It was brought to my attention today that 340M shares were issued without my consent. This arose from an administrative misunderstanding at the transfer agency.
A relatively small $28K 5% APR promissory note from January 2017 was not to be converted, but rather settled in cash through normal future business operations. However, our stock transfer agent received a conversion request directly from the holder. Our written agreement with the stock transfer agent is that the company has 2 days in which to review such a direct conversion request and agree to it or to contest it, failing which, the shares would be issued.
It turns out that the stock transfer agent sent the issuance request to Winning Brands by e-mail with file attachments that were too large for our e-mail server, and our firm did not receive the written notification to review. A “bounce back” from our server gave the error message of exceeding file size. Instead of re-sending a message with no attachments, the transfer agent used a non-company address that appeared in their records from 2017 believing in good faith that it was a valid address. If this issuance request had actually been received by us, then we would have reminded the holder that the understanding was to waive further conversion and to settle instead from future cash flow.
In view of the fact that Winning Brands did not actually receive the conversion notice from the transfer agent, the company is discussing with the transfer agent and other parties what steps can now be taken.
I am bringing this to the attention of our shareholders proactively with the reminder and pledge that it is has been the company’s policy since 2017 to not increase its share count until shareholders are informed otherwise.
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Regardless of the outcome of this situation, our policy has not changed. The transfer agent and Winning Brands have put into place an additional communication safeguard to prevent a re-occurrence and are reviewing options.
Where goodwill exists, solutions often emerge.
Respectfully,
Eric Lehner
