Thursday, December 06, 2007 8:15:03 PM
Q6: Are the primary shareholders 144 Stockholders? What % of the stock is held by insiders and institutions? How many shares are in the float?
A: As at October 31, 2007 approximately 25% of the 500 Million issued and outstanding shares are restricted from trading under "144" provisions. These restrictions expire automatically approximately in the 1st Qtr 2008. Most of these are held by company management, employees and co-founders who are still with the firm. These persons may technically be insiders depending upon their relationship to information at any point in time. Management is not aware of any intention by any of these holders to sell a significant portion of their holding in the near term. These are factors that change with individual circumstances. The estimation of a float, ie the number of free trading shares available for purchase and sale at any given time is an approximation only. As at October 31, 2007 this figure may be approximately 350 million shares, of the 500 million shares issued and outstanding. 5 billion common shares are authorized as at October 31, 2007 and 10 Million Preferred Shares. The purpose of the Preferred shares is to honour voting rights that are part in parcel of the Agreement of Merger and Plan of Reorganization between Niagara Mist Marketing Ltd (dba The Soap Factory) and Winning Brands Corporation. The effect of these voting rights is to provide voting (management) continuity to the parties who vended their interest of Niagara Mist Marketing Ltd to Winning Brands Corporation as from the date of merger. The Preferred shares are convertible to common, but not saleable, in order to ensure that decisions by the holders of the Preferred shares are consistent with the interests of common shareholders. As the company qualifies from time to time for Regulation D, Rule 504 financing, the number of shares outstanding may increase, or decrease in the event of a consolidation of shares. As at October 31, 2007 Management has no immediate plans for any change to the capitalization of the firm that is inconsistent with normal financing and operations. At all times, Winning Brands Corporation should be considered a speculative investment notwithstanding the company’s intention and best efforts to become a substantial and self-sustaining entity.
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