Shareholder Question: Form D

QUESTION

Eric, An IHUB user posted this link this morning:  http://ih.advfn.com/p.php?pid=nmona&article=50963614  t is the “Small Company Offering and Sale of Securities Without Registration (D)” Near the bottom it states:

13. Offering and Sales Amounts

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Total Offering Amount $   1000000    o Indefinite
Total Amount Sold $   145300   USD  
Total Remaining to be Sold $   854700   USD o Indefinite

It is a little disconcerting to see this numbers and I know this doesn’t contradict your post from January 24th: “An ideal solution would be a substantial paid-in capital tranche, perhaps $2 Million, through a Preferred Share mechanism, in order to end the subscription-based growth of supply of common shares.  This concept is being discussed with select parties who have connections to accredited investors, and with accredited investors themselves…. We have an excellent business plan and sound use-of-proceeds proposals.  As a practical matter, a great deal of due diligence is required on the other side and can take months.  Potential participants are not limited to the United States and may be based in Canada. Although we have accepted 504 financing as a part of the solution in the past and present, it is no longer a solution for the long term, or even medium term, future.   Retail share buying demand must have a chance to catch-up with supply of common shares by means of ending 504 and debt conversion generated supply as soon as practical.”  In light of this recent filing should we anticipate that “as soon as practical” still may be many months away?

ANSWER

Regulation D, Rule 504 permits qualified exempt issuers to raise $1 Million per year, or on average, approximately $83,000 per month.  Our filing reports that Winning Brands has sought substantially LESS than the permitted amount in the last several months; only $48,433.33.   This decline in the amount sought by Winning Brands through this mechanism, and its end, will continue by replacing same with other sources that are being developed currently.  It is not possible to predict exactly how soon this will be completed, and the CEO Weblog post of January 24th post remains accurate.  It is being worked on. I have no reason to believe that the company will not achieve the stated goal.

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