3
Q3 2021
Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
As of the Current Reporting Period, for the three months ending September 30, 2021, the number of
shares outstanding of our Common Stock was 4,945,741,540.
As of the Prior Reporting Period, for the three months ending June 30, 2021, the number of shares
outstanding of our Common Stock was 4,520,022,958.
As of the most recent completed Fiscal Year End, December 31, 2020, the number of shares
outstanding of our Common Stock was:3,808,281,098.
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of
1933 and Rule 12b-2 of the Exchange Act of 1934):
Yes: ☐ | No: ☒ |
Indicate by check mark whether the company's shell status has changed since the previous reporting period:
Yes: ☐ | No: ☒ |
Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:
Yes: ☐ | No: ☒ |
1 "Change in Control" shall mean any events resulting in: (i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities; (ii) The consummation of t he sale or disposition by the Company of all or substantially all of the Company's assets; (iii) A change in the composition of the Board occurring within a two (2)- year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
- Name and address(es) of the issuer and its predecessors (if any)
In answering this item, provide the current name of the issuer, any names used by predecessor entities, along with the dates of the name changes.
Current Name: WINNING BRANDS CORPORATION
Name History:
Essex Enterprises, Inc.
May 1995 (Incorporation) to Dec 1996
Veronique, Inc.
From Dec 1996 to Apr 1999
Digital Launch, Inc.
From Apr 1999 to Feb 2000
Global E Tutor, Inc.
From Feb 2000 to Oct 2005
Winning Brands Corporation
From Oct 2005 to Present
The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):
Delaware. Active.
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:
None.
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:
It is anticipated that the issuer will have an additional subsidiary following completion of the acquisition of a "Tech Division" described in this report.
The address(es) of the issuer's principal executive office:
92 Caplan Avenue, Suite 134
Barrie, Ontario, L4N 9J2
Canada
The address(es) of the issuer's principal place of business:
Check box if principal executive office and principal place of business are the same address: ☒
Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?
Yes: ☐ | No: ☒ |
2) | Security Information | ||
Trading symbol: | WNBD | ||
Exact title and class of securities outstanding: | Common Shares | ||
CUSIP: | 975012105 DWAC Approved / DRS Approved 2021 | ||
Par or stated value: | $0.001 | ||
Total shares authorized: | 5,000,000,000 as of Sept 30, 2021 | ||
Total shares outstanding: | 4,945,741,540 as of Sept 30, 2021 | ||
Number of shares in the Public Float2: | 4,911,670,871 as of Sept 30, 2021 | ||
Total number of shareholders of record: | 217 as of Sept 30, 2021 | ||
Additional class of non-publicly trading security: | |||
Trading symbol: | Not Applicable | ||
Exact title and class of securities outstanding: | Preferred Shares | ||
CUSIP: | Not Applicable | ||
Par or stated value: | $0.001 | ||
Total shares authorized: | 10,000,000 as of Sept 30, 2021 | ||
Total shares outstanding: | 10,000,000 as of Sept 30, 2021 | ||
Transfer Agent | |||
Name: | Pacific Stock Transfer | ||
Phone: | 800-785-7782 | ||
Email: | info@PacificStockTransfer.com | ||
Address: | 6725 Via Austi Parkway, Suite 300 | ||
Las Vegas, Nevada, 89119 | |||
www.PacificStockTransfer.com | |||
Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒ | No: ☐ |
- Issuance History
The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.
- "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control pers on"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.
- To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
A. Changes to the Number of Outstanding Shares Dec 31, 2018 - Sept 30, 2021 (Table Below)
Shares Outstanding as of Second Most | ||||||||||
Recent Fiscal Year End: | ||||||||||
Opening Balance | ||||||||||
Date | Dec 31/18 | Share Count is Transfer Agent Verified | ||||||||
Common: | 3,468,281,098 | |||||||||
Preferred: | 10,000,000 | |||||||||
Individual/ Entity | ||||||||||
Value of | Shares were | Reason for share | ||||||||
Number of | shares | Discount | issued to (entities | issuance (e.g. for | Restricted or | Exemption | ||||
Date | Shares | Security | issued | must have | cash or debt | Unrestricted | or | |||
Transaction Type | to Market | |||||||||
Issued (or | Class | ($/per | individual with | conversion) -OR- | as of this | Registration | ||||
(Yes/No) | ||||||||||
cancelled) | share) at | voting / | Nature of Services | filing. | Type. | |||||
Issuance | investment control | Provided | ||||||||
disclosed). | ||||||||||
Mar 6 2019 | Issuance | 340,000,000 | Common | $0.00002 | Yes | Blackbridge | Debt | Unrestricted | Section | |
Capital | Conversion | 4(a)(1) | ||||||||
Alex Dillon | ||||||||||
Apr 27 2021 | Issuance | 400,000,000 | Common | $0.000005 | Yes | Carpathia LLC | Debt | Unrestricted | Section | |
Joe Canouse | Conversion | 4(a)(1) | ||||||||
May 15, 2021 | Issuance | 311,741,860 | Common | .001 | Yes | Jahoco LLC | Debt | Unrestricted | Section | |
James Canouse | Conversion | 4(a)(1) | ||||||||
Carpathia LLC | Debt | Section | ||||||||
Issuance | 279,994,922 | Common | .000075 | Yes | Joe Canouse | Unrestricted | ||||
July 12, 2021 | Conversion | 4(a)(1) | ||||||||
July 29, 2021 | Issuance | 145,723,660 | Common | .001 | Yes | Jahoco LLC | Debt | Unrestricted | Section | |
James Canouse | Conversion | 4(a)(1) | ||||||||
Shares Outstanding on Date of This | ||||||||||
Report: | ||||||||||
Ending Balance | ||||||||||
Date | Sept 30, 2021 | |||||||||
Common: | 4,945,741,540 | |||||||||
Preferred: | 10,000,000 | |||||||||
This is an excerpt of the original content. To continue reading it, access the original document here.
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Winning Brands Corporation published this content on 27 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 January 2022 03:18:01 UTC.