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                                  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, 2002

                         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 208, 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 Act:
        Title of each class         Name of each exchange on which registered
           Common Stock                        OTC Bulletin Board

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 (§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.

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 May 6, 2003 is approximately
$554,421.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Not Applicable. Check whether the issuer (1) 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.

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B 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-KSB or any amendment to
this Form 10-KSB. [ ]

Our revenues for the year ended December 31, 2002 are $224,898.

                   (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 10,438,090 shares of our common stock outstanding.

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

                                TABLE OF CONTENTS
                          ANNUAL REPORT ON FORM 10-KSB

                          YEAR ENDED DECEMBER 31, 2002

                                     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 Equity 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

                        PART III

Item 9.     Directors, Executive Officers, Promoters and Control Persons;
            Compliance With Section 16(a) of the Exchange Act................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.    Exhibits and Reports on Form 8-K.................................25
Item 14.    Controls and Procedures..........................................26

                                       2

                                     PART I

Forward-Looking Statements:

This annual report on Form 10-KSB contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Winmax Trading Group, Inc. is referred to
herein as "we" or "our." The words or phrases "would be," "may allow," "intends
to," "may likely result," "are expected to," "may continue," "is anticipated,"
"estimate," "project," or similar expressions are intended to identify
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. 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 and e-commerce business, as well as the gemstone business;
(b) whether we are able to manage our planned growth efficiently, including
whether our management will be able to identify, hire, train, retain, motivate
and manage required personnel or that management will be able to manage and
exploit existing and potential market opportunities successfully; (c) whether we
are able to generate sufficient revenues or obtain financing to sustain and grow
our operations, including the ability to support any possible future exploration
activities; and (d) should we engage in testing and exploration activities, we
will be subject to regulatory concerns, including those regulations pertaining
to environmental permitting of operations, air quality, water quality and
wildlife monitoring, safety regulations, claim filings and maintenance
inspection and monitoring, all of which would subject us to substantial costs
(See "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and other documents we have filed with the Securities and Exchange
Commission, including but not limited to our quarterly reports on Form 10-QSB).
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 occurrences, developments, unanticipated
events or circumstances after the date of such statement.

                                       3
**Item 1. Description of Business**

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.

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:
o        Ralph Pistor resigned as our sole officer and director;
o        Gerald Sklar became our President and Director;
o        We appointed our current management to fill existing vacancies on our
             Board of Directors; and
o        We adopted a new corporate strategy which is described below.

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;
and (b) acquire precious and semi-precious 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.

A majority of our revenues for the year ended December 31, 2002 were generated
from our web design, web casting, Internet, and other web development services.
In 2001, we acquired a small inventory of approximately 1,500 pieces, including
1,000 pieces of precious and semi-precious gemstones and 500 pieces of finished
jewelry, through our purchase of Global Gemstone and Jewelry Inc.; however, we
have not acquired any additional gemstone inventory.

Our Principle Products/Services/Distribution Methods and Markets:
WEB DEVELOPMENT AND INTERNET SERVICES
Our Web Development and Internet services are accomplished through our in-house
employees or through outside consultants which we hire on an as needed basis.
During the year ended December 2002, approximately 75% of our revenues were
generated by one outside Consultant who is the son of our President.

Our Web Development and Internet services include:
Multiple Uses of our Internet Services for our gemstone business - We use our
Internet Services to support our internal operations and to market our gems and
gemstone jewelry through our website and the websites of our customers through
banner advertisements.

Multimedia- We provide our Clients with Multi-Media services including building
websites, filming various aspects of company business such as board meetings,
and downloading, editing and creating CD-ROMS tailored to fit their specific
needs.

                                       4

Internet Solutions- We assist emerging growth companies and our other clients to
develop new media solutions, tailored to their specific requirements, for
complex communication needs which are tailored to their specific needs. Our
services include the creation of an interactive environment enabling emerging
growth companies and our other clients to talk and interact with their clients
and make them feel, see, and understand the message in the manner it was
intended. The three main components of our Internet Solutions are:

1)   Web Services Combines design with functional programming and structured
     information for quick and intuitive access for website visitors.

2)   New Media Services Involves interactive  media such as CD ROMs, DVDs and
     Flash technology intended for high customer retention rate. Our New Media
     Services operations create  presentations, sales  material, interactive
     instruction and various custom applications for businesses.

3)   Internet Broadcast Services Provides video streaming  technology  that
     includes live, remote live and archived  broadcast programming over the
     Internet with video and editing using an editing program.

Our projects are custom designed to fulfill each individual client's needs
including the following services which we offer:

Internet Solutions Service List
Web Development (HTML, Java, Flash, C++) We strive to obtain precise programming
and coding when we develop web sites for our Clients which we attempt to do
through our employees and consultants who specialize in HTML, Java, and Flash
programs.

Graphic Design/Optimization
We also strive to develop a proper design for each Client's website to fit their
particular needs and attract and maintain their website audience. We attempt to
accomplish this through our graphic design services which include the elements
crucial to creating a coherent and understandable website, from color and font
styles to the object-oriented code that integrates with the database.

Database Development
To help our clients maintain consistent and repeat visitation to their websites,
we offer services to develop database-driven websites that allow our customers
to easily make changes to information on their websites that requires constant
updating.

Ancillary Services
We have developed and provide a series of reusable objects in Java to provide
functionality to small to medium-sized corporate Intranets. These services
include scheduling, contact, project, time sheet, billing, file sharing, and
administrative modules. 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. For example, we may establish an extranet format that enables a company
to make specific data/information pertaining to their inventory available to
only the company's retail outlets, but otherwise prohibiting access to such
data/information by any other person or entity.

                                       5

Internet Broadcasts
We provide a full broadcast package and in-house production studio to assist
companies in delivering messages through live Internet broadcasts. Our Clients
provide us with all content for the broadcast which we organize and complete
into a full broadcast package.

Web Hosting
We provide continuous high-speed access to and transmission of information 24
hours a day, 365 days a year. As a part of our hosting services, we also
register or transfer domain names with Internet and set up capabilities and we
maintain a virtual server for companies.

SEMI-PRECIOUS AND PRECIOUS GEMSTONE BUSINESS
We plan to engage in the testing, production, and processing of properties for
the location of gemstones and to thereafter engage in the Internet marketing of
the precious and semi-precious gemstones, particularly colored gemstones that we
plan to obtain as either bulk gemstone product or as finished jewelry. To date,
we have not conducted any testing or exploration activities and we do not
currently have available financial resources to do so.

Our participation in the semi-precious and precious gemstone business has, thus
far, been limited to:
i.   the development of our website located at www.thegemstore.com through which
     we sell our finished jewelry  products;
ii.  the acquisition of certain property interests which have failed to generate
     economic benefit for us; and iii. the acquisition of Global Gemstone and
     Jewelry Inc., through which we obtained a gemstone inventory.

Purchase of Global Gemstone and Jewelry Inc.
In November of 2001, we purchased Global Gemstone and Jewelry Inc. ("Global
Gemstone"), a Canadian corporation. As a result of this purchase, we acquired a
gemstone and jewelry inventory consisting of sapphires, emeralds, rubies, and
citrine stones, necklaces, rings and earrings. We purchased 100% of Global
Gemstone's outstanding shares from its two shareholders for $75,000, which has
been paid in full.

Global Gemstone & Jewelry Inc. ("Global Gemstone"), our wholly owned subsidiary
creates our custom made jewelry in Changmi, Thailand. The finished product is
made available on the Company's Internet website and through private parties.

Acquisition of Property Interests:
To date, we have not conducted any testing or exploration activities. There is
no assurance that we will be successful in developing any of the properties in
which we have an interest. Even if we are successful in developing these
properties, there is no assurance that such development will be profitable for
us.

                                       6

Since June 2001, we have attempted:
a)   to acquire interests in properties which we believe have the potential to
     supply us with precious and/or semi-precious gemstone materials and/or
     minerals for the purpose of completing finished jewelry pieces and later
     reselling the pieces;and

b)   to conduct testing and exploration on these properties to qualify and
     quantify the potential of the deposit as it relates to  precious  and or
     semi-precious gemstones and/or minerals when and if we have financial
     resources to do so.

Should we locate viable deposits of gemstones, we plan to seek financial
resources to create and implement marketing plans so that any gemstones and/or
minerals obtained from these properties may be marketed either through Internet
sales or through direct bulk sales to larger purchasers. If we are unable to
obtain precious or semi-precious material 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 plan to obtain our inventory
from third parties.

Northern Saskatchewan Project
In July 2001, we signed an agreement to acquire an interest in a Kimberlite
property located in the northern portion of Saskatchewan, Canada to conduct
Kimberlite exploration activities. We gave up our interest in this project as
management deemed it not to be economically feasible for us at this time.

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 pertains 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 will 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%.

Until such time as the testing, pre-exploration and/or exploration program has
been finalized and a sizeable and continuous supply of rough precious and
semi-precious gemstone material and/or mineral material is being supplied from
this interest, if ever, we will purchase rough precious and semi-precious
gemstones and/or mineral material from local third parties in Madagascar and in
South East Asia in order to maintain inventories of finished gemstones and to
create jewelry for sale.

                                       7

In November 2001, we entered into a further 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
we are presently attempting to secure an alternate entity to carry out Adam's
former responsibilities under the agreement, being the carrying out of a
pre-exploration excavation program on the properties. Until such time as a
replacement entity can be located, these properties will remain dormant. 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. Of our share, we will pay to Stone
and Woods 20%, thus retaining 20% of all material to be extracted from the
properties.

In furtherance of our new business strategy, in July of 2001 we purchased a 25%
interest from Thomas Meeks in a Kimberlite project located in Saskatchewan,
Canada for possible exploration activities. We paid $20,000 for this interest.
In 2002, Management elected not proceed with this venture because our management
determined it was not economically feasible for us to do so.

We have not engaged in development, exploration and testing of these properties
to date and we have no immediate plans to do so. There are no assurances
regarding how long and to what extent these properties will yield gemstone
material, if any, or if and when we will engage in development, exploration and
testing of the products, if ever. As such, our development and exploration of
these properties may not be profitable to our business and lead to losses in the
future should be spend our resources on the development, exploration and testing
of these properties.

Our customers.

Web Development and Internet Services.

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

Semi-Precious and Precious Gemstone Business

We intend to market semi-precious and precious gemstones to a variety of
consumers through our website, bulk sales to gem houses and through gem shows.
At present we have no customers for the gemstone segment of our business.

                                       8

Dependence on Major Customers
Web Development and Internet Services.

During 2002, a single affiliated customer, our President's son, accounted for
75% of our revenues. As such, in 2002 we were dependent upon a single customer.

Semi-Precious and Precious 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 a single or a few major
customers for this aspect of our business; however, there are no assurances that
we will not become so dependent in the future. At present, we have no customers
for this segment of our business.

Our Billing Practices
Web Development and Internet Services.

We typically require payment in advance of our website development and Internet
services being rendered.

Semi-Precious and Precious 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.

Geographic Markets
Web Development and Internet Services.
Our web development and Internet services are offered in Europe and throughout
North America, including the United States, Canada and Mexico.

Semi-Precious and Precious Gemstone Business
These services will be offered throughout the world by Internet or by direct
contact with buyers.

Competitive Business Conditions

Both our web development and Internet services and semi-precious and precious
gemstone business are increasingly competitive, with hundreds of competitors on
the Internet alone. In addition, because barriers to market entry are relatively
low and new competitors can establish new sites at a relatively low cost
utilizing a variety of market available software, we expect competition to
become increasingly intensified in the future. Therefore, competition is rapidly
evolving and very competitive and there are no assurances that we can keep pace
with the intense competition in this market. 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 create more attractive pricing
as well as payment terms. There are no assurances that we will be able to
overcome the competitive advantages of our competitors.

                                       9

Suppliers
Web Development and Internet Services.
We supply our own services in-house and/or through contract consultants.

Semi-Precious and Precious Gemstone Business.

We intend to initially acquire precious and semi-precious gemstone raw materials
and/or minerals from third parties and later from properties in which we have an
interest.

Sources and Availability of Raw Materials
Web Development Internet Services.
We do not use raw materials in this aspect of our business.

Semi-Precious and Precious Gemstone Business.

We intend to use raw materials purchased from a variety of different suppliers
located worldwide, but usually from suppliers located in Africa and Southeast
Asia. 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.

Semi-Precious and Precious Gemstone Business

Our business activities will be governed by a variety of governmental laws and
regulations. Of most importance are the Mining and Export Laws in the Democratic
Republic of Madagascar. At present, Malagasy Law restricts, and in some cases
prohibits, companies such as us from owning gemstone-producing properties in
Madagascar. Certain of Malagasy holdings are therefore owned by Malagasy
National Nominees. Other nations for which governmental controls are important
to us include: Import/Export Laws in Thailand, Sri Lanka and Vietnam, where we
will finish our precious and semi-precious gemstones material into a finished
product and make jewelry, and the Taxation Laws of the United States, Canada and
Europe where we expect our largest sales to occur. We are not aware of any
legislation or proposed legislation which we believe will have any adverse
affect upon our operations.

                                       10

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.

Semi-Precious and Precious Gemstones.

This aspect of our business does not currently involve the emission of
pollutants or other substances; however, should we enter the testing and
exploration stages of our business plan we will have to comply with various
environmental regulations that may exist or come into being.

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:

        o   content,
        o   privacy,
        o   access to adult content by minors,
        o   pricing,
        o   bulk e-mail,
        o   encryption standards,
        o   consumer protection,
        o   electronic commerce,
        o   taxation,
        o   copyright infringement, and
        o   other intellectual property issues.

Our web development and Internet services business involves use of the Internet,
as well as our semi-precious and precious gemstone business. 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.

                                       11

Research and Development

Since our inception to present we have not spent any funds on research and
development regarding any aspect of our business.

Employees

We currently have two full-time employees, as follows: (a) Our President/Chief
Executive Officer, Gerald E. Sklar, who is responsible for directing our overall
operations; and (b) David M. Young, our Vice President, who is responsible for
customer relations.

Contract Services

We use fifteen consultants on a part time as-needed basis to perform services
pertaining to our Web Development
Internet Solutions Services.
Three contract consultants are available on an as-needed basis to perform
services pertaining to our
Semi-Precious and Precious Gemstones.
Two contract consultants are available on an as-needed basis to perform services
pertaining to accounting and other corporate matters.

**Item 2. Description of Property**

During the year ended December 31, 2002, 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. 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
providing for a month-to-month lease and monthly rental payments of $7,965 plus
operating expenses.

Changmi, 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 providing for a month-to-month lease and monthly
rental payments of $3,000.

                                       12

Antananarivo, Madagascar. We currently operate out of approximately 1000 square
feet at this location. Our lease is a verbal agreement providing for a
month-to-month lease and monthly rental payments of $300.

We do not own any property or intend to have any property in the future. We do
not intend to renovate, improve or develop properties. We are not subject to any
competitive conditions for 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, which 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 this lawsuit for
the amount of $30,000 which was paid by us in May 2003.

We have no other pending litigation or legal matters.

**Item 4. Submissions of Matters to a Vote of Security Holders**

On October 28, 2002, our Shareholders approved an amendment to our articles of
incorporation to increase our authorized shares of common stock to 750,000,000
shares from 2,500,000 shares.

                                     **PART II

Item 5. Market for Common Equity and Related Stockholder Matters**

Our stock is quoted on the OTC Bulletin Board ("OTCBB") under the symbol "WMTG."
The high, low and average bid information for each quarter for the two most
recent fiscal years is presented below. The quotations are interdealer 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.

                                       13

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 2001.

           Quarter                  High    Low
           ------------------------------------

           2001
      First Quarter                 $1.50   $1.25
      Second Quarter                $4.50   $0.31
      Third Quarter                 $2.85   $0.32
      Fourth Quarter                $1.00   $0.31

           2002
      First Quarter.                $3.15   $1.000
      Second Quarter                $1.67   $0.188
      Third Quarter.                $0.35   $0.100
      Fourth Quarter               $0.188   $0.100

Holders

As of May 7, 2003, we had 10,438,090 shares outstanding, which were held by
approximately sixty six (66) shareholders of record. 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 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.

                                       14

On January 29, 2002, we issued 10,000 shares of our common stock to David Young
in exchange for services rendered to us by David Young as a member of our Board
of Directors. We valued these shares at approximately $6.20 per share or an
aggregate of $62,000.

On January 29, 2002, we issued 5,000 shares of our common stock to Elaine Prober
in exchange for services rendered to us by Elaine Prober as a member of our
Board of Directors. We valued these shares at approximately $6.20 per share or
an aggregate of $31,000.

On January 29, 2002, we issued 250,000 shares of our common stock to Gerald E.
Sklar in exchange for services rendered to us by Gerald E. Sklar as a member of
our Board of Directors. We valued these shares at approximately $6.20 per share
or an aggregate of $1,550,000.

On February 26, 2002, we issued 50,000 shares of our common stock to David Young
in exchange for services rendered to us by David Young as a member of our Board
of Directors. We valued these shares at approximately $2.60 per share or an
aggregate of $130,000.

On February 26, 2002, we issued 25,000 shares of our common stock to Elaine
Prober in exchange for services rendered to us by Elaine Prober as a member of
our Board of Directors. We valued these shares at approximately $2.60 per share
or an aggregate of $65,000.

On February 26, 2002, we issued 300,000 shares of our common stock to Gerald E.
Sklar in exchange for services rendered to us by Gerald E. Sklar as a member of
our Board of Directors. We valued these shares at approximately $2.60 per share
or an aggregate of $780,000.

On February 26, 2002, we issued 50,000 shares of our common stock to Michelle
Balic in exchange for marketing services rendered to us by Michelle Balic. We
valued these shares at approximately $2.60 per share or an aggregate of
$130,000.

On November 23, 2002, we issued 1,000,000 shares of our common stock to David
Young in exchange for services rendered to us by David Young as a member of our
Board of Directors. We valued these shares at approximately $0.06 per share or
an aggregate of $56,000.

On November 23, 2002, we issued 500,000 shares of our common stock to Elaine
Prober in exchange for services rendered to us by Elaine Prober as a member of
our Board of Directors. We valued these shares at approximately $0.06 per share
or an aggregate of $28,000.

                                       15

On November 23, 2002, we issued 3,376,277 shares of our common stock to Gerald
E. Sklar in exchange for retiring a debt we owed to Gerald E. Sklar in the
amount of $219,458.00. We valued these shares at approximately $0.06 per share
or an aggregate of $189,071.51.

On December 2, 2002, we issued 150,000 shares of our common stock to Aldo Della
Veccia in exchange for marketing services rendered to us by Aldo Della Veccia.
We valued these shares at approximately $0.09 per share or an aggregate of
$13,500.

On December 2, 2002, we issued 150,000 shares of our common stock to Arnold
Sopsak in exchange for marketing services rendered to us by Arnold Sopsak. We
valued these shares at approximately $0.09 per share or an aggregate of $13,500.

On December 2, 2002, we issued 150,000 shares of our common stock to Billy Moore
in exchange for marketing services rendered to us by Billy Moore. We valued
these shares at approximately $0.09 per share or an aggregate of $13,500.

On December 2, 2002, we issued 150,000 shares of our common stock to Dave Sikima
in exchange for marketing services rendered to us by Dave Sikima. We valued
these shares at approximately $0.09 per share or an aggregate of $13,500.

On December 2, 2002, we issued 150,000 shares of our common stock to Debra
Janssen in exchange for marketing services rendered to us by Debra Janssen. We
valued these shares at approximately $0.09 per share or an aggregate of $13,500.

On December 2, 2002, we issued 150,000 shares of our common stock to Earl
Sperling in exchange for marketing services rendered to us by Earl Sperling. We
valued these shares at approximately $0.09 per share or an aggregate of $13,500.

On December 2, 2002, we issued 150,000 shares of our common stock to Love Dodds
in exchange for marketing services rendered to us by Love Dodds. We valued these
shares at approximately $0.09 per share or an aggregate of $13,500.

                                       16
**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 audited financial statements and notes thereto. Actual
results could differ materially from those projected in the forward looking
statements as a result of a number of risks and uncertainties. See our Note on
Forward-Looking Statements on page 3 of this Annual Report on Form 10-KSB.

A. Overview of Operations.
In June of 2001, in conjunction with the appointment of a new board of directors
and management, we adopted a new corporate strategy to engage in: (a) a web
development and Internet services business; and (b) the production, processing
and Internet marketing of precious and semi-precious gemstones and jewelry,
particularly in the colored gemstone and jewelry industry. Our business plan
also contemplates conducting testing and exploration activities. Our corporate
strategy is detailed at page 4 of this Form 10-KSB.

We remain dependent upon our ability to expand our web development and Internet
services and secure additional financing. Although we are pursuing financing for
our continued and planned expansion of our operations, our failure to secure
such financing or expand our operations may result in our not being able to
continue as a going concern. Our auditors, Stark Winter Schenkein & Co., LLP,
issued a May 5, 2003 opinion stating that because we have suffered significant
losses from our operations that this factor raises substantial doubt about our
ability to continue as a going concern.

Approximately 75% of our revenues for the year ended December 31, 2002 were
generated from sales to an affiliate/consultant. The affiliate/consultant
directly contracted with third party clients to construct websites for these
clients and then contracted with us to assist in the design and construction of
the websites. The third parties paid the affiliate/consultant for his services
in shares of their common stock. The affiliate/consultant then liquidated these
shares and used the proceeds to pay us for our services.

Our affiliate, Anthony Sklar, is our president's son. Anthony Sklar contracted
with us to design and construct websites for his clients.

We have developed and acquired the necessary operating assets to conduct our web
development and Internet services. We estimate that we will need approximately
$100,000 in additional operating assets to further implement our gemstone
business; however, we may be unable to obtain financing to acquire such assets.

                                       17

Risks and Uncertainties
During 2001 and 2002, we incurred net losses of $3,716,540 and $6,992,661
respectively (of which $5,835,664 is non-recurring as well as a non-cash outlay,
leaving cash operating costs of only $1,391,210). We expect to continue to
generate losses until our revenues increase. For the fiscal years ended December
31, 2001 and 2002, we had revenues of $276,437 and $224,898 respectively and
operating expenses of $3,992,977 and $7,226,874 respectively.

We expect that our losses will continue until we sufficiently increase our
revenues, if ever, to overcome our losses. There is no assurance that we can
increase our revenue sources. In addition, it is unlikely that we can lower our
expenses in our present mode of operations. We may never earn a profit. If we
continue to lose money over a protracted period of time, we may be forced to
discontinue our operations.

As of December 31, 2002, we had no cash. We have required and continue to
require substantial capital to fund our business operations. Currently, we have
Internet contracts and ongoing Internet sales of precious and semi-precious
gemstones and jewelry for our cash flow; however, there are no assurances that
these contracts and sales will adequately fund our business operations. Our
future capital requirements, revenues and operating results will depend upon
many factors, risks and uncertainties, including: (a) the extent of the
expansion of our web development and Internet services, as well as our
semi-precious and precious gemstone business; (b) the status of our competition
in these business areas; (c) our ability to secure financing; and (d) should we
engage in testing and exploration activities, the possible additional financial
burdens we may be subject to, as well as significant regulatory costs.

Our short operating history in our web development, Internet services, and
semi-precious and gemstone businesses make it difficult to accurately forecast
our revenues and operating results. In addition, our quarterly revenues are
unpredictable and are expected to fluctuate in the future due to the factors in
(a) through (d) above. In view of such fluctuations, we believe that quarterly
comparisons of our financial results are not necessarily meaningful and should
not be relied upon as an indication of future performance.

During 2002, we financed our operations through revenues obtained from our
website development and Internet services. We have no commitments, agreements or
understanding regarding additional financing and we may be unable to obtain
additional financing 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 substantial debt or assume substantial indebtedness. Accordingly, the
inability to obtain such financing could have a material adverse affect on our
business, financial condition and results of operations.

                                       18

B. Results of Operations.
During 2001 and 2002, our primary business focus has been directed to our
website services.

Revenues: Year ended December 31, 2002 compared to the year ended December 31,
2001. During 2002, our revenue was derived from the sale and design of websites
as described above in the section "Overview of Operations". During 2002, we
derived a significant portion of our revenues of $224,898 from sales to an
affiliate that provided such services. From 2001 to 2002, our revenues decreased
by $51,539, from $276,437 in 2001 to $224,898 in 2002. This decrease was
primarily due to the downturn in the economy.

Operating Costs and Expenses. Year ended December 31, 2002 compared to the year
ended December 31, 2001. Our total operating costs and expenses increased from
$3,992,977 in 2001 to $7,226,874 in 2002 (deducting the non-cash items from
operating cost and expenses there is a decrease to $1,391,210). This increase
was primarily due to non-cash stock compensation of $5,835,664. Our total
operating costs and expenses were composed of: (a) cost of sales of $47,017
during 2001 to $40,836 during 2002; (b) non-cash stock compensation of
$3,654,817 during 2001 to $5,835,664 during 2002; and (c) general and
administrative expenses of $291,143 during 2001 and $855,679 during 2002. The
decrease in cost of sales reflected in (a) was primarily due to the costs of
designing websites in 2002. The increase in non-cash stock compensation
reflected in (b) was primarily due to the issuance of common shares for
services. The increase in general and administrative expenses reflected in (c)
was principally due to the accrual of a lawsuit judgment of $313,000, bad debts
of $36,000, and a general increase in other administrative expenses.

C. Liquidity and Capital Resources:
At December 31, 2002, we had no cash upon which to conduct our operations. Our
ability to continue as a going concern is contingent upon our ability to expand
our service operations, generate revenues from the sales of gemstones and secure
additional financing. Our failure to secure such financing or expand our
operations may result in our not being able to continue as a going concern.
Moreover, because we have limited revenues and a poor financial condition, we
may be unsuccessful in obtaining such financing or the amount of the financing
may be minimal and therefore inadequate to continue and/or expand our
operations. Accordingly, there can be no assurance that we will be able to
obtain financing on satisfactory terms or at all, or raise funds through a debt
or equity offering. In addition, if we have only nominal funds by which to
conduct our operations, it will negatively impact our potential revenues.

                                       19
**Item 7. Financial Statements**

                         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 years ended December 31, 2002 and
2001. 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 audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits 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 audits provide 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 years ended December 31, 2002 and 2001, 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 Note 2 to the
consolidated financial statements, the Company has suffered significant losses
from operations and has working capital and stockholder deficits. This factor
raises 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 Note
2. 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

                                      F-1

                           Winmax Trading Group, Inc.
                           Consolidated Balance Sheet
                                December 31, 2002

                                           Assets

Current assets

 Cash                                     $   43
 Other current assets                     12,967
                                          ------
      Total current assets                13,010
                                          ------

Property and equipment, net               71,450
                                          ------
Other assets                              20,000
                                          ------
                                       $ 104,460
                                       ==========

                     Liabilities and Stockholders' (Deficit)

Current liabilities

  Accounts payable                      $ 72,690
  Due to shareholders                    102,383
  Accrued expenses                       363,921
                                         -------
      Total current liabilities          538,994
                                         -------

Stockholders' (deficit)
  Preferred stock, $1.00 par
  value, 1,000,000 shares authorized,
   no shares issued or outstanding          -
  Common stock, $.001 par value,
   750,000,000 shares authorized,
   10,318,087 shares issued and
   outstanding                            10,319
  Additional paid-in capital          11,063,887
  Accumulated (deficit)              (11,502,022)
                                     ------------
                                        (427,816)
                                     ------------
Other comprehensive income:

  Currency translation adjustment         (6,718)
                                     ------------
                                        (434,534)
                                     ------------
                                       $ 104,460
                                     ============

See the accompanying notes to the consolidated financial statements.

                                      F-2

                           Winmax Trading Group, Inc.
                      Consolidated Statements of Operations
                     Years Ended December 31, 2002 and 2001

                                             2002                     2001
                                             -----                    ----
Revenue:
   Sales                                 $     6,898               $      -
   Sales to affiliate                        168,000                   276,437
                                         -------------             ------------
                                             224,898                   276,437
                                         ------------              ------------

Operating Costs and Expenses:
  Cost of sales                               40,836                    47,017
  Non cash stock compensation              5,835,664                 3,654,817
  Amortization                               162,000                      -
  Write down and impairment of assets        332,695                      -
  General and administrative                 855,679                   291,143
                                         ------------              ------------
                                           7,226,874                 3,992,977
                                         ------------              ------------
(Loss) from operations                    (7,001,976)               (3,716,540)
                                         ------------              ------------
Other income (expense):
  Other income                                 9,315                      -
                                         ------------              ------------
Net (loss)                                (6,992,661)               (3,716,540)

Other comprehensive income:
  Foreign currency translation
    adjustment                                  (193)                   (6,525)
                                         ------------              ------------
Comprehensive (loss)                  $   (6,992,854)            $  (3,723,065)
                                      ===============            ==============
Per Share Information
  - basic and fully diluted:
Weighted average common shares
     outstanding                           4,291,059                   219,238
                                      ===============            ==============
(Loss) per share                      $        (1.63)            $      (16.95)
                                      ===============            ==============

See the accompanying notes to the consolidated financial statements.

                                      F-3

                           Winmax Trading Group, Inc.
                Consolidated Statement of Stockholders' (Deficit)
                     Years Ended December 31, 2002 and 2001

                                                                               Currency
                               Common Stock     Additional       Deferred     Translation   Accumulated
                              Shares   Amount  Paid in capital  Compensation   Adjustment    (Deficit)       Total
                              ------   ------  ---------------  ------------   ----------    ---------      -------
Balance, December 31,
   2000                       18,800  $   19   $   789,256       $  -          $    -       $ (792,821)   $   (3,546)

Common shares issued
for services                 519,750     520     4,849,480       (763,183)          -             -        4,086,817
Contribution of amounts
due to affiliates              -         -         142,992          -               -             -          142,992
Currency translation
adjustment                     -         -          -               -             (6,525)         -           (6,525)

Net (loss) for the year        -         -          -               -               -       (3,716,540)   (3,716,540)
                              ------   ------  ---------------  ------------   ----------    ---------      -------
Balance, December 31,
  2001                       538,550     539     5,781,728       (763,183)        (6,525)   (4,509,361)      503,198

Deferred compensation          -         -          -             763,183                                    763,183
Common shares issued
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) for
  the year                     -         -          -               -               -       (6,992,661)   (6,992,661)
                              ------   ------  ---------------  ------------   ----------    ---------      -------
Balance, December 31,
 2002                     10,318,087 $10,319  $ 11,063,887       $  -          $  (6,718) $(11,502,022)   $ (434,534)
                          ==========  ======  ===============  ============    ========== ============    ==========

      See the accompanying notes to the consolidated financial statements.

                                      F-4

                           Winmax Trading Group, Inc.
                      Consolidated Statements of Cash Flows
                    Years Ended December 31, 2002 and 2001

                                                                    2002                    2001
                                                                   -----                    ----
Cash flows from operating activities:
Net (loss)                                                  $  (6,992,661)            $  (3,716,540)
  Adjustments to reconcile net (loss) to net
   cash provided by operating activities:
   Depreciation and amortization                                  212,547                    11,718
   Impairment of assets                                           332,695                     -
   Common stock issued for services                             5,072,481                 3,654,817
   Amortization of deferred compensation                          763,183                     -
   Non cash capital contribution by shareholder                    30,386                     -
   Currency translation adjustment                                  ( 193)                   (6,525)
Changes in assets and liabilities:
    Accounts receivable - affiliate                                35,634                   (35,634)
    Other current assets                                           (9,727)                   (3,240)
    Inventory                                                       6,277                   (68,972)
    Other assets                                                   11,301                   (11,301)
    Amounts due to affiliate                                      291,455                   113,588
    Accrued expenses                                              363,921                     -
    Accounts payable                                              (32,894)                   99,589
                                                           ---------------------   ----------------------
       Total adjustments                                        7,077,066                 3,754,040
                                                           ---------------------   ----------------------
  Net cash provided by operating activities                        84,405                    37,500
                                                           ---------------------   ----------------------
Cash flows from investing activities:
   Purchase of property and equipment                             (82,349)                  (21,254)
   Investment in mineral property                                    -                      (20,000)
                                                           ---------------------   -----------------------
Net cash (used in) investing activities                           (82,349)                  (41,254)
                                                           ---------------------   -----------------------
Cash flows from financing activities:
  Increase (decrease) in bank overdraft                            (2,013)                    2,013
                                                           ---------------------   -----------------------
  Net cash provided by (used in) financing activities              (2,013)                    2,013
                                                           ---------------------   -----------------------
Increase (decrease) in cash and cash equivalents                       43                    (1,741)
Cash and cash equivalents, beginning of year                         -                        1,741
                                                           ---------------------   -----------------------
Cash and cash equivalents, end of year                              $  43             $       -
                                                           =====================   =======================
Supplemental cash flow information:
   Cash paid for interest                                            -                $       -
                                                           =====================   =======================
   Cash paid for income taxes                                        -                        -
                                                           =====================   =======================
Non cash investing and financing activities:
   Web site acquired with common stock                               -                $     432,000
                                                           =====================   =======================
   Capital contribution of amounts due to affiliates                 -                $     142,992
                                                           =====================   =======================
        to common stock                                     $     189,072                     -
                                                           =====================   =======================
                                                            $        -
                                                           =====================   =======================
 Acquisition of property and equipment
   from affiliate for non cash consideration                         -                $      79,404
                                                           =====================   =======================

      See the accompanying notes to the consolidated financial statements.

                                      F-5

NOTE 1 - ACCOUNTING POLICIES

Organization

The Company was incorporated under the laws of the State of Florida on September
26, 1996. The Company had been in the business of operating and managing an
investment fund, the Winmax Alpha Fund Limited Partnership (Alpha), for which it
was the general partner. The incentive fees, commissions and interest derived
from the operation and management of this fund had accounted for substantially
all of the Company's operating revenue.

Alpha was a Delaware limited partnership formed to trade, invest in, buy, sell
or otherwise acquire, hold or dispose of futures contracts, options on futures
contracts, and all rights and interests pertaining thereto.

During October 2000 the Company terminated Alpha in accordance with the terms of
the Limited Partnership Agreement and returned the limited partners' capital.
Effective with the termination of Alpha the Company had no significant business
operations.

During 2001 the Company commenced business operations as a designer of web sites
and a seller of precious and semi-precious gemstones.

Consolidation

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.

Revenue Recognition

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

Inventory is stated at the lower of cost, determined by specific identification,
or market. Inventory consists principally of purchased gemstones. The unsold
balance of inventory acquired during 2001 of $62,695 was charged to operations
during December 2002.

                                      F-6

Property and Equipment

Property and equipment are recorded at cost. Depreciation is provided over
estimated useful lives of the respective assets on a straight-line basis.
Depreciation is calculated using the expected useful lives of the assets as
follows:

              Furniture, software and office equipment         2 to 5 years

Cash and Cash Equivalents

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.

Web Site Development Costs

The Company's web site will comprise multiple features and offerings. It is
anticipated that the offerings will require future development and refinement.
In connection with the development of its site, the Company will incur external
costs for hardware, software, and consulting services, and internal costs for
payroll and related expenses of its technology employees directly involved in
the development. All hardware costs will be capitalized. Purchased software
costs will be capitalized in accordance with Statement of Position 98-1
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use". All other costs will be reviewed for determination of whether
capitalization or expense as product development cost is appropriate. 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.

Use of Estimates

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 revenues and expenses
during the reporting period. Actual results could differ from those estimates.

                                      F-7

Fair Value of Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management as of December 31, 2001. The
respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values. These financial instruments include cash,
accounts payable and amounts due to shareholders. Fair values were assumed to
approximate carrying values for cash and payables because they are short term in
nature and their carrying amounts approximate fair values or they are payable on
demand.

Impairment of Long Lived Assets

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.
Management has not identified any such impairments at December 31, 2002 other
than those described above.

Earnings Per Share

The Company follows Statement of Financial Accounting Standards 128, "Earnings
Per Share" (SFAS 128). 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 per common share
calculations are determined by dividing net income by the weighted average
number of common shares and dilutive common share equivalents outstanding.
During periods when anti dilutive common stock equivalents, if any, are not
considered in the computation.

Comprehensive Income

The Company follows SFAS 130, "Reporting Comprehensive Income". SFAS 130
establishes standards for reporting and display of comprehensive income and its
components in the financial statements.

Segment Reporting

The Company follows SFAS 131, "Disclosures About Segments of an Enterprise and
Related Information." The Company operates as a single segment as it has not
generated material revenues from the sale of gemstones to date, and will
evaluate additional segment disclosure requirements as it expands its
operations.

                                      F-8

Foreign Currency Translation

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.

Income Taxes

The Company follows SFAS 109, "Accounting for Income Taxes" for recording the
provision for income taxes. Deferred tax assets and liabilities are computed
based upon the difference 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 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 non-current,
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 non-current depending on the
periods in which the temporary differences are expected to reverse.

Reclassifications

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

Stock-Based Compensation

The Company accounts for equity instruments issued to employees for services
based on the fair value of the equity instruments issued and accounts for equity
instruments issued to other than employees based on the fair value of the
consideration received or the fair value of the equity instruments, whichever is
more reliably measurable.

                                      F-9

The Company accounts for stock based compensation in accordance with SFAS 123,
"Accounting for Stock-Based Compensation." The provisions of SFAS 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 Opinion 25, "Accounting for Stock Issued to Employees" (APB 25) 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 25 in
accounting for its stock option incentive plans.

Mineral Interests

The Company records its interest in mineral properties and areas of geological
interest at cost, less expenses recovered and receipts from exploration
agreements. Exploration development costs are deferred until the related project
is placed in production or abandoned. Deferred costs are amortized over the
economic life of the related project following commencement of production, by
reference to the ratio of units produced to total estimated production
(estimated proven and probable reserves), or written off if the mineral
properties or projects are sold or abandoned.

Costs associated with research and pre-exploration and exploration are charged
to operations until a determination is made as to the existence of economically
recoverable mineral reserves. If these costs are incurred by the Company during
a period covered under a generative research and/or exploration program
agreement with a third party, they are expensed until such time as the third
party decides to either reject a property identified during the research and/or
exploration period or proceed with further exploration of the property. If an
election to proceed occurs, future costs are capitalized as incurred. Costs
associated with abandoned projects are expensed at the time of abandonment.

Non-producing mineral interests are initially recorded at acquisition cost. The
cost basis of mineral interests includes acquisition cost, bonus payments made
to attract a joint venture partner, and the cost of exploration and development,
less bonus payments received on unproven properties and advance royalty payments
received. Mineral interests in unproven properties are evaluated on a quarterly
basis for possible impairment. Management evaluation considers all the facts and
circumstances known about each property including: the results of drilling and
other exploration activities to date; the desirability and likelihood that
additional future exploration activities will be undertaken by the Company or by
others; the land holding costs including work commitments, rental and royalty
payments and other lease and claim maintenance commitments; the expiration date
of the lease including any earlier dates by which notice of intent to terminate
the lease must be given in order to avoid work commitments; the accessibility of
the property; the ability and likelihood of joint venturing the property with
others; and, if producing, the cost and revenue of continued operations.

                                      F-10

Unproven properties are considered fully or partially impaired, and are fully or
partially abandoned, at the earliest of the time that: geologic mapping, surface
sample assays or drilling results fail to confirm the geologic concepts involved
at the time the property was acquired; a decision is made not to perform the
work commitments or to make the lease payments required to retain the property;
the Company discontinues its efforts to find a joint venture partner to fund
exploration activities and has decided not to fund those costs itself; or the
time the property interest terminates by contract or by operation of law.

Recent pronouncements

In December 2002, the Financial Accounting Standards Board ("FASB") issued SFAS
148 "Accounting for Stock-Based Compensation--Transition and Disclosure--an
amendment of SFAS 123." SFAS 148 provides alternative methods of transition for
a voluntary change to the fair value based method of accounting for stock-based
employee compensation from the intrinsic value-based method of accounting
prescribed by APB 25. As allowed by SFAS 123, the Company has elected to
continue to apply the intrinsic value-based method of accounting, and has
adopted the disclosure requirements of SFAS 123. The Company currently does not
anticipate adopting the provisions of SFAS 148.

In July 2002, the FASB issued SFAS 146, "Accounting for Costs Associated with
Exit or Disposal Activities." SFAS 146 provides new guidance on the recognition
of costs associated with exit or disposal activities. The standard requires
companies to recognize costs associated with exit or disposal activities when
they are incurred rather than at the date of commitment to an exit or disposal
plan. SFAS 146 supercedes previous accounting guidance provided by the EITF
Issue No. 94-3 "Liability Recognition for Certain Employee Termination Benefits
and Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)." EITF Issue No. 94-3 required recognition of costs at the date
of commitment to an exit or disposal plan. SFAS 146 is to be applied
prospectively to exit or disposal activities initiated after December 31, 2002.
Early application is permitted. The adoption of SFAS 146 by the Company is not
expected to have a material impact on the Company's financial position, results
of operations, or cash flows.

                                      F-11

In April 2002, the FASB issued SFAS 145, "Rescission of FASB Statements No. 4,
44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
Among other things, this statement rescinds FASB Statement No. 4, "Reporting
Gains and Losses from Extinguishment of Debt" which required all gains and
losses from extinguishment of debt to be aggregated and, if material, classified
as an extraordinary item, net of related income tax effect. As a result, the
criteria in APB Opinion No. 30, "Reporting the Results of Operations --
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions," will now be used to
classify those gains and losses. The provisions of SFAS 145 related to the
classification of debt extinguishment are effective for years beginning after
May 15, 2002. The adoption of SFAS 145 by the Company is not expected to have a
material impact on the Company's financial position, results of operations, or
cash flows.

In November 2001, the EITF of the FASB issued EITF 01-9 "Accounting for
Consideration Given by a Vendor to a Subscriber (Including a Reseller of the
Vendor's Products)." EITF 01-9 provides guidance on when a sales incentive or
other consideration given should be a reduction of revenue or an expense and the
timing of such recognition. The guidance provided in EITF 01-9 is effective for
financial statements for interim or annual periods beginning after December 15,
2001. The adoption of EITF 01-9 by the Company did not have a material impact on
the Company's financial statements.

In August 2001, the FASB issued SFAS 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS 144 provides new guidance on the
recognition of impairment losses on long-lived assets with definite lives to be
held and used or to be disposed of and also issued the definition of what
constitutes a discontinued operation and how the results of a discontinued
operation are to be measured and presented. SFAS 144 is effective for fiscal
years beginning after December 15, 2001. The adoption of SFAS 144 did not have a
material impact on the Company's financial position, results of operations, or
cash flows.

In June 2001, the FASB issued SFAS 143, "Accounting for Asset Retirement
Obligations." SFAS 143 requires the fair value of a liability for an asset
retirement obligation to be recognized in the period that it is incurred if a
reasonable estimate of fair value can be made. The associated asset retirement
costs are capitalized as part of the carrying amount of the long-lived asset.
SFAS 143 is effective for fiscal years beginning after June 15, 2002. The
adoption of SFAS 143 is not expected to have a material impact on the Company's
financial position, results of operations or cash flows.

                                      F-12

In June 2001, the FASB issued SFAS 142, "Goodwill and Other Intangible Assets,"
which provides for non-amortization of goodwill and intangible assets that have
indefinite useful lives, annual tests of impairments of those assets and interim
tests of impairment when an event occurs that more likely than not has reduced
the fair value of such assets. The statement also provides specific guidance
about how to determine and measure goodwill impairments, and requires additional
disclosure of information about goodwill and other intangible assets. The
provisions of this statement are required to be applied starting with fiscal
years beginning after December 15, 2001, and applied to all goodwill and other
intangible assets recognized in the financial statements at that date. Goodwill
and intangible assets acquired after June 30, 2001 will be subject to the
non-amortization provisions of the statement. Early application is permitted for
entities with fiscal years beginning after March 15, 2001, provided that the
first interim financial statements had not been issued previously. The Company's
adoption of the provisions of SFAS 142 did not have a material impact on the
Company's financial position, results of operations or cash flows.

In June 2001, the FASB issued SFAS 141, "Business Combinations," which is
effective for all business combinations initiated after June 30, 2001. SFAS 141
requires companies to account for all business combinations using the purchase
method of accounting, recognize intangible assets if certain criteria are met,
as well as provide additional disclosures regarding business combinations and
allocation of purchase price. The adoption of SFAS 141 did not have a material
impact on the Company's financial position, results of operations or cash flows.

Note 2. BASIS OF REPORTING

The Company's financial statements are presented on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business.

The Company has experienced significant losses from operations. For the years
ended December 31, 2002 and 2001 the Company incurred net losses of $6,992,661
and $3,716,540. In addition, the Company has an accumulated deficit of
$11,502,022 and a working capital deficit of $525,984 at December 31, 2002. All
of the Company's revenue for the year ended December 31, 2001 and a significant
portion of the Company's revenue for the year ended December 31, 2002 was
generated from the sale of web sites to an affiliate/consultant who contracted
with the Company to design the sites for his third party clients.

The Company's ability to continue as a going concern is contingent upon its
ability to expand its service operations, generate revenues from the sales of
gemstones and secure additional financing. The Company is pursuing financing for
its operations and seeking to expand its operations. Failure to secure such
financing or expand its operations may result in the Company not being able to
continue as a going concern.

The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.

                                      F-13

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following at December 31, 2002:

     Furniture, software and equipment              $    136,760
     Less: accumulated depreciation                       65,310
                                                      ----------
                                                     $    71,450
                                                      ==========

Depreciation expense was $50,547 and $11,718 the years ended December 31, 2002
and 2001.

NOTE 4 - STOCKHOLDERS' (DEFICIT)

During March 2001 the Company effected a reverse stock split in a ratio of 1 to
25 and during March 2002 the Company effected a reverse stock split in a ratio
of 1 to 20. In addition, during March 2002 the Company decreased its 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. All share and per share amounts
have been adjusted to give effect to these splits.

During 2001 the Company issued 519,750 shares of its common stock valued at
$4,086,817. The shares were issued for services rendered, for future services
and for the design and construction of the Company's web sites. The shares were
valued at the fair market value of the common stock on the dates it was agreed
that the shares were to be issued. Amounts expensed aggregated $3,654,817
amounts issued for future services aggregated $763,183 and amounts attributed to
the web sites aggregated $432,000.

During 2001 an officer of the Company contributed $142,992 in amounts due to him
to the capital of the Company.

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 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 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 From
S-8 registration statements for future issuance pursuant to the Non-Qualified
Stock Award and Option Plan.

                                      F-14

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 shareholder 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
non-cash stock compensation related to the amortization of deferred
compensation.

NOTE 5 - INCOME TAXES

The provision for income taxes for the years presented has been computed in
accordance with SFAS 109, "Accounting for Income Taxes." There are no material
differences between financial statement income and taxable income.

The amounts shown for income taxes in the statements 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.

                                              2002          2001
                                              ----          ----
   Tax at federal statutory rate                34%          34%
   Net operating loss                          (34)         (34)
                                             ------        -----
                                                -%           - %

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    $ 2,000,000
                  Valuation allowance                 (2,000,000)
                                                     ------------
                  Net deferred tax asset             $     -
                                                     =============

                                      F-15

The Company currently has net operating loss carryforwards aggregating
approximately $2,000,000, which expire through 2022. The deferred tax asset of
approximately $700,000 related to these carryforwards has been fully reserved.
The significant difference between the net operating loss and the accumulated
deficit results from non-cash 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.

NOTE 6 - RELATED PARTY TRANSACTIONS

The Company derived all of its revenue in 2001 and approximately 75% of its
revenue in 2002 from sales to an affiliate/consultant. 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 its services in shares of their common stock which the affiliate/consultant
then liquidated and used the proceeds to pay the Company for its services.

The Company acquired property and equipment aggregating $79,404 from an
affiliate during 2001.

During 2001 the Company issued 342,500 shares of its common stock valued at
$2,573,500 to affiliates. The shares were issued for services rendered, for
future services and for the design and construction of the Company's web sites.
The shares were valued at the fair market value of the common stock on the dates
it was agreed that the shares were to be issued. Amounts expensed aggregated
$1,480,667, amounts issued for future services aggregated $233,333 and amounts
attributed to the web sites aggregated $216,000.

During 2002 shareholders of the Company paid expenses on behalf of the Company
aggregating approximately $437,157. In addition, during November 2002 a
shareholder 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.

NOTE 7 - CONCENTRATIONS

The Company derived all of its revenue in 2001 and approximately 75% of its
revenue in 2002 from sales to an affiliate.

                                      F-16

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company currently leases its primary office facilities from an affiliate
pursuant to a month to month lease. The current monthly rent is approximately
$8,000.

Rent expense was $86,600 and $55,715 in 2002 and 2001.

Litigation

During July 1999 the Company entered into a lease agreement for office
facilities for a five-year term commencing during December 1999. The lease
provided for an initial base rent of approximately $4,020 per month plus the
Company's proportionate share of operating expenses. In addition, the lease
provided for annual adjustments to the base rent. During December 1999 the
Company elected not to honor the terms of the new lease and the lessor retained
a $5,000 deposit as liquidated damages and the Company charged the $5,000 to
rent expense during 1999.

During 2001 the lessor filed suit against the Company and a former officer "ELO
Associates II Ltd. V. Winmax Trading Group, Inc. et al" (Case No.
CA-CE-02-004868(14))(17th Judicial District, Broward County Florida). A motion
for default judgment was filed seeking damages of $222,324. During August 2002 a
final judgment was entered in favor of the plaintiff in the approximate amount
of $313,000. This amount is included in accrued expenses at December 31, 2002.

Other

In November 2001 the Company acquired a minority interest from a Malagasy
company Stone & Woods (S&W) that has a number of properties in the Democratic
Republic of Madagascar. According to the Agreement the Company would bear
financial responsibility for an exploration program of certain properties and
S&W would bear sole responsibility for the various governmental lease and
license costs. The Company is currently in the process of developing a testing,
pre-exploration and exploration program with S&W. The Agreement further provides
that from its proposed investment the Company will 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 S&W would
receive the remaining 25%. There can be no assurance that the Company will ever
develop this property or derive economic benefit from it.

                                      F-17

In addition, Company S&W assigned its interest in a certain agreement it had
with Adam Mining Company related to a site. Adam Mining Company, a Malagasy
mining corporation, bears sole responsibility for all site costs while the
Company would be responsible for all administrative details and payments. Adam
Mining Company will retain 75% of the gemstone material extracted from the
properties, while the Company will receive the remaining 25%. Of the Company's
share, S&W would receive 20%. While Adam Mining Company is carrying out a
pre-exploration excavation program on these properties, no exploration program
has previously been conducted on these properties; moreover, no exploration
program is currently being contemplated. There can be no assurance that the
properties will ever be developed or that the Company will derive economic
benefit from the properties.

During July 2001 the Company purchased an interest in a Kimberlite project
located in Saskatchewan, Canada for possible exploration activities. The Company
paid $20,000 for this interest, which is included in other assets at December
31, 2002. The Company intends to develop a testing and exploration program for
this property once the testing exploration programs described above have been
initiated. There can be no assurance that the Company will be successful in its
efforts to develop the property or derive economic benefits from it.

NOTE 9 - SUBSEQUENT EVENTS

On May 2, 2003 the Company settled the litigation in Note 8 for a payment of
$30,000 and the action against the Company was dismissed.

                                      F-18

**Item 8. Changes in and Disagreements with Accountants**

None.

                                    **PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance With Section 16(a) of the Exchange Act**

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,
Executive Officers, and key employees are as follows:

Name                Age     Position                            Term
Gerald E Sklar      64      Chairman, President, CEO           1 year
Mr. Dave Young      57      Vice President, Director           1 year
Anthony K. Miller   47      Director                           1 year
Elaine Prober       84      Director/Honorary                  1 year

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 64, has been our President, Chief Executive Office, 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 1963, 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 57, 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.

                                       20

Mr. Anthony Miller, age 47, 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 84, 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.

Legal Proceedings

None of our Officers, Directors, or persons nominated for such positions or
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.

Meetings of the Board of Directors

We held irregular meetings of our Board of Directors during the fiscal year
ended December 31, 2002.

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 were delinquent in any necessary filings
under Section 16(a).

                                       21
**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

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

Gerald Sklar          2002      0      0          0        550,000           0           0           0
                      2001      0      0          0        160,000           0           0           0
                      2000      0      0          0           0              0           0           0

David Young           2002      0      0          0      1,060,000           0           0           0
Director,             2001      0      0          0         25,000           0           0           0
Vice President        2000      0      0          0           0              0           0           0

Elaine Prober         2002      0      0          0        530,000           0           0           0
Director              2001      0      0          0          5,000           0           0           0
                      2000      0      0          0           0              0           0           0

Ralph Pistor          2002      0      0          0           0              0           0           0
Former                2001      0      0          0        100,000           0           0           0
President             2000   $44,000   0          0           0              0           0           0

(1)  None of our Officers or Directors owned any unexercised options as of
     December 31,2002.No stock appreciation rights were exercised during such
     year or were outstanding at the end of the year.

                                       22
**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:
        o   Each shareholder known by us to own beneficially more than five
               percent (5%) of our common stock;
        o   Each Executive Officer;
        o   Each Director or nominee to become a Director; and
        o   All Directors and Executive Officers as a group.

Security Ownership of Beneficial Owners:
                                                                  Nature of
Title of Class   Name & Address                   Beneficial   Percent of
                 Of Beneficial Owner   Amount  Ownership  Class

Common           Gerald E. Sklar      4,197,911    Direct        40.22%
                 5920 Macleod Trail
                 Suite 208
                 Calgary, Alberta T2H 0K2

Common           Dave Young           1,085,000    Direct         10.39%
                 5920 Macleod Trail
                 Suite 208
                 Calgary, Alberta T2H 0K2

Common           Elaine Prober          535,000    Direct          5.13%
                 5920 Macleod Trail
                 Suite 208
                 Calgary, Alberta T2H 0K2
-------------------------------------------------------------------------------
Common      TOTAL                    5,817,911                     55.74%

                                       23

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

Common          Gerald E. Sklar,         4,197,911     Direct        40.22%
                Chief Executive Officer,
                Chairman of the Board
                of Directors, President
                5920 Macleod Trail
                Suite 208
                Calgary, Alberta T2H 0K2

Common          Dave Young, Director     1,085,000     Direct        10.39%
                5920 Macleod Trail
                Suite 208
                Calgary, Alberta T2H 0K2

Common          Elaine Prober, Director    535,000     Direct         5.13%
                5920 Macleod Trail
                Suite 208
                Calgary, Alberta T2H 0K2

Common          Anthony Miller, Director     0           N/A            0
                5920 Macleod Trail
                Suite 208
                Calgary, Alberta T2H 0K2
-------------------------------------------------------------------------------
Common      All directors and
               executive                5,817,911                     55.74%
               as a group

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 principle stockholders is
related by blood or marriage.

                                       24
**Item 12. Certain Relationship and Related Transactions**
Not Applicable.

**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*

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

We hereby incorporate the following documents by reference: Our Quarterly Report
on Form 10-QSB and amendments for the quarters ended March 31, 2002, June 30,
2002, and September 30, 2002 which were filed with the Securities and Exchange
Commission on May 24, 2002, September 16, 2002, and November 19, 2002
respectively.

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 October 28, 2002 to disclose that on September 17, 2002,
our Board of Directors unanimously approved amending our Articles of
Incorporation to increase our authorized common stock from 2,500,000 to
750,000,000 shares. The Board submitted the proposal to a vote of our
shareholders and on October 18, 2002, our shareholders approved the proposal. On
October 25, 2002, we submitted our Amended Articles of Incorporation to the
State of Florida for filing with the Division of Corporations. Our preferred
shares were not affected by the proposal. We attached our Amended Articles of
Incorporation as an exhibit to our Form 8-K.

                                       25
**Item 14. Controls and Procedures**

Our Chief Executive Officer/Chief Financial Officer/Principal Accounting Officer
evaluated our disclosure controls and procedures within the 90 days preceding
the filing date of this annual report. Based upon this evaluation, the Chief
Executive Officer/Chief Financial Officer/Principal Accounting Officer concluded
that our disclosure controls and procedures are effective in ensuring that
material information required to be disclosed is included in the reports that we
file with the Securities and Exchange Commission.

There were no significant changes in our internal controls or, to the knowledge
of our management, in other factors that could significantly affect these
controls subsequent to the evaluation date.

                                       26
**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:    May 9, 2002

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:    May 9, 2002

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

Date:    May 9, 2002

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

Date:    May 9, 2002

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

Date:    May 9, 2002

By:      /s/Elaine Prober
         Elaine Prober, Director

                                       27

CERTIFICATION ACCOMPANYING PERIODIC REPORT PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

                                 **CERTIFICATIONS**
                                 --------------
I,Gerald Sklar, certify that:

1. I have reviewed this annual report on Form 10-KSB of Winmax Trading Group,
     Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;
3. Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
        information relating to the registrant, including its consolidated
        subsidiaries, is made known to us by others within those entities,
        particularly during the period in which this annual report is being
        prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
        procedures as of a date within 90 days prior to the filing date of this
        annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of
        the disclosure controls and procedures based on our evaluation as of the
        Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
     most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):
a) all significant deficiencies in the design or operation of internal controls
        which could adversely affect the registrant's ability to record, process
        summarize and report financial data and have identified for the
        registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
        employees who have a significant role in the registrant's internal
        controls; and
6. The registrant's other certifying officers and I have indicated in this
     annual report whether there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: May 9, 2003

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

* Provide a separate certification for each principal executive officer and
principal financial officer of the registrant. See Rules 13a-14 and 15d-14. The
required certification must be in the exact form set forth above.

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