Much Progress in a Short Time Frame – What Happens Next?

Winning Brands provides frequent overviews of WNBD business issues for its shareholders because most WNBD shareholders are new – with the exception of a minority of long term holders.

New shareholders, particularly, benefit from these recaps. The recaps provide much needed context for social media comments, including my own, with a factual underpinning.

To illustrate how high the ownership percentage is that new shareholders may represent, the equivalent of the entire outstanding share count of WNBD has revolved twice in the past two months alone – over 9 billion shares in over 24,000 trades.

Some of this stock turnover is “in & out trading” by existing shareholders, and by market makers. However, it is clear to me through shareholder correspondence that the majority of WNBD shareholders are relatively new at any given point in time. I make the effort to provide detailed discussion because it leads to greater satisfaction and success for all, by limiting misinformation that arises from rumor, speculation and inaccuracy.

Tech Division Recap

On April 28, 2021 Winning Brands described its intention to add substantial intrinsic shareholder value to WNBD by organizing the vend-in (acquisition) of a technology company, to become a new (additional) subsidiary to Winning Brands. This is what we refer to as the “Tech Division”.

The April 28th introduction describes the circumstances of the intended acquisition. We targeted June 30th as the date by which it would be clear whether we have a transaction or not.

By that measure, the process is ahead of schedule because a deposit on the acquisition has already been paid, and accepted, prior to June 30th. The acceptance of this deposit commits the other party to honoring the acquisition price, and commits the other party to collaborate in a process of closing. A link to the April 28th introduction of this intended acquisition is provided below for your convenience.

On June 8th, Winning Brands provided shareholders with a partial list of satisfied customers of our Tech Division acquisition target. A link is given below for your convenience. The purpose of having provided the customer list was to illustrate two things to WNBD shareholders.

The first purpose was to show, with key factual information, that the intended acquisition would be transformational to Winning Brands’ intrinsic value because of the senior nature of the Tech Division’s customer base. These customers are some of the finest corporations and NGO organizations in the world.

The second purpose was to illustrate that because of the high quality of this customer list, it is vital that all aspects of this acquisition be performed professionally and flawlessly.

On June 16th, a further discussion of the process of this acquisition was provided to WNBD shareholders, with link below.

The combination of these three discussions provides extraordinary disclosure for WNBD shareholders. All three discussions should be read by any WNBD shareholder who is seriously interested in this dimension of Winning Brands’ business plan, i.e. the Tech Division acquisition.

Next Steps from June 30, 2021

Today, June 30th, a site visit was successfully conducted to exercise best practices in the completion of the core documents that will be submitted to the court to obtain a Vesting Order.

Winning Brands is conducting this transaction with the assistance of exceptional legal counsel whose subject matter expertise is second to none. The trustee, the legal counsel, and Winning Brands are ensuring that signatories to the Tech Division’s intellectual property agreements are being properly informed, and that any third parties whose cooperation should be respected, are being treated properly. As a reminder, the Tech Division benefits from protection from over 50 patents. The stakes are high to carry out the process properly.

The closing of this transaction has an informal and a formal stage. The informal closing has already now been attained in as much as the negotiation regarding price has been completed and the deposit paid and accepted, causing certain obligations to come into effect, mutually.

The formal closing will arise from the Vesting Order. To quote one published definition of a vesting order, “…Simply put, a vesting order is a court order that passes legal title in lieu of a legal conveyance. 2. It is an equitable remedy, and is, therefore, by its nature, discretionary, and results from a finding by a court that fairness demands that the court act in a way to transfer property from one party to another…”

Winning Brands anticipates that the submission requesting the Vesting Order will be made in approximately 30 days, and that the Vesting Order itself, may be granted within 60 days following the submission.

By this timeline, WNBD will be able to conduct business with the Tech Division’s customer base, as the new owner (parent company to the Tech Division) in Q4 2021, and report this business in WNBD’s 2021 Annual Report, as hoped.

In the meantime, because no insurmountable objections to the intended Vesting Order are foreseen, the target Tech Division and Winning Brands are, effective July 1st, beginning to coordinate their business planning and management. My goal, as Group Chairman, is to help strengthen the Tech Division even in the interim. This will contribute momentum to WNBD Q4 operations, and will already be enhancing WNBD value in the present by strengthening that operation.

The transaction is governed by a non-disclosure agreement regarding key particulars. THIS IS IN WINNING BRANDS’ INTEREST. It is vital that no unnecessary complications are introduced during the final court approval stage arising from errant 3rd party communication, initiatives and unpredictable factors.

The bottom line: Starting July 1st, a new phase begins for WNBD. The CEO of the Tech Division and I can and will now work in tandem to enhance the operations of the Tech Division, immediately. My willingness to invest Winning Brands time and resources into such interim business cooperation, prior to the formal Vesting Order, reflects my confidence that formal closing is just that, a “formality”. Nonetheless, I am also determined to keep the remaining process clean and tidy as it has been to date, taking nothing for granted, honoring our non-disclosure obligations and expecting the same of the other parties.

In addition to the exciting co-management of the Tech Division that begins tomorrow, Winning Brands is advancing well on its other VISION 21 business initiatives, which will be reported shortly.

The net result of all these measures, in total, is a significant strengthening of Winning Brands intrinsic value for the benefit of its shareholders. There is a great deal of solid achievement emerging as Winning Brands continues the dramatic revitalization that began with the launch of our new business plan on Monday November 16, 2020. All people who were WNBD shareholders as at November 16, 2020 have benefited enormously since then.

I anticipate that current WNBD shareholders will also benefit greatly from the implementation of VISION 21, and this Tech Division acquisition in particular, whose acquisition so far has gone flawlessly, with no roadblocks in sight.

Eric Lehner, CEO
Winning Brands

Our Winning Brands 2020 Annual Report introduced the fact that we were undertaking the acquisition of a tech company. This was described under the heading of VISION 21. https://backend.otcmarkets.com/otcapi/company/financial-report/279668/content.

We provided a further update in the Q1 OTC Markets disclosure report. https://backend.otcmarkets.com/otcapi/company/financial-report/283293/content

Then on June 8, 2021 a post to this blog site added more information. The June 8th post provided the names of some of the many satisfied customers of our future Tech Division. The quality of that customer list speaks for itself. It requires no embellishment. It’s a “who’s who” of corporate excellence. These are organizations that can buy anything they want, from any supplier they prefer. There is no better “vetting” process of a supplier’s quality than to than to look at that supplier’s customer list. So simple, and yet so revealing. At one time or another, all of these companies (and more) have paid for product or service or license from our future Tech Division.

WNBD shareholders have responded favorably to this disclosure. The question amongst Winning Brands shareholders is no longer whether this is likely to be beneficial to the intrinsic value of WNBD. That is now obvious. The question has instead become how likely the acquisition is to actually occur, so that the Tech Division’s customers will in fact become Winning Brands customers, by extension.

Today’s update is a review of the process by which the acquisition is taking place. I describe this acquisition in the present tense. This is not an acquisition that would merely be “nice to have” one day, or an acquisition that we are “trying to obtain, but is iffy”. It is an acquisition which is already occurring.

The transaction deposit is being held in trust and is slated to be released this week – a partial payment. In this fact, and all our dealings to date, Winning Brands has shown itself to our transaction partners to be serious, competent and professional. Winning Brands has done in this transaction all that we said that we would do. WNBD is retaining the initiative in this transaction. Winning Brands is helping to keep things moving forward. We are not passive. We are active participants in a collaborative process, involving a number of parties, and it is going well.

It is in the nature of a multi-party transaction that various interests need to be reconciled. Not all parties are driven by the “time is of the essence” principle. Not all parties to such a transaction start out with the same concept of value. Not all parties are in the same jurisdiction. There are many things to pull together. Winning Brands’ astute handling of this transaction is an indicator of WNBD’s positive potential in future situations that require sound judgment. This may be a comfort to Winning Brands’ shareholders.

Winning Brands is honoring a non-disclosure agreement that prevents describing the company being acquired by name. As a practical matter, the name is irrelevant because it is not a name that you, the reader, would have heard of before. Yet, as you see, many of its customers are names that “everyone” knows.

In the modern economy, there are smart niche companies who are very successful being part of solutions that impact public life, but in the background. Bravo to Intel for the insight of their “Intel Inside” marketing concept. That concept converted Intel’s immense contribution to technology products from being an obscure contribution, i.e. hidden, to being universally known, and ultimately, a selling point. In the “Winning Brands” era of this Tech Division’s operation, more focus will be placed on branding “our” solutions so that not only will we continue to have great customers, but more people will know about that fact. A public company platform is uniquely well-suited to this objective for the benefit of our Tech Division and our shareholders.

Background to Current Process

Winning Brands is acquiring valuable intellectual property, as well as physical assets, personnel and goodwill of a technology company in North America that was put into trusteeship when a bank withdrew a line of credit in a manner that created a domino effect. A crisis ensued. On behalf of Winning Brands in the capacity of consultant, I intervened to organize bridge financing for that entity while the negotiations began with the trustee for Winning Brands to acquire the items in trusteeship within a new WNBD subsidiary, free and clear of the institutional liens that caused the difficulty. I know for a fact that the trusteeship was unnecessary, and not a reflection of the quality of the company. The trusteeship, in essence, arose as a technical consequence of the fact that the company did not meet the bank’s acid test ratio during a periodic review. Ironically, the “excessive” debt to asset ratio arose from friendly, foundational, shareholder loans that would never jeopardize the company. But to the bank, it was all about the ratio. (https://en.wikipedia.org/wiki/Quick_ratio)

Such decisions are often made in the “ivory towers” of bank headquarters without much flexibility. If a company does not fit new profile criteria, the company becomes a square peg for a round hole. Banks don’t like that. No one in bank management gets kudos for being flexible. They get criticism for not following the rules. In this case, the bank’s action precipitated a sequence of events that was too complex to stop simply.

My intervention gave the company a lifeline that, to my reckoning, could be beneficial for all parties concerned, if the rescued operation could join us as part of our public company team. It is beneficial for WNBD because we are obtaining things in the transaction, tangible and intangible, for pennies on the dollar relative to their development costs. Also, the institutional memory of a personnel group who know how to do something well, and have earned the trust of such high level customers does not even appear of the balance sheet. It can cost tens of millions to acquire such goodwill, if it can ever be gained. Our Tech Division has such goodwill. The acquisition is beneficial for the Tech Division team because their operation will be able to carry on without the burden of the bank issue (due to a release that will be provided). They gain additional management perspective and a new public platform to grow the awareness of their work. The acquisition is beneficial for our customers, because the Tech Division managed to stay operational, even on a restricted basis. In fact, the customers are not even disturbed by the impairments that the company needed to overcome because the quality of delivered goods and services was not affected. Soon, everything that the Tech Division will be even better. The company’s name has remained the same. The telephone number the same, etc. All aspects of the identity are intact, and will remain so. In the end, the acquisition will be a finesse that will only have winners. Even the bank is a winner because they get to “close the file” and move on.

Intellectual Property and Timing

There are two aspects to the intellectual property rights that are time consuming to deal with. The first is to establish their provenance. (https://en.wikipedia.org/wiki/Provenance). The second is to ensure their flawless conveyance. I am being unyielding on both.

We are dealing with licensed protection under more than 50 patents. These needed to be researched to establish beyond any doubt under what conditions this protection exists. Which entities to the transaction had rights, in which commercial arrangements were/are in place, how were these arrangements affected by the trusteeship (if at all), what releases and waivers are required for quit claim purposes, etc. Is that a lot of work? Yes, but effort now will ensure that in the future when we arrange for valuations of various aspects of Winning Brands’ interests, it will be enormously helpful that we paid attention to such matters. It also strengthens our enforcement rights in any actions and helps make the case to customers that we have something that gives them value and peace of mind – authentic, provable rights.

The transaction is taking place in two parts – a preparatory phase (the current phase). This phase is characterized by legal due diligence investigations, confirmation and discussion with vendors (of the rights) regarding the transfer of all of the vendors’ right, title and interest in and to the purchased assets, to Winning Brands.

We are hoping that this phase will end around June 30th, with the completion of the Asset Purchase Agreement setting out the detail that emerged from Step 1. We are no longer negotiating. This is purely a procedural collaboration. The Asset Purchase Agreement will formalize the description (for legal purposes) of those assets and the proposed mechanics and final timing for the sale to be consummated in the eyes of the court to whom the trustee is accountable. This affirmation by the court is important to me as CEO of Winning Brands so that representations that I will make publicly as to the ownership of these rights and assets free and clear are protected from any rebuttal. It is easy to be lazy or impatient, and skip this last step. This court affirmation is what I am determined to accomplish however, as it will enhance the value of what we have.

Therefore, within the next 2-3 weeks we target to have the Step 2 documentation ready and signed, and to apply for the court’s blessing. I will have a better sense in a few weeks when that can be expected.

In the meantime, Tech Division management and Winning Brands are already collaborating in the coordination of planning. Budgets are being drawn up. A lengthy Action Plan has been developed, with names of people assigned to specific tasks, for a roll-out sequence over the 6 months ensuing the court’s sign-off.

It is in WNBD shareholder interest that this process is not rushed, and that we do not upset the apple cart by diving into further detail about the company at this time because of the fact that it offers no benefit to do so. The acquisition is transformational for Winning Brands and the lift that it will provide is long lasting. In the larger scheme of things, a few days, or weeks, or even months is absolutely immaterial to the positive impact that will follow, and endure. The confidentiality provision protects our customers, staff, negotiators, the bank and other institutional interests, and even the court, from errant phone calls, e-mails and confusing communications at cross-purposes.

I will have a further update toward the end of June to keep shareholders apprised of developments.

In the meantime, Winning Brands continues to advance in its other initiatives.

Thank you, Winning Brands shareholders, for your interest and kind thoughts, expressed in so many ways.

Eric Lehner, CEO
Winning Brands

Our 2020 Annual Report describes a transaction underway, whereby Winning Brands will have an additional subsidiary, to serve as a Tech Division. The technology platform in this division is patented, and in use. The report explains the trusteeship circumstances by which this acquisition has become possible. The transaction, which is passing through normal stages for transactions of this nature, is governed by a Non-Disclosure Agreement.

The price has been agreed and all parties are cooperating to professionally plan the transfer of intellectual property and operating assets to Winning Brands. When these matters are completed by legal counsel, then payment can be made and the transaction will be finalized. For extra care, the transaction will be approved by a court. This will confirm that Winning Brands holds the acquired rights and assets outright.

These assets are in use presently, by way of an operating business. The business has existing qualified management and customers.

There is a widely accepted principle in business and life that “one is known by the company that one keeps“. For a business, this is manifest by the company’s customer list. The customer list is the ultimate “vetting”. A customer list reveals, better than any other form of assessment, whether the products/services that an enterprise delivers are useful, of good quality and meet the scrutiny of discerning purchasers.

Permission has been received from the Tech Division CEO to provide a partial list of customers. This provides WNBD shareholders with helpful perspective to consider whether Winning Brands is likely to benefit from this acquisition. The customers shown below are only some of the organizations that have specified, ordered, received, paid-for and are using the Tech Division’s patented products and services in arm’s length transactions. It is not merely a “prospect list”. Upon completion of the acquisition, future sales will be reported within the Winning Brands financial statements on a combined and consolidated basis. The entirety of the Tech Division customer list will then be Winning Brands’ customer list.

The technology is inherently interesting. It has various uses and opportunities for continued intellectual property creation. It is relevant to key trends in the modern world. This is not yesterday’s concept for a by-gone era; it is tomorrow’s technology that was introduced ahead of its time – thus being able to earn patent protection. Because of its suitability for modern social trends, this technology will gain momentum in coming years. Winning Brands’ future business operations associated with this technology will generate continuing natural opportunities for media coverage that is particularly helpful to public companies. This will stimulate awareness of both the technology and the company that is providing it.

The name of the Tech Division company is not a household word, but the names of “our” customers are. This is an example of a category of niche enterprises that “no-one has heard of”, and yet are closer than you realize because the customers are organizations whom “everybody knows”.

The goal of this acquisition is for both parties to the transaction to add value to each other, so that they can together better serve their customers and stakeholders. Thus, the transaction is beneficial for all.

PARTIAL LIST OF SATISFIED CUSTOMERS OF THE TECH DIVISION:

• NASA
• CNN
• Ford
• Disney
• Sprint
• Ripley Entertainment
• FedEx
• P&G
• Hugo Boss
• Telefonica
• United Technologies
• W Hotels
• Crayola
• GAP
• Old Navy
• NBA
• Target
• T-Mobile
• AT&T
• Virgin
• McDonalds
• Kubota
• LG
• Samsung
• Vodafone
• Best Buy
• Pepsi
• L’Oréal
• Universal Studios
• Travelers Insurance
• Marriott
• Behr Paints
• Gillette
• Hitachi
• Weather Services International
• Mayo Clinic Health System
• Sick Kids Foundation
• Shriner’s Hospitals for Children
• Kaiser Permanente
• Lehigh Valley Health Network
• Miami Children’s Hospital

It is important that Winning Brands does not jeopardize the transaction by rushing the arrangements. The processes are coming together at a normal pace for transactions involving sophisticated assets, customers and operations.

The partial customer list above is provided as a courtesy to our shareholders, so that they can discern for themselves whether these possibilities are of interest to them, as they consider their investment options in OTC Markets and elsewhere.

FYI

https://getmintent.com

OTC Markets verifies that there has been no dilution (share issuance) at WNBD, as per stock transfer agent verified numbers shown below, during entire recent increase in share transactions, up to and including December 7th.

Some people have been speculating about the completion date of our PINK Current Information compliance. This has happened on Twitter and elsewhere. Please see my Twitter post below.

I appreciate the enthusiasm and goodwill toward WNBD. We have positive developments occurring and I am confident that 2021 will be a good year for us.

It’s my job to ensure that expectations are accurate. This lets us all focus on meeting milestones. Our new share price level more accurately reflects our value corporately than before, and even this level is conservative in light of our potential. There has been no dilution into this price increase, and none is planned. The company has not paid for any stock promotion and is doing nothing to undermine the new valuation floor. That by itself should be of great comfort to all persons who have become shareholders recently, for which I thank you.

No one wants the PINK Current Status more than I do. It will be done as soon as possible, but we must be careful to avoid unrealistic statements. It is good for shareholders that I care about accuracy.

(Duplicates Omitted)

Question 1
Are you planning to get current and unlocking shareholder value?

Answer 1
Recent SEC rule changes will prevent all OTC quoted companies that do not provide current information that conforms at least to the OTC Alternative Reporting Guidelines from being traded until this standard is attained. This will have an impact on the OTC marketplace toward the middle to end of 2021. Winning Brands must and will achieve this reporting requirement ahead of that deadline.

By shareholder value, if you mean share price and its aggregate dollar value in investors’ hands, the key to unlocking it in our case is to become profitable in real cash terms. We are being conservative by not discussing long term possibilities beyond what has already been described previously in this weblog. We are ambitious but are keeping it real. Things are looking up for 2021. The fact that the company has cruised through enormous COVID era disruptions is, hopefully, encouraging to our shareholders, and sends a message.

Question 2
Any plans for R/S?

Answer 2
The are no plans for a reverse split presently. No arrangements have been made or even discussed with anyone about a reverse split at this point.. That is not saying “never”, however a reverse split is not lurking in the bushes as people (understandably) fear.

Question 3
Have you put any thought into a Form 4 would be a huge shareholder moral boost

Answer 3
For the benefit of other readers, the following is a common definition of “Form 4″ (Credit: Wikipedia) ” Form 4 is a United States SEC filing that relates to insider trading. Every director, officer and owner of more than 10% of a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934 must file with the United States Securities and Exchange Commission a statement of ownership regarding such security“.

Management of Winning Brands is not aware of any person who holds more than 10% of the common stock of the company. If they do, through online purchases in their investment accounts, this is not visible to Winning Brands presently because the vast majority of shares acquired through online trading are held in street form, and not separately disclosed on the “NOBO List” (Non-Objecting Beneficial Owners). Technically, such persons have an obligation to contact the company either directly or through a public filing, to disclose this fact. The only other class of stock at Winning Brands is a non-trading preferred share class A, without a CUSIP number. This class has already been disclosed in all previous OTC filings, as well as the fact that I control the preferred stock as an anti-takeover tool. The preferred shares provide voting continuity to prevent a hostile takeover by parties who fail to disclose their common share holdings exceeding 10%. This works because my preferred shares would match and exceed by a nominal amount their in-market accumulation. I have never sold stock in Winning Brands personally or beneficially, and have thus never benefited from any Winning Brands stock promotion. This is true for my friends and family as well.

Question 4
Are all your products sold in the same stores as 1000+? When do you plan to have 1000+ industrial ready for distribution?

Answer 4
1000+ Stain Remover is the lead consumer product. The others are specialty in nature or geared to service industries. We do have industrial clients already for 1000+ Stain Remover. We have not yet launched a formulaic variation of 1000+ (i.e. “industrial”) although it has been considered. So far it has not been necessary and would split available resources. We are also reluctant to do anything that would cause 1000+ for consumers to be perceived as second rate (i.e. compared to a separate industrial version of the same brand).

Question 5
Is your company SEC filing?

Answer 5
Winning Brands filed a Form 15 (12g) many years ago to replace SEC reporting with OTC Markets reporting under the Alternative Reporting Guidelines.

Question 6
Does your company carry convertible debentures or any other toxic funding that could affect shareholder value?

Answer 6
Most of the convertible promissory notes issued by Winning Brands over the years are past their enforcement period under the Statute of Limitations. In those cases, we transfer them to a contingency category in Accounts Payable with the intention of re-visiting them in the future for an alternative form of settlement that is “shareholder friendly” (as opposed to toxic). The accepted wisdom is that a promissory note is not toxic merely by virtue of existence, but rather becomes toxic if its conversion feature has no minimum price limit, or is expressed as a percentage of the trading price without a floor. The only promissory note remaining that could be considered “threatening” in that sense has been mostly repaid already, down to approximately $28,000. The holder of that note in New York has already accepted Winning Brands’ request to make a cash repayment arrangement instead of conversion. We have not heard back from that party with any request to the contrary since the agreement in principle was reached earlier this year.

Question 7
I read on your blog about expanding your distribution line, how is that coming along?

Answer 7
Winning Brands has 3 tiers of customers – distributors, dealers and end-users. Distributors purchase by the skid, dealers purchase by the case and end-users purchase single units. Most of our transaction volume occurs at the distributor level. The margin is lower, but the quantity is higher per transaction. This makes the paperwork and transportation more efficient. Our goal presently is to help our existing accounts move more product through their distribution channels, rather than adding new distributors to compete with them. This is to prevent an accumulation of unsold inventory in distributor warehouses after a temporary sales spike. If sufficient consumer demand is not cultivated to pull the inventory through the distribution pipeline and out the other end, then clear-out liquidations will happen, causing a sales slump and a loss of reputation with the distributors. Winning Brands’ current focus is on increasing consumer demand. This will stimulate more movement of inventory through the existing distribution channels and will restore confidence in our lead product 1000+ Stain Remover as a good performer commercially.

In an upcoming post to this weblog soon, I will describe a new sales strategy for 1000+ Stain Remover directed to consumers to reach a wider audience than before. Recent updates have described a proposed communication mechanism – Neighbourhood Mail Program brochure distribution to homes around participating retailers. The next update, however, will describe the revised positioning of 1000+ Stain Remover, i.e. its “premise”, and why a consumer would be interested in this product over others.

I have been receiving more shareholder correspondence recently. Some enquiries are practical questions, others are more open-ended about the company’s prospects.

In the penny stock world, there is a wide range of attitudes toward any particular stock on a given day. A realistic assessment of Winning Brands in the penny stock environment, can draw upon the following seven considerations.

7 Points of Reference

Firstly, Winning Brands has an operating business.  Many penny stocks have literally no business at all.  Many are merely shells with plans, but nothing going on.

Secondly, Winning Brands’ business involves physical products that can be verified because some shareholders are customers and the products are sold by recognized retailers or used by institutions, such as hospitals or social service agencies.

Thirdly,  Winning Brands has survived much longer than even those few penny stock companies who do have an operating business, survive.  There must be some sort of dedication within Winning Brands for it to be able persist, rather than it being a pump and dump, here today and gone tomorrow.

Fourth, although the stock price has swung wildly over the years, the fact is that is has gone up as well as down.  Some traders have profited over the years, by Erectile dysfunction is a problem which incurs in a shop viagra man which is a normal predicament in today s generation. If you are a smoker then try to reduce or quit them as the medicine will not be any side effects in a normal healthy man experiences its effect within 30 to 45 minutes and its effects last for appalachianmagazine.com purchase levitra online approximately four hours. By normalizing male sexual health and functions, Kamagra medicine generic viagra no prescription gives males the reason of getting satisfaction back on the way. To multipart the thirst trouble even additionally, utilizing levitra cheap online appalachianmagazine.com a hyped-up classy energy beverage to pick yourself up the next day after a drinking binge, will do you no favors either. their own admission.

Fifth, the company never pretended to have more sales or smaller losses, unlike some.   At Winning Brands both figures were disclosed honestly through the years, and will be posted again.  No hype.  Over these years, overhead costs were systematically reduced, year after year, and losses diminished as well, to the point of nearing break-even. If the company can see a return of its momentum, Winning Brands could become profitable for the first time, in real terms. In the penny stock world, even that possibility is rare.

Sixth, Winning Brands has a larger footprint in the world than its small number of employees would indicate.  That is because Winning Brands’ contract manufacturing and distribution partners, including retailers, perform functions on a variable cost basis, as required, using their own costly infrastructure as called for. These shared efforts project Winning Brands’ interests into the world broadly, for mutual gain with our partners.

7^th, for so long as the company has a legitimate product, a working website and a telephone number, “anything can happen”.   All kinds of come-back stories can and do occur in business.  It’s not over until it’s over.  That means that Winning Brands continues to have an upside.  Winning Brands is alive and could be surprising, positively, at any time, despite the odds. Winning Brands has spirit, and that source of energy keeps it moving forward.

Summary

Skepticism about Winning Brands’ potential for success is absolutely justified. So is optimism.  There is a case to be made for both points of view.  This is why the penny stock market exists – to let courageous risk takers place their bets and hope for the best.  People who win, can win big. As rarely as that happens, it is real. 

In the meantime, Winning Brands continues to focus on keeping it real by working hard and staying creative so that success emerges by anyone’s standard.  As long as our customers are enjoying our products, we have the basis to thrive. This respect is the basis of all of our policies, and continues to be a strong foundation to build on.

The update of October 28th remains valid, but a supplemental point is being added herewith as confirmation that the company is still intending to become current again. Two shareholders have asked whether the company will be affected by proposals by the SEC to change the eligibility of public companies to have their stock quoted if their filings are not deemed current. Such measures are still in the discussion stage and are subject to a commenting period before a final version is adopted. Even if adopted, such measures will not be applicable to us over the long run because Winning Brands will become compliant, regardless.

Winning Brands is not presently involved in any discussion or action that would alter its current capital structure. The sole focus of the company is to develop new cashflow through methods that would not require the issuance of new shares to attain. The time that this is taking is frustrating for us all, but the accomplishment will be beneficial to shareholders because the result will be an authentic increase in the inherent value of the company and its stock.

I know that there is kind support for this view amongst thoughtful shareholders, for which I am deeply grateful and to whom I know that I am accountable.

Respectfully,
Eric Lehner, CEO

As a courtesy, a follow-up to my update of May 9th.

The bottom line is that everything is moving forward.

Multi-Ethnic Food Joint Venture with Supermarket Group

Our commercial A/R financing supplier is really trying hard to deal with the insurance issue, and now a second source has emerged and is ready to proceed with small but regular A/R funding for the program, effective immediately.  This means that we can move out of the test mode and start regular operations.  We are probably placing our new orders with the Caribbean-based specialty foods suppliers this coming week, and will start making deliveries within a couple of weeks after that.  Our plan is to try to make weekly deliveries to Oceans Fresh Food Markets in the greater Toronto area for starters.  More details in due course.  The point is that this project seems to be on now.

e-Sports Joint Venture

There has been a great deal of enthusiasm by another OTC entity, that is a current information tier entity and has backers with deep pockets to get going.  Winning Brands will be in a JV relationship with the development team and rights holders to the e-Sports (and related entertainment deliverables) – and we will then work with that OTC entity to boost their launch and success with that package of assets.  That’s how it is shaping up.  I should know by next week whether sufficient backing will be released to that other entity to make it all happen.  This has been a gradual and systematic process, leading to growing and informed enthusiasm on all sides.  The point is that I believe that this will happen.

Nutraceuticals

The ex-factory pricing and committed delivery times from the contract packagers of the proprietary male vitality supplements has met our planning needs.  There is enough margin to operate properly, even after taking into account the royalty payments to the original developers.  The JV will consist of Winning Brands creating and operating a new website geared to the product line, which will have direct-to-consumer sales to get started.  Under the JV, our partner will supply the finished product, and Winning Brands will be the vendor.  To preserve Winning Brands shareholder resources, Winning Brands will pay for the goods as sold, rather than having to raise inventory financing.

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Becoming Current

The real-estate based transaction that was to have been the basis of Winning Brands gaining the financial resources to bring our governance filings up-to-date took place in May as expected.  The pledge by the shareholder will be honoured.  We need to work out the details and priorities of how to proceed, but it is now possible to confirm that there is no longer any doubt that the current information tier is returning, because the accounting and legal work can be commissioned at last.

Summary 

The joint ventures are beneficial to Winning Brands shareholders because they have been earned through the work that Winning Brands has been performing behind the scenes to help each of the JV partners solve certain problems that required a thought partner, and the completion of valuable tasks that required the type of assistance that either Winning Brands, or I as an individual, have been able to provide.  The benefits will all flow back to Winning Brands.  I am pleased to report that these are not the only such new JV relationships that Winning Brands has under development.  This operating model may well be expanded once these three are underway, and Winning Brands’ Innovators Community concept has been validated.

I have not spoken about the three JV’s  referred to above since May 9th to ensure that I had sincere confidence that they will happen before my next update.  Although nothing in life is definite before it has actually happened, the likelihood of the progress described above actually occurring is extremely high.

There will be far more details about these things as they materialize.  This will include photographs where appropriate, links, timelines, etc.  It’s getting “exciting”, even if I say so myself.  It’s not an expression that I use very often in this venue because of the need to remain conservative.  Despite this, I allow myself to share this positive vibe because I really see these things coming together.

I am deeply grateful to our friends at iHUB and elsewhere who have been willing to give Winning Brands your best wishes and confidence.

Respectfully,

Eric Lehner, CEO
Winning Brands

This update is intended for shareholders who are following operational specifics and would appreciate a status report.  In order to be fully understood, the information needs to be read in the context of earlier posts regarding these specific project files.

JV – Nutraceuticals
I am pleased with the pricing and quality quotation from our proposed contract producer of the proprietary male vitality supplements that we will be making available through Winning Brands (by means of a new product specific website that will be announced).  We are just awaiting final quotation from a second alternative contract manufacturer.  We want to ensure that we will not be hamstrung by sole-source problems.  There has been no backsliding, no unforeseen problems and no disappointments.  This is still moving forward.

JV – Online Gaming or e-Sport or Online SaaS (Software as a Service) Product
I am pleased with the fact that negotiations are inching forward, closer and closer – just not at the finishing line.  There are no insurmountable issues.  Just negotiations that need to take into account the interests of various stakeholders.

JV – Food
I am pleased to report that the attitude and desire by all parties to get going is still strong.  There is a very technical issue to resolve as the last piece.  I want to obtain default insurance on a $200,000 accounts receivable facility that we already have with an accounts receivable agency in order to service our target supermarket chain for a good practical reason.  If a supermarket chain customer were not to pay our 3rd party A/R factor after 60 days, then Winning Brands would need to cover the deficit through recourse. This is not desirable.  However, if the A/R is specifically insured, then a possible recourse event (of supermarket non-payment for perishable goods after terms) would be covered as a planned-for-contingency.  I realize that it would be satisfying to just take the chance and proceed now without the A/R insurance, but such haste could be the difference between an event that is merely inconvenient vs a complete disaster.  It’s worth the effort to get this right.  The insurance company wants comfort through extensive documentation from the supermarket chain(s), but the supermarket chain(s) want to minimize what they pledge irrevocably.  It boils down to things like how many people need to sign-off on the delivery of perishable goods (that have no enduring existence for re-possession purposes), or the seniority of those persons, and the reconciliation of what is ordered vs what is delivered (which in the case of natural products is more difficult than for standardized manufactured goods with serial numbers and perfectly replicated components).  I realize that this kind of detail is boring and tedious to read about – and even more so to go through.  However, it is exactly this type of effort that represents a barrier to entry for casual competitors.  Taking into account our nifty supply chain concepts for the specialty food products in question, and this advance preparation of sufficient operating resources with cooperating financial institutions, we are doing things that less determined aspirants would not bother with.  In the end, the rewards will go to the contenders with who have the most perseverance, creativity and quality of execution.  That will be Winning Brands.

 
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Cleaning Products
We continue to supply fine commercial customers.  I post about these from time-to-time to illustrate that there is a foundation of high-quality relationships that has been earned over the years and is still in place.  While the volumes are not yet sufficient to deal with all our objectives, these are relationships that validate our bonna fides in business. This is something that many OTC sub-penny stocks don’t have.  It’s a reminder to our shareholders that Winning Brands is not a shell, and therefore could thrive under the right conditions.

Capitalization
I will know by the end of the month what the timing will be on the “booster shot” from a shareholder that we will receive from the closing of a real estate transaction.  This will be used to engage the accounting and legal team to bring all our governance filings up-to-date.  It’s not a question of “if”, just a question of “when”.

What sets the current era of Winning Brands’ operating history apart from our earlier times is that our overhead costs are much lower, we have been more conservative in acquiring and converting convertible debt instruments than ever before and we have the legitimate possibility of deriving supplementary income flow from joint venture partners through efforts that add value to those partners by means of problem solving for them, and partnership of effort. Such additional revenue is not dilutive to Winning Brands shareholders – it will not be cash coming from stock sales. It will be earned profit sharing, royalties and consulting fees.  These all go straight to the bottom line.  Therefore, in purely technical terms, Winning Brands is probably now the best investment it has ever been because it has established stability in a low cost operational mode, with a low burn rate, and genuine growth opportunities.

I do not blame anyone for being skeptical. However, paradoxically, logic dictates that this is our best ever “pre-growth” time.  If a person is in a position to follow the developments as set out in great detail in the Winning Brands CEO weblog, they will see that the information is coherent, verified and consistent.  The possibility of Winning Brands moving from its present market cap of below a million dollars to at least several million or a few tens of millions of dollars is real.  This would represent a significant capital gain for shareholders who acquired their positions in the triple zero range, especially the low triple zeros.  This is feasible because we would be earning our way to the double zeros or higher.  It would not be driven by stock promotion campaigns.  It would be value-driven.

Thank you for your continued interest, kind thoughts and shared ambition.

Eric Lehner, CEO
Winning Brands

If you have Twitter, please do follow https://twitter.com/WinningCEO  in order to have the latest notifications about new blog posts at Winning Brands Shareholder Updates…

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Thank you Delta Sonic Car Wash Group
for your continued use of 1000+ Stain Remover from Winning Brands.

This award-winning auto care enterprise, with multiple locations,
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36 Gallons of 1000+ Stain Remover delivered to the Buffalo location today.

The following mini-updates are simply to reconfirm, as a courtesy, that things are all still moving forward.

FOOD JOINT VENTURE

Key partner is returning from Trinidad on Wednesday following procurement trip to source interesting opportunities. The 3rd party A/R question still revolves around the insurability of the perishables at the level of $200,000 over a revolving 60-day payment cycle by our supermarket customer(s).  Regardless of that issue, it is likely that we will be able to get more operational somehow.  The elements are interesting and there is a niche for us that is difficult for competitors to simply duplicate, considering the specialized supply line that we are cultivating.  On the up-side, people eat every day – one of the few things that we absolutely all must do to survive that is actually pleasurable.  So, that gives this sector a special vibe.

NUTRACEUTICAL JOINT VENTURE

We are negotiating with 2 potential contract packagers to obtain the best possible price/delivery turnaround/terms, while taking into account the need for quality and pedigree.  In other words, we have to be able to withstand any regulatory enquiries about the origin and good manufacturing practices applied to these proprietary products.  It’s actually going to be fun marketing a product to men.  So much marketing today is moving toward the female decision maker that there are relatively few male zones remaining.  We are going to be male positive, unlike much of the current generation of advertising.  It’s an interesting opportunity.

e-SPORTS / GAMING / SOCIAL COMMERCE JOINT VENTURE

We are negotiating along multiple poles – one is with the intellectual property holders, another is with project backers, the third is with possible additional publico(s) amongst whom some of these elements are split.  It’s too complicated (and too confidential vis a vis 3rd parties) to go into depth yet, however it is all still current and there is no negative energy around the possible relationships.  There is certainly a lot that can be done in this realm.

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We recently passed a Health Department chemical audit, by which our ingredients, labeling, claims, safety and other factors were being reviewed.  During that period, we were under a stop-distribution order, that has been lifted.  It was a random audit, not prompted by any complaints.  But it did take time and money to deal with it successfully.

In the meantime, we are launching a refreshed website for our lead product 1000 Stain Remover.  The site has not yet been optimized for mobile.  However, the desktop version is getting there.  Still a work in progress, but a fun updated treatment:  www.1000PlusStainRemover.com

Nobody likes stains, so even though the average person isn’t in love with cleaning per se, letting stains accumulate is really not an option.  I understand that there are other good cleaners out there, but our quirky and effective 1000+ Stain Remover is not just a “me too” product.  It has a loyal following. The key is to increase awareness.  Heaven knows that I have had enough time, but the silver lining is the fact that perseverance has kept us going, and our customer relationships positive.  So, breakthroughs can still happen.

I’d love to see us get listings in the automotive sector – there is so much that 1000+ can do around cars, repair garages, detailing facilities, etc.  A listing with the big guys (NAPA, AutoZone, Advance, Car Quest, Pep Boys and others) would change our destiny for sure.  Perhaps one of our shareholders has the elusive magic touch with these organizations and can add commission income to future capital gain of a recovering WNBD share price. You never know “who knows whom”.  There are synergies sometimes that come out of nowhere, and a tipping point happens.

By quirky, I mean that it’s as strong as a solvent, but gentler than soap.  I know that sounds contradictory, but unlike most solvents, you can get 1000+ Stain Remover all over your hands, and they are fine when you rinse them off with water when you are finished.  In fact, normal skin even feels better.  Furthermore, it’s a hyper-concentrate.  So you can use it full strength for stains, or add even just a little bit to water in a spray bottle or bucket, and you get a terrific all purpose cleaner.  So it delivers great value.  Furthermore, 1000+ Stain Remover is astonishingly versatile.  There are just so many uses that you’d never otherwise hear about.  From cleaning the mats under a horse’s saddle, to removing gunk from dentist tools before sterilization, to removing pet spit-up or accidents on carpets, to cleaning your hot-tub covers, etc.  That’s why we call it 1000+.  It remains a mystery to us who it is at the U.S. Navy who keeps dutifully putting in their small but regular orders amongst the overseas depots.  It’s classified information apparently – but some people somewhere in that organization are sure loyal to 1000+ Stain Remover.

In the meantime, we’ll keep at trying to crack that Auto market listing.  I am serious about inviting people who can pull a few strings to earn a commission over-ride on the account(s).  With thousands of locations, accounts like these could put serious money into somebody’s hands and still leave WNBD shareholders happy with the remaining profit.

INVESTMENT CAPITAL FOR FILINGS UPDATES ETC

Still looking good.  May is a possibility for funds to become available for this, in whole or in part.

Respectfully,

Eric Lehner, CEO
WINNING BRANDS

Question

I belong to to pretty large group that has a solid position in WNBD. I’ve been asked to reach out, couple questions. Likelihood to become current in 2019? How things are Preceding considering the 50k that is being sought after. We certainly appreciate the transparency through Twitter, looking forward to your reply.

Answer

The likelihood of being current in 2019 is so high that I am tempted to say definite.  This is because the work toward it can be done gradually in the background as revenue increases during the year, from our new initiatives. While it would be faster to accomplish the goal in one single exercise arising from a working capital infusion, becoming current can be accomplished more gradually regardless.

The status of the remaining U.S. $40,000 is that we have a pledge to receive whatever is required to complete this governance task from the proceeds of a real estate transaction that has a high probability of occurring.

Winning Brands is striking a balance in its communications.  We are refraining from issuing “formal” news releases through conventional wire service distribution at the moment until two conditions are met.

The first is that the news being discussed is material and substantive, not merely an operational update.

Secondly, ideally, it would be better to wait until the company is current before bringing massive new attention on the Winning Brands through an awareness campaign.

That second consideration (about being current) also has two reasons – A)  New prospective investors coming to a company for the first time and being greeted by an OTC stop sign are getting mixed messages – the stop sign undermines the company’s credibility.  B)  It would be better for new prospective investors to be invited to take a look at us when we have our first (or more) intended joint ventures operational.  Then the new prospective investors will see that we are focused on outcomes, not just talk.

Why do I distinguish between current shareholders and new prospective investors who will be addressed through large scale awareness efforts?  The reason is that our current shareholders are more self-motivated, self-confident and more assertive in looking for substantial turnaround profit opportunities.  It takes those extra qualities to be able to find good candidates in the low triple-zero price range and have the courage to buy them.  In other words, our existing shareholders are above average in their risk tolerance for high-reward.  That is why they are here.  They (you) found Winning Brands despite a lack of any formal and high profile awareness campaigns by Winning Brands.

On the other hand, the “average” retail investor who is recruited through outreach programs is more conventional in their risk/reward profile.  It is harder for them to see the future curb appeal of a property that still needs to be renovated.  The largest opportunities for capital gains come for the purchasers who see the potential value in the property BEFORE its renovation.  Spending money, time and effort to bring busloads of the wrong buyers for the company’s current unrenovated condition is a waste (for us and for them).

The bottom line is that people who find us presently, one way or another while we are in the low triple zero range,and accumulate based on their assessment that we will make meaningful breakthroughs this year, can do well if the company performs.

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Practical example:  I have already let our existing shareholders know through the social media channels (which are perfectly adequate and acceptable under the SEC fair disclosure guidelines) that Winning Brands is targeting to have its first inventory of the nutraceuticals in our hands and available for sale online in 3 months or so.  Issuing a formal news release to merely describe that goal is far less effective than announcing that it is already in place.

Almost every day I am urged by someone to issue a news release about anything, even updates.  While I understand this mindset from the standpoint of a shareholder that wants to do a quick flip of a small position, it actually backfires over the long run by establishing a reputation for the company of issuing promotional/fluffy news releases that are used as selling opportunities, rather than fostering any real interest in the company based on its underlying business mission.

I certainly respect and appreciate the interest and participation of shareholders in the Winning Brands journey at this stage when our appeal is less obvious, and yet the potential is so good.

“Curb appeal” matters for companies too, not just houses.
It’s more than a cliche that you only get one chance to make a first-impression.  That’s real life.
When do we bring our buyers – Before our renovation, or after?

Rgds,

Eric Lehner, CEO
Winning Brands

Question

Shareholders have asked whether I could give even a rough idea of when the first GH Burn product will be available for purchase from Winning Brands, for distribution and online retail.

Answer
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Based on product team collaboration this weekend, we are targeting to have first Winning Brands product sales of the GH Burn product line in 90-days.  Winning Brands will have a product-specific joint venture site in which Winning Brands will collect online consumer payments direct via VISA/MasterCard etc with PayPal, for starters.

Much being done to get this moving.

Want to FEEL where Winning Brands is headed? Try this video for 60 seconds.

WE ARE WORKING OUT NOW, FOR THE ULTIMATE COMEBACK STORY.

A new joint venture website is under development. Share the energy.

Video Link: https://www.youtube.com/watch?v=a5lF5INvYl8 …

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I thank the team at Uptick Newswire for organizing a podcast interview
in which to share further thoughts about Winning Brands.  

A link to the interview audio file is here:

https://upticknewswire.com/interview-ceo-eric-lehner-of-winning-brands-corp-otcpink-wnbd-2/

ADDITIONAL DETAILS:

In the interview, I mention for the first time two names connected with our (several) joint venture aspirations; one in nutraceuticals and the other in the food sector.

Nutraceuticals: GH Burn Product Line

This is a nutraceutical line that was developed and test-marketed by a private company in the UK, Hantian Labs,  4 years ago. The tests there and in North America confirmed consumer demand, product effectiveness and smooth supply chain operation. During that test period, significant sales were generated.  This high-quality product line is backed by clinical studies and is contract-manufactured in a first-rate facility with a wide range of certifications. The product also has various government approvals required for sale.

Hantian Labs’ GH Burn project paused in October 2016 in order to perform a vend-in to a U.S. OTC public company, to facilitate a next stage of growth of the product line through expanded marketing.  After the vend-in, the publico encountered administrative delays in organizing the launch for reasons that had nothing to do with the product itself.  There had been competing visions for that public company’s future amongst key stakeholders with the result that the publico’s initiatives were stalled until agreement was reached.  This has only very recently been resolved.  That entity is now in the process of catching-up with its administrative, governance and SEC reporting back-log, according to a positive new vision.  This restored clarity will help their shareholders when further announcements emerge as they progress through their catch-up.  They will become current in their own reporting, etc. That entity is  www.HealthAdvanceInc.com  and their website is under construction.

Winning Brands has been of assistance in the return of goodwill and vision within that organization and is being granted a joint venture opportunity for the resumption of the launch of GH Burn (and some associated products) via Winning Brands.

The thrust of this product line is male potency..  GH Burn (and its associated line extensions) is a set of proprietary formulations that are designed to enhance the male body’s hormonal system (which begins to deteriorate after the age of thirty, on average). Surpassing its competitors in synergistic abilities, GH Burn has been demonstrated to increase the production of human growth hormone naturally, improve energy levels, mental alertness, metabolism and lean muscle mass.  It does this while decreasing appetite and unhealthy cravings. Even parameters of cholesterol, blood pressure, sleep rhythms, libido and stamina have been designed into the product line.  I could say more, but will save that for closer to the time of our re-launch.

I have the consent of the other party to share this mention of the brand name. I would rather have waited to discuss these details, but I also know that shareholders need to have as much concrete material as possible to trust that Winning Brands joint venture plans are real and substantive, both.  So I am taking the risk of providing a preview in the spirit of teamwork with shareholders. The preview helps put things into perspective.  There is huge opportunity here for Winning Brands to bolster its comeback with the addition of such a winning brand to our plans.  The potency-focused nutraceutical sector itself is growing substantially.  The changing age pyramid in society, and our much higher expectations today for remaining vital throughout our adult years, are driving strong demand factors.  The upside is immense.  There is enthusiasm on the part of all parties in this joint venture that Winning Brands play a part in the re-launch.

This is an example of Winning Brands earning “sweat equity” into a joint venture business opportunity as an alternative to having to “purchase” conventional equity with cash.  The bottom line is that Winning Brands will have a key role in helping the re-launch of GH Burn and spin-offs under development, and sharing in the benefit.  That is what we are planning together.
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Key point for Winning Brands shareholders:  The fact that GH Burn is not presently available at retail is not a problem – that is the opportunity.   There are website links that have to be revived, social media content brought up-to-date, listings regained, etc. We are going to help this product swing back into action, and Winning Brands shareholders will benefit with our partner as a result.     There is much, much more to share in due course about the positive characteristics of this new product line (and its companion item for women), however, there is enough time for that ahead.  My focus is on pulling it across the finishing line and getting started.  The growth opportunities are terrific.

Fun Fact:  The majority of the entire iHUB community of hundreds of thousands of investors are ideal candidates for our new product line.  They are mostly male and interested in potency in all its forms.  This is the ideal setting and product line to combine into a large base of “investomers” (investors who are also customers).  I can’t wait to make GH Burn a “household name” amongst fellow iHUBers!  

Food Sector: Retailer Testing with Oceans Fresh Foods

In the March 12, 2019 Winning Brands CEO Weblog entry, I described the food sector JV structure in detail, complete with chart.  Rather than repeat that here, I’ll simply confirm that the first target retailer with whom our JV partner and Winning Brands have been collaborating is a rapidly growing Toronto area supermarket group that is making huge strides tapping into the changing composition of North America’s major cities, with a focus on expanded multi-ethnic food specialties.  Our logistics partner has been making routine test deliveries of uniquely sourced foods, through a clever international supply line, and is proving to be an ideal associate with whom Winning Brands can strengthen our work with supermarkets.

There is just one last detail to complete in this JV plan for implementation to ramp-up beyond the test volume phase, namely, that our 3rd party Accounts Receivable financing facility be increased to $200,000 on a single account basis.  We have a $250,000 A/R facility already, but this is distributed across a range of accounts, with no single customer representing such a high proportion of the total facility.  The solution may be emerging in the form of a re-insurance plan, by which our A/R provider syndicates the risk.  This will help us to grow the entire facility in due course to accommodate the anticipated higher level of A/R required in the future.  We can’t grow beyond the nominal test volume until this detail is resolved because the incoming goods have to be pre-paid yet the retailer pays in 60 days.  Therefore, in order for us to have a large steady flow, we need to have at least $200,000 A/R set aside for this specific account.  We can easily use that up on a continually revolving basis, extrapolating from our test experience, if the operation rolls out.

Each different JV has its own appeal.  The unique quality of this one is that the flow is steady because of a standing order from the retailer to provide as much as we can on a regular basis.  The margins are lower, but the operation is like clockwork and we can generate good volume.  Furthermore, this provides a foot in the door for Winning Brands to re-enter the supermarket sector with refreshed ideas for additional food items, the cleaning product category and other line extensions.

Again, this is something that I would rather have waited to discuss in such detail, but by sharing the name of our first supermarket customer for the food sector JV, our shareholders can see for themselves that we are not kidding around with Mickey Mouse plans.  Oceans is large, respected, growing and good to work with.  If I can pull that A/R technical solution across the finishing line, we are off to the races.

LINK: https://www.oceansfood.ca/store.html 

In an ideal world, I would have kept all of this quiet until even more of the elements had settled into place.  It is always better to announce things that have already happened, rather than discussing plans.  On the other hand, shareholders are partners.  How can shareholders be supportive, patient and positive if there is not a shared vision?  I am trying to strike the right balance between providing a glimpse of things to come but remaining straightforward about the fact that certain elements of these and additional joint ventures under development need to be finalized.  My guiding principle is to be authentic in the pursuit of these objectives. I trust that we can pull enough good things together so that we and our business associates can flourish together.  Winning Brands is being revitalized.  It will not happen overnight, but it is clearly happening.

Cheers,
Eric Lehner, CEO
Winning Brands

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As a courtesy –  just letting you know that the interview with Uptick Newswire was completed.  I do not know when it will be finished in post production on their end or disseminated.  I think it will be at least several days or next week.

In the meantime, I am preparing more background material that will be posted here to coincide with that release, because I do mention some names in the interview.  I will be ready here with a reference post that has convenient links for you, and some more background.
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Since last year, Uptick Newswire has been inviting me to return for more discussion about Winning Brands plans and operations.  I have declined these invitations until I felt that momentum was really going our way and the discussion could be meaningful.

A live discussion adds something extra that dry reports, and even blog updates lack.  Spontaneity and personal energy in conversation takes us further in communication, conveying more than the message itself.

The interview with Uptick Newswire will take place on Monday 25th, and will be posted by Uptick Newswire during that week.

I thank Winning Brands shareholders for their many helpful suggestions and e-mails of support as we swing into 2019 with renewed vigor.
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Rgds,

Eric Lehner, CEO
Winning Brands

Shareholder Question

Good Sunday sir.  I am texting to ask if you have ever thought of a share repurchase program? I read in your blog potential investors want you to raise the price in order to receive the loan. Maybe this way everyone wins. Use a percent of the loans to go toward repurchase program, some towards JV, Pps rises and more loans come in. At this price it seems you could buy on the open market for around 6 months and retire 500 million to a billion shares. It would make a lot more appealing moving forward and clean up the books. 

Answer

Thank you for your question.  You have anticipated one facet of our strategy to support our shares long term. There is a way in which shareholders are in a “win-win” situation, if we can alter our operating conditions somewhat.

If Winning Brands can generate sufficient operating net profit and allocate the surplus in two directions, debt repayment and share re-purchases, then shareholders can benefit from share repurchase (because the repurchases are not just short term and temporary).

Two alternatives can exist, and both are positive.

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The alternative scenario is that the positive circumstances of the company cause the share price to increase beyond an affordable buyback scenario.  In that case, the buyback is a moot point because the price will be considerably higher than it is now – and that will be good for shareholders too.

Accordingly, the top priority is to find a way to add profit flow to Winning Brands.  This may be possible through astute joint ventures in which Winning Brands’ partnership is “purchased” through its effort and JV service contribution, rather than cash.  We are working on some of those scenarios now.

Aside from all the fancy planning, some things in life come down to plain old-fashioned good luck.  We seem to have been getting some lucky breaks recently.  These have a way of creating a new vibe that leads to favorable outcomes.  One should not depend on luck of course, but plenty of success stories have had special moments of good fortune.

Let’s be open to all of these things.

Cheers,
Eric Lehner, CEO

We have a number of new shareholders.  Most are not familiar with a niche product that Winning Brands has been supplying, TrackMoist™.   We have not given  TrackMoist™ enough marketing support, but it generates good feedback. With enhanced marketing, this can grow.

Today we received a good message from an application specialist who needs another skid.  That’s approximately 165 gallons. Randy is the “go to guy” for conditioning the soil footing for sporting events.  This is what Randy wrote with today’s order.

I’ve had lots of successful applications this year, lots of new people, “the word of mouth” contacts are getting more frequent and making huge progress in the Rodeo world, just dealing with so many non believers until they see it in action, have done lots of demonstrations, but I’m in the middle of a real busy schedule at the moment but will go back thru and try to document for you. 

Meet Randy on the Job (VIDEO): https://www.youtube.com/watch?v=E6nThqRIZRg

Here is the  TrackMoist™ website:   www.TrackMoist.com 

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As discussions progress toward launch of joint ventures, more detail can be provided to reflect developments.  The following remarks expand on our Food Sector plans.

Our food sector pilot project received a boost today when our target supplier of the A/R (accounts receivable) financing structure reaffirmed their enthusiasm for this concept.  We are awaiting final approval by them of the expansion of our cleaning sector A/R facility into this sector.  The first target supermarket confirmed to our A/R grantor that the initial experiences have been positive and that they are willing to commit to invoices for trial deliveries.  Also encouraging was the fact that the A/R grantor is exploring a reinsurance approach to mitigate their risk in elevating the facility limit to a level that is high enough to make the program capable of growing with the supermarket’s (hoped for) increasing demand as the project gains momentum after launch.  It was important to address this in advance so that we would not be stuck in a successful program with insufficient A/R capacity.

The chart below can be clicked on to expand in size.  It describes the premise of the intended program.  There are many artisan food suppliers who by themselves are too small to deal with supermarkets.  This is especially true for the multi-ethnic food suppliers outside North America, such as in the Caribbean.  Our JV partner has deep roots in the sourcing and importation of suitable products from that region and elsewhere in Latin America, but has less experience and track record in dealing with large retailers in formal, structured, high volume marketing arrangements.

This partnership of effort allows two enterprising smaller entities to leverage the resources of larger parties and manage the process with skill sets that create a better outcome than either party would have by themselves.

The fact that pilot project deliveries have been made successfully, and that the first target supermarket group has requested expansion of service, sets the stage for a meaningful program, rather than something trivial.  The population of Metropolitan Toronto, one of North America’s largest cities, is over 6 million, with a significant ethnic mix, and growing rapidly.  This niche in the food sector, multi-ethnic, is more attractive for smaller aspirants than institutionalized mainstream supply dominated by food conglomerates. This niche is large enough (with millions of consumers) that even modest success could be impactful to WNBD cash flow, and improve the appeal of the company to financial service providers.  THAT is really the point of the exercise.  Winning Brands needs to demonstrate the ability to generate turnover, one way or another, to be a serious candidate for institutional financing.  This JV, and the others we have under development, will make that point.
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We are already deep into the creation of our launch website for this program, but are keeping it under wraps until the A/R team gives us the final green light.  Our company name was generic in nature from the outset because it was always our plan to embrace more than one product line or sector.  Perhaps now is the time that the name Winning Brands will serve us particularly well, as we expand our scope.

Eric Lehner, CEO
Winning Brands

Shareholder Question

I came across this interesting piece of information [IR Service Provider] while browsing Saddle Ranch Media’s OTCmarkets page. Are you allowed to comment on what this could mean? Is it a mistake?

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Consulting negotiations have been underway with a number of firms as a method to boost Winning Brands revenue, reduce cost-of-good-sold and to cultivate JV opportunities.  The “service provider” designation posted by that company is premature and was made without Winning Brands’ knowledge.  I have now brought this to the attention of that company and pointed out that this designation should not appear unless and until a contract is activated.  It is important not to read too much into this presently.  It does prove that Winning Brands is active behind the scenes to foster mutual opportunities for our shareholders but in this particular case the posting by that company was definitely premature.

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Winning Brands Activates Non-Dilutional 
Working Capital Financing Program

Brings JV Programs Closer

New York, NY — March 6, 2019 — InvestorsHub NewsWire — Winning Brands Corporation (OTC.WNBD) www.WinningBrands.com has taken the first step in activating a non-dilutional working capital funding program as an alternative to convertible note financing or other share issuance methods, in order to provide working capital for growth. A first installment from an initial participant has been processed today. Further participation is anticipated based on interest expressed.

Winning Brands had recently discussed in its social media accounts the company’s preference to avoid dilutive financing while still pursing certain joint venture ambitions as well as restoration of its PINK Current Information Tier under the OTC Markets alternative reporting guidelines.The discussion appears in a CEO weblog maintained for Winning Brands shareholders at www.WinningBrandsCorporation.com/blog. It is a journal of the company’s mission, providing answers to shareholder questions. The weblog is a regular source of public information pertaining to Winning Brands, pursuant to SEC Fair Disclosure guidelines. Winning Brands CEO Eric Lehner also maintains a Twitter presence:www.Twitter.com/WinningCEO.

There is no pre-set maximum amount of the Winning Brands working capital loan structure discussed with shareholders; however, minimum installments of $10,000 have been stipulated. The first participant has today made the required minimum advance, based on a 15% APR (annual percentage rate) Working Capital Financing Promissory Note format. Each advance is to be settled in installments between 90-180 days from the date of advance. The advance is not convertible into company stock. Such advances are linked by the company to specific operational goals that the company has already discussed publicly in the CEO weblog. In this manner shareholders can provide short term assistance to theircompany, helping it to progress to specific goals and seeing their funds at work through public operational updates.

The program is not a securities offering, and is not subscription-based because it is not convertible to any form of stock, nor is the arrangementtransferable to any third party or marketplace. Advances will be treated as short term liabilities for reporting purposes.

As a consequence of the commencement of the program, and the first $10,000 participant, the company is targeting the announcement in March of a new joint venture which will bolster Winning Brands reach into a new market to increase cashflow. Evidence of the implementation of this non-dilutive working capital program was needed by Winning Brands management, and the joint venture partner, to move to the next stage of their JV planning.

Winning Brands CEO, Eric Lehner, comments: “The dollar amount of this particular transaction is trivial in the big picture. The size is not the significance of this event, nor the reason for this information release. Instead, it is the fact that our mechanism now exists and has its first participant. This illustrates that interested parties now have a practical way to participate – it’s not just theoretical. The $10,000 minimum installment size makes the program accessible to many shareholders. We appreciate the leadership of our first participant. Their action will be beneficial to us all, as will be the support of additional participants. It is healthy for everyone’s interests. The more participation there is, the faster and better our progress can be.”

ABOUT WINNING BRANDS CORPORATION:  Winning Brands is expanding its scope to include cooperative product launches with innovators whose projects can benefit from public company partnership of effort: Winning Brands has previously been, and continues to be, a manufacturer of record for advanced environmentally oriented projects as it expands its product scope going forward for the benefit of its shareholders.

A MESSAGE FOR WINNING BRANDS SHAREHOLDERS: No arrangements have been made, and none are contemplated at this time, for the issuance of new shares for the conversion of convertible debt in connection to this news release. Furthermore, no arrangements have been made, and none are contemplated at this time, for a reverse split of stock.

General Corporate and Business Development:

Eric Lehner, CEO

WINNING BRANDS

92 Caplan Avenue, Suite 134

Barrie, Ontario L4N 9J2

Tel: (705) 737-4062 , Ext. 8

eric@winningbrands.ca

Safe Harbor: Statements contained in this news release, other than those identifying historical facts, constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934 and the Safe Harbor provisions as contained in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relating to the Company’s future expectations, including but not limited to revenues and earnings, technology efficacy, strategies and plans, are subject to safe harbors protection. Actual Company results and performance may be materially different from any future results, performance, strategies, plans, or achievements that may be expressed or implied by any such forward-looking statements. The Company disclaims any obligation to update or revise any forward-looking statements. 1000+ Stain Remover is a trademark of Niagara Mist Marketing Ltd.

Thank you to WNBD shareholders for your interest in our next steps and for your related questions. To provide further context  for Winning Brands’ proposed strategy, the following overview is provided in Q & A format for convenience:

What does Winning Brands do now and what will be different going forward?

Winning Brands owns proprietary environmental cleaning product formulations and brand trademarks.  In the early days, the company was planning for the sale of these consumer products to be the basis of its growth and the company had its own factory for production.  It was not possible to gain sufficient sales growth, fast enough, for the company to be self-sufficient without public market financing.  Like many OTC companies, we had operating losses that needed to be financed.  Winning Brands has been reducing its losses every year since it began public filings and eventually reached break-even on a cash basis.  However the break-even point was achieved more by cost cutting than sales growth.  An example of the cost cutting was to shift from operating our own factory to contract packaging.  Winning Brands’ sales of its cleaning solutions has amounted to several million dollars in aggregate over time, but was not sufficient per year to be profitable in this one category.

The company has therefore decided to leverage its consumer product and retail experiences to work with additional product lines whose owners can benefit from a partnership of effort for mutual gain.  These will be “joint ventures” and will give WNBD shareholders more ways to benefit from their public company in the future.

If Winning Brands did not succeed before, why should its “experience” have value to someone else now?

Winning Brands did succeed in some important ways, but not in others.  What we did accomplish was to bring early formulations into contemporary regulatory compliance, gain retailer listings, develop widespread goodwill amongst tens of  thousands of consumers (to this day) and to remain in business despite the challenges. Survival skills have value too.

What Winning Brands did not succeed at is to achieve profitability soon enough to become self-sustaining.  The company became overly reliant on the Regulation D, Rule 504 stock issuance fundraising mechanism, at a vulnerable time in its growth.  When the Regulation D, Rule 504 mechanism fell out of favour with regulators,  and many companies were put into a partial deposit restriction for their DWAC eligibility, convertible promissory note financing was relied upon as an alternative.  However, this was unhelpful in the long run, because they were to be settled with share issuance at a floating exercise price that accelerated the pace of stock issuance.   The conversion feature of those notes had the OTC marketplace standard provision of being convertible at a price-per-share that was related to prevailing market price, rather than to a fixed price.  If a stock price is declining, this feature accelerates a downward spiral.  This is why that type of convertible debt is sometimes described as “toxic”.  If a share price is rising, this same provision can be beneficial to the company.  Whether the convertibility feature is “toxic” or not to the company depends on the trend-line of that company’s stock price at the time of conversion.

Settlement of Winning Brands’ convertible notes caused the outstanding sharecount to increase too rapidly.  This hampered our ability to raise replacement capital.  Rather having a second reverse split, the company instead chose to contract to a minimum crew operation, with outsourcing, and retain its core brands and several good retailer listings.   We lost some retailers, but kept others. To this day, Winning Brands’ lead product, 1000+ Stain Remover can be found online at Home Depot USA with good consumer ratings, in Do it Best hardware stores, Home Hardware, Lowe’s Home Improvement in Canada and other settings.

Therefore, Winning Brands does have considerable retailer and distribution experience, and good commercial relationships that it can deploy under the right conditions – meaning new non-toxic financing and an interesting expanded product mix via joint venture(s).

Winning Brands has spoken of joint ventures before.  This has not yet made the necessary positive contribution.  Why is that?

Joint venture partners are in a new relationship.  Like all relationships, it passes through phases.  If the parties sense in the very early stage (trial phase) that it’s not a good fit, then it is better to not proceed further, and find a better fit instead.

In the case of an air cleaning consumer product that Winning Brands was considering, Winning Brands determined early into the relationship that the inventor of that product was not comfortable making technical changes that Winning Brands considered necessary to achieve consumer appeal and to gain insurance underwriting.  The insurance factor was important because the product was plugged into the electrical wall outlet and required the use of water.  We wanted a re-design whereby the unit would operate from rechargeable batteries instead, or with a cord that removed it far enough from the outlet to ensure safety.  A test marketing campaign for the inventor’s original prototype did not yield sufficient sales results to warrant going into the next phase.  This confirmed Winning Brands’ concern.

In the case of of the tablet cleaning product, Winning Brands has not yet been able to raise the funds that it needs to contribute in order for the JV to fully vest.  This can still be cured and that relationship can be modified to suit future conditions.  This relationship is pending more financial heft by Winning Brands, and other moving parts in the equation.

Two additional additional JVs had been discussed publicly, one in the bakery field and the other in fintech.  In the absence of JV financing, Winning Brands encouraged  both those parties to connect with interested public companies that were in a position to acquire their operations.  It is not Winning Brands’ desire to hold back prospective businesses until Winning Brands finds a non-dilutive refinancing method.  Thus, those enterprises have carried on in their own destiny prior to the commencement of a joint venture and good relationships have been retained with Winning Brands.
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There are further JV possibilities –  these seem more likely to materialize under our present conditions.

Project 1 of this group is an additional food sector opportunity, Project 2 is a consumer product line with a twist that has real appeal for the OTC markets in a cool sector and Project 3 is a video gaming industry tie-in that includes a relationship with well-known and respected clients/associates.

The negotiations with these joint venture candidates do not require cash investment by Winning Brands.  In the case of these three, Winning Brands is contributing its insights, connections and shared work to own a piece of the commercialization, without having to buy those companies’ stock.  Those JVs will each be independently financed with the assistance of Winning Brands, but not through Winning Brands. Therefore, the dilution caused by that financing will occur in those enterprises, not in Winning Brands.

What Winning Brands must do to qualify to activate those joint ventures is to bring its reporting status up-to-date with OTC Markets and to perform certain internal arrangements to be able to deal professionally with those new partners and markets.  This is why a relatively small sum can deliver out-sized impact for Winning Brands shareholders in these projects.  There are additional candidates, however we need to focus on implementing properly before proceeding with too much too soon.

Are you doing a reverse split, and if not, why not?

The only time that a reverse split can be beneficial for shareholders is when the circumstances of the company are so much better that the new higher share price (that occurs as a result of the reverse split) can be maintained afterward.  This is not usually the case in OTC Market reverse splits because the companies performing them typically still have heavy dilution activity pending after the reverse split to satisfy more convertible promissory notes or to raise money to cover operating overheads.  In my opinion, the company needs to be in a self-sustaining (consistently profitable position) AND have access to other more conventional financing for a reverse split to be successful, from a shareholder perspective.  Therefore, Winning Brands has no present plans for a reverse split and is not even in any exploratory talks for this.

Winning Brands presently has a 2-step plan to acquire conventional non-dilutive financing.  Step 1: With a $50K non-dilutional, non-convertible loan, with a term of 6 months, Winning Brands can perform the administrative requirements to be fully current in the Pink Current  Information tier again and qualify to complete the negotiations for the three joint ventures described above.

The first of these joint ventures is of a nature that would deliver immediate cash flow to Winning Brands because Winning Brands will be utilizing its own $250,000 accounts receivable financing facility with a prestigious financial institution (when we are Pink Current Information Tier again)..  This A/R facility is one of the contributions that Winning Brands is bringing to the joint venture.  In other words, Winning Brands has both the retailer experience and A/R financing facility to allow that JV partner to increase sales fast.  Our JV partner is the sales expert, not me (our shareholders will be glad to know).    Trial shipments have already been made to test that partner’s ability to satisfy the initial target grocery store group with delivery and quality performance.   These trials were successful.  When Winning Brands’ A/R facility will be deployed, then Winning Brands will become the vendor of record and will quickly develop an attractive deposit history with our bank arising from a substantial flow of new business.  When this is proven to the bank and to other parties watching, and they persist for 6 months, then Winning Brands will qualify for many conventional merchant advance capital offerings in a much larger amount than the $50K kicker,  This will be the mechanism to payout the $50K, i.e. by means of the larger take-out conventional merchant advance mechanism.  That is Step 2. This generates no Winning Brands shareholder dilution, and will make more capital available to Winning Brands for enhanced professionalism and further opportunities.

The second and third joint venture referred to above can also deliver cash flow without direct Winning Brands capital investment, but the cash flow from those is not as immediate, because the financing of those projects through third parties will require approximately 2 months to complete, and then activation will require at least another 2 months.  In terms of scalability and reach, Project 2 and 3 may make a larger contribution than Project 1 – they will just take longer.

Any luck in obtaining the $50k loan? Any leads? Good luck!

Thank you.  Yes, we have a new lead.  I have always said that OTC market penny stock investors are bright and enterprising.  This environment provides good opportunities for people who have self-confidence and ambition on both the investor side and the emergent company side.   However, this lead may not come through, so I must emphasize that it is only a possibility, and cannot be counted upon.  Whoever does come through should be considered a natural leader because that person will have created authentically positive conditions for everyone, not merely for themselves.

Thank you again, Winning Brands shareholders, for your interest in the company and for your own “partnership of effort” in our success.  That is our goal.

https://www.homedepot.com/b/Paint-Paint-Thinner-Additives-Solvents-Cleaners/1000–Stain-Remover/N-5yc1vZc5bqZ9vn

Our trading volume has increased significantly over the past week, and the stock price has doubled.  I am addressing these positive developments below, with confirmation that all WNBD shareholders have a “level playing field” regarding material information.  

1. No one was more surprised than me to see the significant buying.  This buying has nothing to do with any privileged information regarding the operation of Winning Brands.  This volume has arisen from the decision by any number of people to take a stock position in the company while our market cap is low.  I do not know who they are, what prompts them, or what their trading plans are.  Therefore, any accumulation that is occurring is the result of  their independent evaluation of the likelihood that our stock will increase in price.  It happens from time to time that stocks trading in the low triple zero price range attract the attention of sophisticated sub-penny traders who are looking for companies that can increase again under the right circumstances.
2. There has been no dilution.  No promissory note conversions have occurred and no strange arrangements, substitutions or deals have taken place.  The float has not changed.  The share structure figures were recently verified by OTC Markets and appear on WNBD’s Company Profile page.
3. There is no discussion or planning going on for a reverse split.  This does not mean that there will never be one of course, however there are absolutely no discussions underway toward such an action either internally or with others.

On the subject of people contacting our office and having conversations, I offer these comments –

• I ensure that I do not put people into possession of material information that is not already public.  I am prepared to clarify the meaning of earlier public statements if a shareholder has a question, and I am willing to take an e-mail address for our shareholder list.  I observe this principle no matter how “long” the conversation is that I have with someone.  If any shareholder is satisfied or enthusiastic after our discussion, I am pleased, but it will not be because of them being in possession of special knowledge.  I make the same point to everyone –  any investor willing to support Winning Brands in a manner that is beneficial for shareholders is welcome to discuss how they can help the company, and proper arrangements can be made.
• I have made it clear to any such shareholder enquiries that the company requires capital for growth, but that I would rather find ways to accomplish this without dilution, or with minimal dilution.  Accordingly, the share structure was unchanged last year.  The company continues to seek strategic means to deal with the capitalization Catch-22.
• The company will provide updated financial and operating reports to the OTC Markets as soon as the total package can be completed by the accountants and attorney required, and the company is in a position to pay all associated costs for this process, including the applicable OTC Market fees.

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• Pending that, I will be providing an operational update in March to ensure that our shareholders have a clear picture of where we stand on our projects.

Summary –

Whatever the shortcomings of Winning Brands have been in the company’s pursuit of its business goals, the company’s integrity is a consistent factor.  We have pursued legitimate aims, and we have communicated with shareholders extensively over the years in a professional manner.  It is clear to me that the current market cap below $1 Million is not even remotely close to what I aspire to deliver through improved progress, using new methods to “get out of the rut”, to put it bluntly.   There are skeptics about our chances for success, and their doubts are justified.  Nonetheless, the recent increase in WNBD trading volume  illustrates that there are forward-looking individuals who see in Winning Brands certain character qualities that they appreciate.

I remain dedicated, energized and committed to our growth, despite the challenge of having insufficient capital to implement the company’s goals.  Winning Brands has many positive commercial relationships that can and will benefit Winning Brands under the right conditions. This makes it possible for substantial percentage gains in the sub-penny market.  That is why our new shareholders are here.  My goal is to deliver this.  We have done so in the past, and can do so again.

Respectfully yours,
Eric Lehner, CEO