10-KSB.

For the year 2003  Goldstein  Golub  Kessler  LLP was paid  $10,000 to visit the
Company's  headquarters and various operations to review the Company procedures,
controls,  and  records.  In  addition,  they  were paid  $6,000  to review  the
September 31, 2003  Quarterly  Interim  Financial  Statement and paid $20,950 to
audit the 2003 annual Consolidated Financial Statements.


                                       33
<PAGE>

SIGNATURES

In accordance  with Section 13 or 15(d) of the Securities  Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

WINMAX TRADING GROUP, INC.

Date:    October 29, 2004

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

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.

Date:    October 29, 2004

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


Date:    October 29, 2004

By:      /s/ David Young
         ---------------------------
         David Young, Vice President, Director


Date:    October 29, 2004

By:      /s/ Anthony Miller
         ---------------------------
         Anthony Miller, Director


Date:    October 29, 2004

By:      /s/ Elaine Prober
         ---------------------------
         Elaine Prober, Director



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