United States securities and exchange commission logo
August 5, 2022
Eric Lehner
Chief Executive Officer
Winning Brands Corp
92 Caplan Avenue, Suite 134
Barrie, Ontario L4N 9J2
Canada
Re: Winning Brands Corp
Offering Statement
on Form 1-A
Filed July 13, 2022
File No. 024-11935
Dear Mr. Lehner:
We have reviewed your offering statement and have the following
comments. In some
of our comments, we may ask you to provide us with information so we may
better understand
your disclosure.
Please respond to this letter by amending your offering statement
and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response. After reviewing any amendment to your offering statement and
the information you
provide in response to these comments, we may have additional comments.
Form 1-A filed July 13, 2022
Cover Page
1. Please reconcile Part
I, Item 4, which indicates that you are not conducting a best efforts
offering, with your
disclosures throughout the Offering Circular indicating that you are
conducting the offering
on a best efforts basis.
Continuous Offering, page 5
2. We note your statement
on page 5 that "No securities will be offered or sold 'at the
market.' The Shares
will be sold at a fixed price." We also note that Section 5 of your
Series B Preferred
Stock Terms provides that Series B Preferred Stock holders may
convert their preferred
shares into common shares "at any time" and that the conversion
price of the Series B
Preferred Stock will be the lesser of (i) $1.00 per share or (ii) 75%
Eric Lehner
FirstName LastNameEric Lehner
Winning Brands Corp
Comapany
August NameWinning Brands Corp
5, 2022
August
Page 2 5, 2022 Page 2
FirstName LastName
of the average closing bid price of your common stock on the OTC Pink
for the last
10 trading days prior to the date the company receives a conversion
notice. As
structured, the offering would allow for the issuance of common stock
over time to
converting stock holders at a floating price based on the common
stock's trading
price. Because at-the-market offerings are not permitted under
Regulation A, please
revise the offering to set a fixed conversion price and include this
conversion price in your
aggregate offering price, or otherwise amend the offering to comply
with Rule
251(d)(3)(ii).
No Disqualification Event ("Bad Actor" Declaration), page 5
3. In Part I, Item 3 you indicate that you provide "bad actor" disclosure
in the Offering
Circular pursuant to Rule 262(d). However, you state on page 5 of your
Offering
Circular that there are no Disqualifying Events or "bad actor"
disqualifications. Please
revise your filing as appropriate to reconcile this discrepancy.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 32
4. Please review your MD&A disclosures and your financial statements and
amend the
offering circular so that all disclosures are consistent. For
instance, and without
limitation, we note your disclosure that for the years ended December
31, 2021 and 2020,
the Company had revenues of $407,234 and $194,618, respectively, and
your cost of
goods sold for the same years were $107,147 and $194,618,
respectively. On page F-3,
however, your income statement does not include a FY2021 revenue
figure and you report
revenues of $407,234 for FY2020 with costs of goods sold of $63,212
for FY2020 and
$107,147 for FY2021.
We will consider qualifying your offering statement at your request. In
connection with
your request, please confirm in writing that at least one state has advised you
that it is prepared
to qualify or register your offering. If a participant in your offering is
required to clear its
compensation arrangements with FINRA, please have FINRA advise us that it has
no objections
to the compensation arrangements prior to qualification.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Eric Lehner
Winning Brands Corp
August 5, 2022
Page 3
You may contact Jordan Nimitz at (202) 551-5831 or Joe McCann at (202)
551-6262
with any questions.
Sincerely,
FirstName LastNameEric Lehner
Division of Corporation
Finance
Comapany NameWinning Brands Corp
Office of Life Sciences
August 5, 2022 Page 3
cc: Jeff Turner, Esq.
FirstName LastName