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 fiscal year ended December 31, 2004

                         Commission file number: 0-29751

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

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

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

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

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

        Title of each class         Name of each exchange on which registered
        -------------------         -----------------------------------------
           Common Stock                              Pinksheet

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. |X| Yes |_| No

Indicate by check mark if disclosure of delinquent filers pursuant 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.

<PAGE>

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. The aggregate market value of the
voting and non-voting common equity held by non-affiliates as of April 27, 2005
was approximately $11,320,581.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Not Applicable.

Our revenues for the year ended December 31, 2004 was $355,820

                   (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 22,641,162 shares of our common stock outstanding.

Documents Incorporated by reference: None

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


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<PAGE>

                                TABLE OF CONTENTS
                          ANNUAL REPORT ON FORM 10-KSB

                          YEAR ENDED DECEMBER 31, 2004


                                     PART I

Item 1.     Description of Business...........................................4
Item 2.     Description of Property...........................................9
Item 3.     Legal Proceedings................................................10
Item 4.     Submission of Matters to a Vote of Security Holders..............10

                                     PART II

Item 5.     Market for Common Equity, Related Stockholder Matters and Small
                Business Issuer Purchases of Equity Securities...............10
Item 6.     Management's Discussion and Analysis or Plan of Operation........12
Item 7.     Financial Statements.............................................16
Item 8.     Changes in and Disagreements With Accountants on Accounting and
            Financial Disclosure.............................................17
Item 8A.    Controls and Procedures..........................................17
Item 8B.    Other Information................................................18

                                    PART III

Item 9.     Directors, Executive Officers, Promoters and Control Persons;
            Compliance With Section 16(a) of the Exchange Act................18
Item 10.    Executive Compensation...........................................20
Item 11.    Security Ownership of Certain Beneficial Owners and Management...21
Item 12.    Certain Relationships and Related Transactions...................22
Item 13.    Exhibits.........................................................23
Item 14.    Principal Accountant fees at Source..............................23


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                                     PART I


Forward-Looking Statements

The following discussion and analysis of our operations should be read in
conjunction with our financial statement for the period ended December 31, 2004
and notes thereto. This annual report on Form 10-KSB for the period ended
December 31, 2004 contains "forward-looking statements", within the meaning of
such term in Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors that could cause the actual
financial or operating results of the Company to be materially different from
the historical results or from any future results expressed or implied by such
forward-looking statements. Winmax Trading Group, Inc. is referred to herein as
"we," "our" or "us." The words or phrases "would be", "may allow," "intends to,"
"may likely," "are expected to," "may continue," "is anticipated," "estimate,"
"project," or similar expressions are intend to identify "forward-looking
statements". Such statements include those concerning our expected financial
performance, our corporate strategy and operational plans. Actual results could
differ materially from those projected in the forward-looking statements as a
result of a number of risks and uncertainties, including: (a) intense
competition in the web development design, web casting, Internet solutions,
e-commerce, and retail business (b) whether we are able to manage our planned
growth efficiently, including whether our management will be able to identify,
hire, train, retrain, motivate, and manage required personnel or that management
will be able to manage and exploit existing and potential market opportunities
successfully, and (c) whether we are able to generate sufficient revenues or
obtain financing to sustain and grow our operations. We are still in the early
stage of building and expanding the company and have not generated sufficient
revenues to maintain day to day operations.

Statements made herein are as of the date of the filing of this Form 10-KSB with
the Securities and Exchange Commission and should not be relied upon as of any
subsequent date. Unless otherwise required by applicable law, we do not
undertake, and we specifically disclaim any obligation, to update any
forward-looking statements to reflect occurrence, developments, unanticipated
events or circumstances after the date of such statement.


ITEM 1. DESCRIPTION OF BUSINESS

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

BUSINESS DEVELOPMENT

We were incorporated in the state of Florida on September 26, 1996 to engage in
commodities futures trading. From approximately November 1996 until October
2000, we managed a commodities futures investment fund, the Winmax Alpha Fund
Limited Partnership, of which we were the general partner. From October 2000
until May 2001, we had no significant operations or business plan. In June of
2001, our sole officer and director, Ralph Pistor, sold 100,000 shares of our
common stock held by him, which represented a majority of our then outstanding
common stock, to Gerald Sklar. In connection with the purchase of the 100,000
shares of our common stock by Gerald Sklar, the following occurred:


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<PAGE>


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

OUR CORPORATE STRATEGY

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

In 2003, management decided to abandon any interests in or financing of
prospecting possible gemstone material. We added the opening of Retail
Merchandising Units (RMU's) to our corporate strategy of finishing and marketing
gemstone material and finished jewelry through our Internet website. During 2003
and 2004, management recognized the need to grow sales in our gemstone marketing
division and opened several RMU's in key locations as test markets. In 2004,
management re-assessed the viability of our RMU locations and subsequently
closed several RMU's. For the year ending December 31, 2004 we had eight RMU's
open, which remained under management's review. As of May 1, 2005 we have one
inline RMU in operation and are looking at expanding on our inline RMU model.

OUR PRINCIPAL PRODUCTS/SERVICES/DISTRIBUTION METHODS AND MARKETS

WEB DEVELOPMENT AND INTERNET SERVICES

Our Web Development, Multimedia and Internet services are accomplished through
our in-house employees or through outside consultants whom we hire on an "as
needed" basis. During the year ended December 31, 2004, approximately 48% of our
revenues was from sales in web development, multimedia and Internet solutions.

OUR WEB DEVELOPMENT, MULTIMEDIA AND INTERNET SERVICES INCLUDE:

WINMAX MEDIA

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


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<PAGE>

WINMAX INTERNET SOLUTIONS (WINMAXIS)

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

THEGEMSTORE, INC. AND THEGEMSTORE.COM, INC.

Since 2003, we have engaged in the Internet marketing and retailing of
gemstones, jewelry and accessories through TheGemstore subsidiary. During 2003
and 2004 we established 13 RMU's, on a test basis, for the sale of gemstones,
jewelry and accessories. Management re-assessed the viability of our RMU test
locations and, in 2004, closed five RMU's. As of May 1, 2005 we have one inline
RMU's open. We are currently looking at expanding our inline style RMUs.

Our gemstone business has, up to December 31, 2004, been limited to:

i. the development of our website located at www.thegemstore.com through which
we sell our finished jewelry products as well as retail outlets; and, ii. the
acquisition of Global Gemstone and Jewelry Inc., through which we obtained some
gemstone inventory. Global Gemstone & Jewelry Inc. ("Global Gemstone"), our
wholly owned subsidiary, creates our custom-made jewelry in Changmi, Thailand.
The finished product is made available on the company's Internet website,
through private parties and through our RMU's.

OUR CUSTOMERS

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

For the year ended December 31, 2004 approximately 48% of our sales were from
one client, Immtech International, Inc., through our web and media division.

WEB DEVELOPMENT AND INTERNET SERVICES

For the year ended December 31, 2004, approximately 52% of our revenue was from
our RMU's and approximately 48% was derived from web development, multimedia and
Internet Solutions sales.

GEMSTONE BUSINESS

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


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<PAGE>

OUR BILLING PRACTICES

WEB DEVELOPMENT, INTERNET SERVICES AND RETAILING

We typically require payment in advance of rendering our website development and
Internet services. In some case we receive payment on completion.

GEMSTONE BUSINESS

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

GEOGRAPHIC MARKETS

WEB DEVELOPMENT AND INTERNET SERVICES

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

GEMSTONE BUSINESS

These services will be offered throughout the world by Internet, through direct
contact with buyers and through retail outlets located in the United States.

COMPETITIVE BUSINESS CONDITIONS

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

SUPPLIERS

WEB DEVELOPMENT AND INTERNET SERVICES

We supply our own services in-house and/or through contract consultants.

GEMSTONE BUSINESS

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

SOURCES AND AVAILABILITY OF RAW MATERIALS

WEB DEVELOPMENT INTERNET SERVICES

We do not use raw materials in this aspect of our business.


                                       7
<PAGE>

GEMSTONE BUSINESS

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

PATENTS, TRADEMARKS AND LICENSES

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

REGULATORY MATTERS

WEB DEVELOPMENT AND INTERNET SERVICES

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

GEMSTONE BUSINESS

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

COMPLIANCE WITH ENVIRONMENTAL REGULATIONS

WEB DEVELOPMENT AND INTERNET SERVICES

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

GEMSTONE BUSINESS

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

FUTURE REGULATION

WEB DEVELOPMENT AND INTERNET SERVICES

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


                                       8
<PAGE>

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

EMPLOYEES

As of December 31, 2004, we had 58 employees of which 29 are fulltime and 29 are
part time. Of the full time employees, 2 are executive officers, Gerald E.
Sklar, who is responsible for directing our overall operations and David M.
Young, our Vice President, who is responsible for customer relations, RMU leases
and Insurance. 33 are engaged in sales and the 26 are fulltime employees who
handle the overall operations. The part time employees work in our Retail
Merchant Units.


ITEM 2. DESCRIPTION OF PROPERTY

During the year ended December 31, 2004, 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) 918-4513. Our lease is a one-year
agreement with an unaffiliated landlord. The monthly rent is $1200.

5920 MACLEOD TRAIL, SUITE 800, CALGARY, ALBERTA CANADA, T2H 0K2

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

BANGKOK, THAILAND

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

RETAIL OUTLETS

As of the date of this filing the Florida store lease is $3,638 per month and
the New York store lease is $8,000 per month.


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<PAGE>

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


ITEM 3. LEGAL PROCEEDINGS

We have no other material litigations pending or other legal matters.


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

None

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our Common Stock is quoted in the Pink Sheets LLC under the symbol "WMTG." The
high and low information for each quarter of the two most recent fiscal years is
presented below. The quotations are inter-dealer prices without adjustment for
retail markups, markdowns or commissions and do not necessarily represent actual
transactions. These prices may not necessarily be indicative of any reliable
market value. On April 4, 2005 the last reported sale price of the Common Stock
on the Pinksheets was $0.85 per share.

The following table summarizes the low and high prices for our Common Stock for
each reporting quarter for the fiscal years ended December 31, 2003 and 2004.

                     QUARTER                    HIGH         LOW
                     --------------------------------------------
                     2003 First Quarter        $0.14       $0.03
                     2003 Second Quarter       $0.28       $0.05
                     2003 Third Quarter        $0.26       $0.09
                     2003 Fourth Quarter       $2.39       $0.13
                     --------------------------------------------
                     2004 First Quarter        $0.85       $0.31
                     2004 Second Quarter       $0.79       $0.28
                     2004 Third Quarter        $1.20       $0.50
                     2004 Fourth Quarter       $1.06       $0.61


HOLDERS

As of December 31, 2004, we had 22,641,162 shares outstanding, which were held
by approximately 63 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.


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<PAGE>

DIVIDENDS

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

RECENT SALES OF UNREGISTERED SECURITIES

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

On April 2, 2004 we issued 2,350,000 shares valued at $0.31 pre share for a
total value of $728,500 of our common stock as follows: Dirk Witte 500,000
shares for contract work; Marc At-Thion 500,000 shares for contract work; Stu
Nichol 100,000 shares for contract work; Andrew Armstrong 100,000 shares for
contract work; Blaine Ruzycki 500,000 for contract work; Michelle Balic 500,000
for contract work; Alex Holterman 50,000 shares for contract work and
Christopher Woodman 100,000 for commencement of employment. These shares were
issued as restricted 144 shares under section 4 (2) of the Securities Exchange
act of 1933 and 1934. The contract work varies per individual but on aggregate
the contracts encompasses gemstone and jewelry procurement in Asia and Africa,
provide security and security advice for our operations, and to provide
financial analysis on possible acquisitions and operations. The contract work
changes from time-to-time as management sees fit.

On July 28, 2004, 200,000 shares were issued for consulting service to MJD
Consulting. Shares were valued at $0.85 which was market value on July 28, 2004
for a total value of $170,000.

On December 22, 2004, a total of 3,934,426 shares were issued to the majority
shareholder and CEO of the company valued at $0.61 per share for a total value
of $2,400,000. The shares issued were issued at market value and repaid a
portion of the loan Payable - Stockholder due to the majority shareholder.

All of the above share issuances were made pursuant to exemptions from
registration pursuant to Section 4(2) of the Securities Act of 1933. All of the
shares were issued to employees and consultants of the Company who had access to
the type of information contained in a registration statement. There were no
underwriters or placement agents involved, nor any underwriting discounts or
sales commission paid.


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ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS

Forward-Looking Statements

The following discussion and analysis of our operations should be read in
conjunction with our financial statement for the period ending December 31, 2004
and notes thereto. This annual report on Form 10-KSB for the period ending
December 31, 2004 contains "forward-looking statements", within the meaning of
such term in Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors that could cause the actual
financial or operating results of the Company to be materially different from
the historical results or from any future results expressed or implied by such
forward-looking statements. Winmax Trading Group, Inc. is referred to herein as
"we," "our" or "us." The words or phrases "would be", "may allow," "intends to,"
"may likely," "are expected to," "may continue," "is anticipated," "estimate,"
"project," or similar expressions are intend to identify "forward-looking
statements". Such statements include those concerning our expected financial
performance, our corporate strategy and operational plans. Actual results could
differ materially from those projected in the forward-looking statements as a
result of a number of risks and uncertainties, including: (a) intense
competition in the web development design, web casting, Internet solutions,
e-commerce, and retail business (b) whether we are able to manage our planned
growth efficiently, including whether our management will be able to identify,
hire, train, retrain, motivate, and manage required personnel or that management
will be able to manage and exploit existing and potential market opportunities
successfully, and (c) whether we are able to generate sufficient revenues or
obtain financing to sustain and grow our operations. We are still in the early
stage of building and expanding the company and have not generated sufficient
revenues to maintain day to day operations.

Statements made herein are as of the date of the filing of this Form 10-KSB with
the Securities and Exchange Commission and should not be relied upon as of any
subsequent date. Unless otherwise required by applicable law, we do not
undertake, and we specifically disclaim any obligation, to update any
forward-looking statements to reflect occurrence, developments, unanticipated
events or circumstances after the date of such statement.

OVERVIEW OF OPERATIONS

Winmax's management continues to development its web development and internet
related services (Winmax Media and WinmaxIS). In 2004, our media and IT
divisions generated revenues through website design, corporate video productions
and IT support. In 2004 our media and IT division made up 48% of our revenue
which is attributed to one customer, Immtech International. We expect our media
and IT divisions to expand our customer base and continue to be a major
contributor to our overall revenue.

In 2003 the Company began retail operations in the gemstone jewelry business
opening three test Retail Merchant Units (RMUs). In 2004 we continued to expand
our test locations and started to assess the RMU's viability in selling
gemstone, jewelry, minerals and accessories. Management has opted to close
certain locations that were not meeting minimum requirements and continue to
monitor the remaining locations. By December 31, 2004 there were seven kiosk
style RMU's and one inline RMU. As of date of this filing there is one RMU in
operations.

Management continues to support the retailing of gemstone, jewelry, minerals and
accessories. Subsequent to management's assessment, the focus for kiosk style
RMU's will shift to selling minerals and accessories, whereas our inline style
RMU's will focus on selling our gemstones and Jewelry.

Management believes that the difference in RMU performance may be attributable
to the following:

Inline stores can command a higher price which is more suitable for our
gemstones and jewelry. Inline stores are easier to brand our jewelry with
customers. It is easier to validate the authenticity of our gemstones and
jewelry within an inline RMU. Our minerals meet customers price points in the
kiosk style RMU's. Our minerals tend to be unique and attract attention in high
traffic flow areas.


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<PAGE>

Winmax Trading Group, Inc. has continued to rely on our major Shareholder and
CEO for capital to maintain operations while testing our retail business model
in key locations. In order to implement our overall business strategy Winmax
remains heavily dependant upon our ability to receive financing, as our
operations are not self-sufficient. In order to achieve self-sufficiency Winmax
must expand all areas of business in order to generate increased revenues. The
failure by Winmax to secure additional financing may result in its inability to
continue operations. To date Winmax has been unsuccessful in obtaining financing
sufficient to meet its day-to-day needs from sources other than our major
shareholder. Although we are pursuing a financing to expand our operations there
are no assurances we will be successful in obtaining such financing.

SUBSEQUENT EVENTS

Post December 31, 2004, Winmax Trading Group, Inc continued its current business
while management continued to close down RMU's that do not meet minimum
requirements. To date we have one inline RMU's in operations.

RISKS AND UNCERTAINTIES

During the 12 months ended December 31, 2004 and December 31, 2003 we incurred
net losses of $3,608,391 and $895,520 respectively. We expect to continue to
generate losses until our revenues increase. For these same periods, we had
total revenues of $355,820 and $582,377, and operating expenses of $3,964,211
and $1,740,897, respectively. There is no assurance we can increase our revenue
sources and it is unlikely that we can lower our expenses in our present mode of
operations. Approximately 48% of our 2004 revenue was from one client, Immtech
International. There is no guarantee that Immtech International will continue as
a client. We may never earn a profit. If we continue to lose money over a
protracted period of time we may be forced to discontinue our operations.

For the 12 months ended December 31, 2004 we financed portions of our operations
from $355,820 in revenue and $2,859,809 from our CEO, the majority shareholder,
in the form of a shareholders loan. On December 22, 2004 our CEO, the majority
shareholder, converted the shareholders loan for a total of 3,934,426 shares
valued at $0.61 per share for a total value of $2,400,000 leaving an ending
balance due to shareholder of $1,064,243.

As of December 31, 2004, we have only $0 of cash, and can not meet our
operational goals and business plan. We have required, and continue to require,
substantial capital to fund our business operations.

We have no commitments, agreements or understandings regarding additional
financing and we may be unable to obtain additional financing either on
satisfactory terms or at all. We expect to pursue additional financing through
debt or equity financing. If additional funds are raised or acquisitions are
made by issuing our equity securities there will be dilution to the equity
securities of our existing shareholders. We may also incur debt or assume
substantial indebtedness. Accordingly, the inability to obtain such financing
could have a material adverse effect on our business, financial condition and
results of operations.

MATERIAL CHANGES IN RESULTS OF OPERATIONS

THE YEAR ENDED DECEMBER 31, 2004 COMPARED WITH THE YEAR ENDING DECEMBER 31, 2003

In 2003 we started to implement our business plan to market gemstone, jewelry,
minerals and accessories through retail merchandising units (RMUs). In 2004,
management assessed our RMU's and reorganized our locations closing eight RMUs
leaving five RMU's as of December 31, 2004. As of May 1, 2005 there is one RMU.
As part of management assessment and reorganization of our retail outlets, we
will re-focus opening kiosk style RMUs to the selling of minerals and
accessories while our inline store(s) will focus on retailing our gemstones,
jewelry and accessories. For 2005, we will focus on implementing this change and
concentrate on opening new locations.


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<PAGE>

REVENUES

Revenues for the 12 months ended December 31, 2004 decreased to $355,820 from
$582,377 for the same period in 2003. Our media division accounted for 48% of
revenue in 2004 and our retail operations accounted for the remaining 52%.
Revenue from our media division came from one client, Immtech International, in
2004 of which they were also was our primary revenue source for 2003. The
decrease in revenue from our media division from 2003 is the main cause in the
decrease in our 2004 revenue.

COST OF SALES

Cost of sales consists in primarily of direct cost related to sales. Cost of
sales decreased to $51,422 from $219,482 for the same period in 2003. The
decrease in cost of sales is attributable to Winmax's increase in sales from our
retail operations which provide a higher gross profit margin.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses increased to $3,014,289 for the year ended
December 31, 2004 from $1,331,815 for the year ended December 31, 2003. This
increase is primarily attributable to an increase in operational activities of
our retail operations in 2004. As of December 31, 2003, Winmax had three (3)
RMU's in operations. In 2004, we explored several additional locations as test
markets adding 10 RMUs to our initial 3 RMUs. As of December 31, 2004, based on
our management assessment, five of the units were closed. The increase in
operational activity directly affected our increase operational cost for the
2004 year.

The increase is also attributable to an increase in non-cash stock compensation
to employees and consultants which increased from $189,600 to $898,500

NET LOSS

For the year ended December 31, 2004 and December 31, 2003 net loss was
$3,608,391 and $895,520 respectively. The increase in net loss is primarily
attributable to the increase in General and Administrative expenses.

LOSS PER SHARE

The loss per share for the year ended December 31, 2004 was $(0.22) compared
with the loss per share of $(0.08) for the year ended December 31, 2003.
Although we increased the number of test units, sales were not meeting
management's requirements and consequently we closed eight of our RMU's in 2004.
The increase in our retail operations did not correlate to sufficient increases
in revenue to cover our increased operating cost, resulting in a larger net loss
for 2004.


                                       14
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES AT DECEMBER 31, 2004

Net cash used in our investing, financing and operating activities for the year
ended December 31, 2004 was $4,820 compared to $4,777 provided from all
activities for the same period in 2003. In 2004, cash flow used in operations
was ($2,316,532), cash flow used in Investments was ($175,444), cash flow from
financing was $2,859,809, and the effects of exchange rate changes on cash was
($372,653) compared with $(972,217), ($138,889), $1,208,064 and ($92,171),
respectively, in the year ended 2003. The loss on exchange rates is due to the
weakening in the U.S. dollar compared to the Canadian dollar. Our head gemstore
office and the majority of our full time employees work in Canada and are paid
in Canadian dollars. The majority of our sales are paid in U.S. dollars.

CASH AT DECEMBER  31, 2004 WAS $0 COMPARED TO $4,820 ON DECEMBER  31, 2003

We have experienced significant losses from our operations. For the year ended
December 31, 2004 we incurred a net loss of $3,608,391 compared to the net loss
of $895,520 during 2003. In addition, at December 31, 2004 we had an accumulated
deficit of $16,005,933 and stockholders' deficit of $1,141,738. Our ability to
turn a profit is contingent upon, but not exclusive to, our ability to expand
our Winmax Media and The Gemstore subsidiaries and to secure additional
financing to fund said expansion. Although we are pursuing financing to expand
our operations there are no assurances we will be successful in obtaining such
financing. Our failure to secure financing will limit our growth and profit
potential as well as our ability to stay in business.


                                       15
<PAGE>

Item 7. Financial Statements

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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


We have audited the consolidated balance sheet of Winmax Trading Group, Inc. and
Subsidaries (the "Company") as of December 31, 2004 and the related consolidated
statements of operations, stockholders equity, and cash flows for each of the
two years in the period then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with the Standards of the Public Company
Accounting Oversight Board (United States). 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. and Subsidiaries as of December 31, 2004, and the results of its
operations and its
cash flows for each of the two years in the period then ended in conformity with
United States generally accepted accounting principles.


Goldstein Golub Kessler LLP
Certified Public Accountants

New York, New York
April 22, 2005


                                       16
<PAGE>


                           Winmax Trading Group, Inc.
                           Consolidated Balance Sheet
                                December 31, 2004

Assets

Current assets

 Accounts Receivable                                               $      3,838
 Inventory                                                              104,926
 Prepaid expenses and other assets                                        7,050
                                                                   ------------
      Total current assets                                              115,814
                                                                   ------------

Property and equipment, net                                             233,811
                                                                   ------------
      Total Assets                                                 $    349,625
                                                                   ============

Liabilities and Stockholders' Deficiency

  Current Liabilities - Accounts payable & accrued expenses        $    427,120
  Loan Payable - stockholder                                          1,064,243
                                                                   ------------
      Total Liabilities                                               1,491,363
                                                                   ------------
Stockholders' Deficiency
  Common stock,$.001 par value; authorized 750,000,000 shares,
  Issued and outstanding 22,641,162 shares                         $     22,641
  Additional paid-in capital                                         15,224,210
  Accumulated other comprehensive (loss)                               (382,656)
  Accumulated deficit                                               (16,005,933)
                                                                   ------------
            Stockholders' deficiency                                 (1,141,738)
                                                                   ------------
Total Liabilities & Stockholders' Deficiency                       $    349,625
                                                                   ============

See the accompanying notes to the consolidated financial statements.


                                      F-1
<PAGE>

                           Winmax Trading Group, Inc.
                      Consolidated Statement of Operations
                     Years Ended December 31, 2004 and 2003


                                                       2004            2003
                                                   ------------    ------------
Revenue:
   Sales - Retail                                  $    184,235    $     45,625
   Sales - Websites                                $    171,585    $    536,752
                                                   ------------    ------------
                                                        355,820         582,377
                                                   ------------    ------------
Operating Costs and Expenses:
  Cost of sales                                          51,422         219,482
  Non cash stock compensation                           898,500         189,600
  General and administrative                          3,014,289       1,331,815
                                                   ------------    ------------
                                                      3,964,211       1,740,897
                                                   ------------    ------------
(Loss) from operations                               (3,608,391)     (1,158,520)
                                                   ------------    ------------
Other income (expense):
  Gain on settlement of debt                                 --         263,000
                                                   ------------    ------------
Net loss                                             (3,608,391)       (895,520)

Other comprehensive Loss:
  Foreign currency translation adjustment              (283,767)        (92,171)
                                                   ------------    ------------
Comprehensive loss                                 $ (3,892,158)   $   (987,691)
                                                   ============    ============
Weighted-average number of common shares
outstanding - basic and diluted                      18,091,599      12,209,334
                                                   ============    ============
Net loss per common share -basic & diluted         $      (0.22)   $      (0.08)
                                                   ============    ============


See the accompanying notes to the consolidated financial statements.


                                      F-2
<PAGE>

                           Winmax Trading Group, Inc.
               Consolidated Statement of Stockholders' Deficiency
                     Years Ended December 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                                            Accumulated
                                                              Additional       Other
                                  Common         Stock         Paid-in      Comprehensive   Accumulated
                                  Shares         Amount        Capital          loss         (Deficit)          Total
                               ------------   ------------   ------------   ------------    ------------    ------------
<S>                              <C>          <C>            <C>            <C>             <C>             <C>
Balance January 1, 2003          10,318,087   $     10,319   $ 11,063,887   $     (6,718)   $(11,502,022)   $   (434,534)

Common shares issued
for services                      1,275,000          1,275        188,325             --              --         189,600

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

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

Net (loss) for the year                  --             --             --             --        (895,520)       (895,520)
                               ------------   ------------   ------------   ------------    ------------    ------------
Balance December 31,2003         16,156,736         16,156     11,932,195        (98,889)    (12,397,542)       (548,080)

Common shares issued
for services                      2,550,000          2,550        895,950             --              --         898,500

Issuance of common stock
in conversion of stockholder
debt                              3,934,426          3,935      2,396,065             --              --       2,400,000

Currency translation
adjustment                               --             --             --       (283,767)             --        (283,767)

Net (loss) for the year                  --             --             --             --      (3,608,391)     (3,608,391)
                               ------------   ------------   ------------   ------------    ------------    ------------

Balance December 31, 2004        22,641,162   $     22,641   $ 15,224,210   $   (382,656)   $(16,005,933)   $ (1,141,738)
                               ============   ============   ============   ============    ============    ============
</TABLE>


  See the accompanying notes to the consolidated financial statements.


                                      F-3
<PAGE>

                           Winmax Trading Group, Inc.
                      Consolidated Statements of Cash Flows
                     Years Ended December 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                                    2004           2003
                                                                 -----------    -----------
<S>                                                              <C>            <C>
Cash flows from operating activities:
Net (loss)                                                       $(3,608,391)   $  (895,520)
  Adjustments to reconcile net (loss) to net
   cash provided by operating activities:
   Depreciation                                                       95,391         56,591
   Common stock issued for services                                  898,500        189,600
   Gain on settlement of debt                                             --       (263,000)
Changes in assets and liabilities:
   Increase in accounts receivable                                    (3,740)            --
   Increase in inventory                                             (73,133)       (28,548)
   Decrease in prepaid expense                                         3,304          1,241
   Decrease in other assets                                               --         20,000
   (Decrease) increase in accounts payable and accrued expense       371,537        (52,581)
                                                                 -----------    -----------
  Net cash provided by (used in) operating activities             (2,316,532)      (972,217)
                                                                 -----------    -----------
Cash flows from investing activities:
   Purchase of property and equipment                               (175,444)      (138,899)
                                                                 -----------    -----------
Cash flows from financing activities:
  Proceeds from loan payable - stockholder                         2,859,809      1,208,064
                                                                 -----------    -----------

Effect of exchange rate changes on cash                             (372,653)       (92,171)
                                                                 -----------    -----------
Net decrease in cash                                                  (4,820)         4,777

Cash at beginning of year                                              4,820             43
                                                                 -----------    -----------
Cash at end of year                                              $         0    $     4,820
                                                                 ===========    ===========
Supplemental schedule of non cash financing activity
Conversion of stockholder loans to common stock                  $ 2,400,000    $   684,545
                                                                 ===========    ===========
</TABLE>

      See the accompanying notes to the consolidated financial statements.


                                      F-4
<PAGE>

                          Notes to Financial Statements
                                December 31, 2004


NOTE 1 - ACCOUNTING POLICIES

During 2001, Winmax Trading Group, Inc. (the "Company") commenced business
operations as a designer of Web sites and a seller of precious and semi-precious
gemstones.

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

The Company recognizes revenue in accordance with the Securities and Exchange
Commission's Staff Accounting Bulletin No. 104 "Revenue Recognition" ("SAB
104"). Revenue related to merchandise sales is recognized at the time of sale
reduced by a provision for returns. The provision for returns is based on
historical evidence of the Company's return rate. To date this evidence of
returns is negligible so no current provision has been made for returns. Revenue
related to Web site sales is recognized on completion of the site and acceptance
by the customer.

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

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

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

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

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

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

Long lived assets held and used by the Company are reviewed for possible
impairment whenever events or circumstances indicated the carrying amount may
not be recoverable or is impaired.

                                      F-5
<PAGE>


                          Notes to Financial Statements
                                December 31, 2004

The Company follows Statements of Financial Accounting Standards ("SFAS") No.
128, Earnings per Share. Basic (loss) per common share calculations are
determined by dividing net income (loss) by the weighted-average number of
shares of common stock outstanding during the year. Diluted income (loss) per
common share reflects the potential dilution that could occur from common shares
issuable through stock options, restricted stock and other convertible
securities, There was no potential common stock issuable for the years ended
December 31,2004 and 2003.

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

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

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

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

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

The Company accounts for stock-based compensation in accordance with SFAS No.
123, Accounting for Stock-Based Compensation. The provisions of SFAS No. 123
allow companies to either expense the estimated fair value of stock options or
to continue to follow the intrinsic value method set forth in Accounting
Principles Board ("APB") Option No. 25, Accounting for Stock Issued to
Employees, but disclose the pro forma effects on net income (loss) had the fair
value of the options been expensed. The Company has elected to continue to apply
APB No. 25 in accounting for its stock option incentive plans. No options have
been issued during the years ended December 31, 2004 and 2003 and no options are
outstanding.


                                      F-6
<PAGE>

                          Notes to Financial Statements
                                December 31, 2004

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

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


NOTE 2. PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

                                   Estimated
                                  Useful Life
--------------------------------------------------------------------------------
Furniture, software and equipment                   $ 447,960        3 - 5 years
Less accumulated depreciation                        (214,149)
--------------------------------------------------------------------------------
                                                    $ 233,811
--------------------------------------------------------------------------------

Depreciation expense was $95,391 and $56,591 the years ended December 31, 2004
and 2003, respectively.

NOTE 3. LOAN PAYABLE - STOCKHOLDER

Loan payable - stockholder consists of working capital loans to the Company from
the chief executive officer and majority stockholder. The loan does not bear
interest and the stockholder has indicated that he will not seek repayment prior
to January 1,2006.

NOTE 4. STOCKHOLDERS' DEFICIENCY

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

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

During 2004, the Chief Executive Officer and majority stockholder converted
$2,400,000 in loans into 3,934,426 shares of the Company's common stock. The
shares were valued at their fair market value at the date of the agreement.

During 2004, the Company issued 2,550,000 shares to consultants for services
performed. All share issuances were valued at their fair market value at the
date of issuance.


                                      F-7
<PAGE>

                          Notes to Financial Statements
                                December 31, 2004

NOTE 5. INCOME TAXES

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

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

December 31,                                               2004           2003
--------------------------------------------------------------------------------
Tax at federal statutory rate                               (34%)          (34%)
Increase in valuation allowance                              34             34
--------------------------------------------------------------------------------
                                                            -0-%           -0-%
--------------------------------------------------------------------------------

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

Reconciling items:
  Net operating loss carryforward                                  $  2,000,000
  Valuation allowance                                                (2,000,000)
--------------------------------------------------------------------------------
Net deferred tax assets                                            $         -0-
--------------------------------------------------------------------------------

The Company currently has net operating loss carryforwards aggregating
approximately $6,000,000, which expire through 2024. The deferred tax asset of
approximately $2,000,000 related to these carryforwards has been fully reserved.
The significant difference between the net operating loss and the accumulated
deficit results from noncash stock compensation aggregating approximately
$10,400,000. In addition, there may be limitations on the use of the net
operating loss due to a change of control in 2001.


NOTE 6. COMMITMENT

The Company currently leases its primary office facilities pursuant to a
month-to-month lease. Rent expense was $540,503 and $186,000 in 2004 and 2003,
respectively.

During 2001, the lessor filed suit against the company (Case No.
Ca-CE002-004868(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 (the leasing company) for
approximately $313,000.


                                      F-8
<PAGE>

                          Notes to Financial Statements
                                December 31, 2004

On May 2,2003, we settled the litigation for a payment of $30,000 plus legal
fees of $20,000 and the action against us was dismissed. A gain on settlement of
debt was recorded in 2003 in the amount of $263,000.

NOTE 7. CONCENTRATIONS

The Company derived approximately 48% of its revenues from one customer a
non-affiliated company in 2004, and 51% in 2003 from the same customer.


                                      F-9
<PAGE>

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

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

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

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


ITEM 8A. CONTROLS AND PROCEDURES

Our management, with the participation of our principal executive and financial
officer, evaluated our disclosure controls and procedures as of December 31,
2004. Based upon this evaluation our principal executive and financial officer
concluded our disclosure controls and procedures are effective as of that date
to ensure the information required to be disclosed in the reports we file or
submit under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms.

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


                                       17
<PAGE>

ITEM 8B. OTHER INFORMATION

Not Applicable

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
Gerald E Sklar      66      Chairman, President, CEO
David Young         59      Vice President, Director
Anthony K. Miller   49      Director
Elaine Prober       86      Director/Honorary

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

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

Mr. Gerald Sklar, 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.


                                       18
<PAGE>

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

Mr. Anthony Miller, 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, 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 nominating and compensation committees of our Board of
Directors, or committees performing similar functions. In 2003 our board
instituted an auditing committee.

Meetings of the Board of Directors

We held irregular meetings of our Board of Directors during the fiscal year
ended December 31, 2004.


                                       19
<PAGE>

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).

On 2004 our Board of Directors adopted a code of Ethics which applies to the
principal executive officer, principal financial officer, principal accounting
officer or controller and persons performing similar functioins. We will provide
a coppy of the code of ethics without charge to any person who sends a written
request addressed to the secretary at Winmax Trading Group, Inc. A copy of the
Code of Ethics has been filed as an exhibit to our report.

The company intends to disclose any waivers or amendments to it Code of Ethics
in a report on Form 8-K Item 10 filing rather than from its website.


Item 10. Executive Compensation

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

                           Summary Compensation Table

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

<S>                         <C>            <C>         <C>         <C>        <C>                 <C>         <C>         <C>
Gerald Sklar                2004           0           0           0                  0           0           0           0
                            2003           0           0           0                  0           0           0           0
                            2002           0           0           0            550,000           0           0           0

David Young                 2004           0           0           0                  0           0           0           0
Director,                   2003           0           0           0                  0           0           0           0
Vice President              2002           0           0           0          1,060,000           0           0           0

Elaine Prober               2004           0           0           0                  0           0           0           0
Director                    2003           0           0           0                  0           0           0           0
                            2002           0           0           0            530,000           0           0           0

Ralph Pistor                2004           0           0           0                  0           0           0           0
Former                      2003           0           0           0                  0           0           0           0
President                   2002           0           0           0                  0           0           0           0
</TABLE>

(1)   None of our Officers or Directors owned any unexercised options as of
      December 31,2004. No options or stock appreciation rights were exercised
      during such year or were outstanding at the end of the year.


                                       20
<PAGE>

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, 2005 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           12,469,572    Direct          55%
                 5920 Macleod Trail
                 Suite 800
                 Calgary, Alberta T2H 0K2

Common           David Young                1,085,000    Direct        4.79%
                 5920 Macleod Trail
                 Suite 800
                 Calgary, Alberta T2H 0K2

Common           Elaine Prober                535,000    Direct        2.36%
                 5920 Macleod Trail
                 Suite 800
                 Calgary, Alberta T2H 0K2


                                       21
<PAGE>

Beneficial ownership is determined in accordance with the rules of the SEC and
includes voting and investment power. Under SEC rules, a person is deemed to be
the beneficial owner of securities which may be acquired by such person upon the
exercise of options and warrants or the conversion of convertible securities
within 60 days from the date of which beneficial ownership is to be determined.
Each beneficial owner's percentage ownership is determined by dividing the
number of shares beneficial owned by that person by the same number of
outstanding, increased to reflect the beneficially-owned shares underlying
options, warrants or other convertible securities included in that person's
holdings, but not those underlying shares held by any other person.
-------------------------------------------------------------------------------
Common          All directores and        14,089,572                     62.23%
                Executive officers
                as a group.


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.


Item 12. Certain Relationship and Related Transactions

Loan payable - stockholder consists of working capital loans to the Company from
the chief executive officer and majority stockholder. The loan does not bear
interest and the stockholder has indicated that he will not seek repayment prior
to January 1,2006

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

During 2004, the Chief Executive Officer and majority stockholder converted
$2,400,000 in loans into 3,934,426 shares of the Company's common stock. The
shares were valued at their fair market value at the date of the agreement.


                                       22
<PAGE>

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*
14           Code of Ethics
16.1         Letter on change of Auditors ***
* Denotes previously filed exhibits.
** Filed as an exhibit to Form 8-K on October 28, 2002.
*** Filed as an exhibit to Form 8-K on June 14, 2004


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

      The aggregate fees billed by our independent auditors, Goldstein Golub
Kessler LLP for each of our last two fiscal years are as follows:

                                                            2004         2003
                                                         ----------   ----------

Audit Fees . . . . . . . . . . . . . . .                 $30,000.00   $20,950.00

Audit-Related Fees . . . . . . . .  .  .                 $     0.00   $     0.00

Tax Fees . . . . . . . . . . . . . . . .                 $     0.00   $     0.00

All Other Fees . . . . . . . . . . . . .                 $38,361.91   $16,000.00

      The fees labeled as All Other Fees above constitute interim reviewed
financial statements. Prior to the engagement of Goldstein Golub Kessler LLP,
our Board of Directors considered whether the provision of the financial
information systems design and implementation and all other non-audit services
was compatible with maintaining the accounting firm's independence. Our Board of
Directors recommended Goldstein Golub Kessler LLP be engaged to audit our
consolidated financial statements for our fiscal year ending December 31, 2004.


                                       23
<PAGE>

SIGNATURES


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

WINMAX TRADING GROUP, INC.

Date:    May 7, 2005

By:      /s/ Gerald E. Sklar               /s/ Robert S. Kergan

         Gerald E. Sklar, President,       Robert S. Kergan, Chief Financial
         Chief Executive Officer,          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 7, 2005
By:      /s/ Gerald E. Sklar
         -------------------------------------
         Gerald E. Sklar, President,
         Chief Executive Officer,


Date:    May 7, 2005
By:      /s/ David Young
         -------------------------------------
         David Young, Vice President, Director


Date:    May 7, 2005
By:      /s/ Anthony Miller
         -------------------------------------
         Anthony Miller, Director


Date:    May 7, 2005
         -------------------------------------
By:      /s/Elaine Prober
         Elaine Prober, Director


                                       24