EXHIBIT A

                                                                        May 2005


                           WINMAX TRADING GROUP, INC.
                                 CODE OF ETHICS

This Winmax Trading Group, Inc. Code of Ethics (this "Code") applies to all
officers, directors and employees of Winmax Trading Group, Inc. (the "Company").
The Company expects all of its officers, directors and employees to act in
accordance with the highest standards of personal and professional integrity in
all aspects of their activities, to comply with all applicable laws, rules and
regulations, to deter wrongdoing and abide by the policies and procedures
adopted by the Company.

Accordingly, you agree to:

      (a)   Engage in and promote honest and ethical conduct, including the
            ethical handling of actual or apparent conflicts of interest between
            personal and professional relationships;

      (b)   Avoid conflicts of interest and to disclose to the Chairman of the
            Nominating and Corporate Governance Committee if any, otherwise the
            Board of Directors of the Company any material transaction or
            relationship that reasonably could be expected to give rise to such
            a conflict;

      (c)   Take all reasonable measures to protect the confidentiality of
            non-public information about the Company and their customers
            obtained or created in connection with your activities and to
            prevent the unauthorized disclosure of such information unless
            required by applicable law or regulation or legal or regulatory
            process;

      (d)   Produce full, fair, accurate, timely, and understandable disclosure
            in reports and documents that the Company files with, or submits to,
            the Securities and Exchange Commission and other regulators and in
            other public communications made by the Company;

      (e)   Comply with applicable governmental laws, rules and regulations, as
            well as the rules and regulations of self-regulatory organizations
            of which the Company is a member; and

      (f)   Promptly report any possible violation of this Code of Ethics to the
            Board of Directors of the Company.

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You are prohibited from directly or indirectly taking any action to fraudulently
influence, coerce, manipulate or mislead the Company's independent public
auditors for the purpose of rendering the financial statements of the Company or
its subsidiaries misleading.

You understand that you will be held accountable for your adherence to this Code
of Ethics. Your failure to observe the terms of this Code may result in
disciplinary action, up to and including termination of employment. Violations
of this Code may also constitute violations of law and may result in civil and
criminal penalties for you and/or the Company.

You are encouraged to contact the Board of Directors of the Company when in
doubt about, or if you have any questions regarding, the best course of action
in a particular situation. You are also encouraged to report violations of laws,
rules regulations or this Code to the Board of Directors of the Company,
including, but not limited to, any concerns you have regarding the Company
concerning fraud, accounting, internal accounting controls or auditing matters.
You may choose to remain anonymous in reporting any possible violation of this
Code. The Company will not allow retaliation against anyone for reports made in
good faith.

You should communicate any suspected violations of this Code promptly to the
Board of Directors of the Company. Violations will be investigated by the Board
of Directors of the Company or by persons designated by the Board of Directors
of the Company, and appropriate disciplinary action will be taken in the event
of any violations of this Code, including termination of employment or, in the
case of any director, refusal by the entire Board of Directors or another
committee performing a similar function to nominate such director for
re-election if such director has not been previously terminated for cause.

Any waiver of this Code for any director or executive officer may be made only
by the Board of Directors of the Company and must be disclosed either on a
Current Report on Form 8-K within the period required by that Form 8-K or in any
other manner permitted by the Securities and Exchange Commission.


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           YOUR PERSONAL COMMITMENT TO THE WINMAX TRADING GROUP, INC.
                                 CODE OF ETHICS

I acknowledge that I have received and read the Winmax Trading Group, Inc. Code
of Ethics, dated May 2005, and understand my obligations as an officer, director
and/or employee to comply with the Code of Ethics.

I understand that my agreement to comply with the Code of Ethics does not
constitute a contract of employment.

Please sign here: _____________________                   Date:  _______________


Please print your name:  __________________


This signed and completed form must be returned to your manager or designated
human resources professional.