[teddibear]

https://twitter.com/WinningCEO/status/1866527655702798804

[satter]

Why? There is a Bankruptcy Application against it also. Besides Eric motion he brough to dismiss was only on WNBD claiming it was a US Corporation not doing business in Canada, residing in the US. NMML is a Canadian company so there is zero challenge on the Court's legal authority there. On WNBD. It is a US Corp but that does not matter. The court ruled it does do business in Canada but questioned if it does so legally, and ruled it's official business Corporate address was in Canada, falling under the Canadian Bankurptcy Act. Next hearing is in early March where the court will rule on whether WNBD, NMML and Eric are bankrupt or not. The hearing is early March. The ruling might come out March/April/May.

[snowbaby1950]

Check out Niagara mist marketing 

[satter]

Completely wrong. The Court already ruled on the Jurisdiction motion filed. It absolutely does not matter that the Company is a US Corporation. You should read the decision and famialize yourself with it. Read paragrapgh 5.

5 While acknowledging one or more cases in which foreign corporations, including Delaware corporations,
have been successfully assigned into bankruptcy in Canada, WBC asserts that it “does not conduct
business in Ontario or Canada.”

The Court concluded that WBC does conduct business in Canada but questioned whether it does so legally. Paragrapgh 20. You what to listen to Eric, go ahead. You'll finally realize how much he has mislead you when most likely his company will be bankurpt and gone when it's too late. I am giving you correct information, he is not, sure believe him.

20 There is no doubt, based on extensive public filings and representations, that WBC carried on business
in Ontario. It may, if its representations to the court are to be credited, have done so improperly or
illegally (if it was never registered or licensed in Ontario) but there is nonetheless no doubt based on its
ongoing public disclosure that it carried on business here.

1 This is a motion by the debtor Winning Brands Corporation (“WBC”), in the context of a pending
bankruptcy application against it by a creditor, Charles Perlman, for an order to strike or permanently
stay that bankruptcy application.
2 The purported basis for the motion is that WBC is a Delaware corporation, operates only in Delaware,
does not own any property in Canada, does not have licenses or pay taxes in Canada, is not registered
to do business in Ontario (or elsewhere in Canada) and has no place from which it does business in
Ontario.
3 WBC argues that in order for a foreign entity/debtor to be subject to Canadian bankruptcy law, a
sufficient “nexus” must be shown between the foreign corporation and the Canadian court in which the
Canadian creditor is seeking to assign the corporation into bankruptcy.
4 This in turn boils down, WBC maintains, to whether or not the insolvent person “at the time of an act of
bankruptcy was committed by him resided or carried on business in Canada.” This notion is confirmed
in section 2(1) of the BIA defining a debtor as “…any person who, at the time an act of bankruptcy was
committed by him, resided or carried on business in Canada.”

5 While acknowledging one or more cases in which foreign corporations, including Delaware corporations,
have been successfully assigned into bankruptcy in Canada, WBC asserts that it “does not conduct
business in Ontario or Canada.”

6 It argues that it does business exclusively in the United States, is registered and listed (On the SEC OTC
exchange) there, and pays taxes in the United States. It claims that it has many American secured and
unsecured creditors, and that an assignment in bankruptcy would impact on those U.S. creditors.
7 Finally, and only recently, it argues that Ontario is not a convenient forum for these proceedings, and
that it does not attorn to the jurisdiction of the Ontario courts to hear them.

8 The difficulty with WBC’s position, as elaborated in detail in the responding submissions of Mr. Perlman,
is that much of what it says is at odds with the evidence in the record before this court.

9 Mr. Perlman assert six grounds on which this court has jurisdiction over WBC.
10 First, the underlying loan agreements (the “Loan Agreements”) giving rise to WBC’s debt to Mr. Perlman,
and in respect of which Mr. Perlman obtained a contested judgment in Ontario, each contain a forum
clause confirming that all proceedings between the parties “related to the subject matter of this
Agreement” may be commenced in Ontario, at Mr. Perlman’s sole discretion.
11 The Loan Agreements were drafted by Friedrich Nikolai (Eric) Lehner, the CEO of WBC (and WBC’s
Canadian subsidiary corporations). Mr. Lehner is stated in public disclosure to own 95% of the Preferred
Shares of WBC, and through that shareholding to exert “voting control” over WBC. Mr. Lehner, it is
agreed, lives in Barrie, Ontario.
12 As noted, pursuant to a contested motion for summary judgment, in which WBC was a represented party
defendant, O’Brien J. found for Mr. Perlman, ordering the defendants (including WBC) to pay CAD
$85,000 and Uof 60% per annum. The contractual interest rate of 15% per month – which O’Brien J. found Mr. Lehner
had proposed - would have yielded 180% interest per annum, and Mr. Perlman insisted that the parties
instead agree to the “legislated upper limit” in Canada.
SD $23,462.20 to Mr. Perlman together with pre and post-judgment interest at the rate
13Justice O’Brien also found the defendants liable as guarantors for an additional $10,000 loan made to a
third party, and declared that Mr. Lehner had engaged in fraudulent misrepresentations which induced
Mr. Perlman to make one of the loans he made to the defendants.
14There is no indication, and WBC does not allege, that it contested the jurisdiction of the Ontario court to
hear and decide the underlying contractual claim. I expect it would have been difficult for the
defendants, including WBC, to contest jurisdiction given the clear clauses, drafted by Mr. Lehner, that
gave Mr. Perlman the option of electing to proceed in Ontario.
15 Second, there can be no doubt that WBC in fact carries on business in Ontario. The materials in the
record before me are replete with examples of WBC representing to the public and investors for years
that it conducts business out of an office in Barrie, Ontario. WBC variously refers, in its public disclosure,
to 92 Caplan Avenue in Barrie as its “principal executive office”, its “formal business office” or its
“principal place of business.”
16 The record includes numerous quarterly public filings by WBC confirming its Barrie address, and
representing that “The issuer’s i.e. WBC’s formal business office, with reception, boardroom and other
public facilities is located in an executive business center at 92 Caplan Avenue, Barrie, Ontario…”
17WBC’s website displays (or displayed during the relevant period) the Barrie address.
18On January 26, 2023, WBC issued a press release saying that “Winning Brands Corporation and its new
GestureTek Division will operate from its new headquarters location beginning February 2023. The
facility in Toronto’s Don Mills area at 179 Bartley Drive will combine production, administration, sales,
and storage in a single location for the first time.” In connection with that new Toronto facility, WBC
signed an indemnity to the landlord for any amounts owing by its subsidiary under the Toronto lease.
19 Mr. Perlman relies on Royal Bank of Canada v. FASI 2 Ltd., in which the Court of King’s Bench in Alberta
found, relative to an individual living in Texas, that relevant financial statements saying that he carried
on business as a consultant at a Calgary address was “sufficient to establish that the locality of the
debtor is Calgary.”
20 There is no doubt, based on extensive public filings and representations, that WBC carried on business
in Ontario. It may, if its representations to the court are to be credited, have done so improperly or
illegally (if it was never registered or licensed in Ontario) but there is nonetheless no doubt based on its
ongoing public disclosure that it carried on business here.
21 Third, and similarly, there is no doubt based on its disclosure that WBC also resided in Ontario. Again,
numerous statements WBC made in the public domain confirm that its office was on Caplan Avenue in
Barrie.
22 WBC argues before me that not WBC, but the Winning Brand “Group” consisting of WBC’s Canadian
subsidiaries, resided, and operated in Ontario. Again, WBC’s various public representations, including
its many quarterly reports and its media release about its new lease in Toronto in January of 2023, belie
this suggestion. WBC itself is repeatedly said to reside and operate in Ontario

23 Fourth, with respect to assets in Ontario, Mr. Perlman points out that on WBC’s own theory, that its
Ontario-based subsidiaries operated in Ontario, by definition WBC owns assets – being the shares of its
subsidiaries – in Ontario. WBC oddly denies that it actually holds shares in its wholly-owned subsidiaries,
but it seems to me that this is unlikely, and that WBC cannot have it both ways.
24 Fifth, there is also no question that WBC’s debts were incurred while conducting business in Ontario.
Those debts were confirmed by this court, and remain outstanding.
25 In such circumstances, as confirmed in Cheerio Toys & Games Ltd. Re, 1969 CarswellOnt 62 and
Granatstein, Re, 1997 CarswellOnt 3054, respectively, the debtor is deemed to carry on business within
the jurisdiction of the court until the debts have been satisfied, and a creditor has the right to file a
petition in the Province of Ontario on the basis that the debtor is carrying on business here.
26 Sixth, applying the common law test for corporate residency, requiring the court to consider the location
of the company’s “central management and control”, Mr. Perlman notes that Mr. Lehner is the sole
officer and director of WBC, and that he exercises voting control over the company and makes all
management decisions on its behalf. He resides in Ontario, and manages and controls WBC, as its sole
directing mind, from Barrie, Ontario.
27 Mr. Perlman makes certain public policy arguments in support of his position, including that parties who
represent to the public that they reside and operate in a particular jurisdiction ought not, when their
creditors pursue them, be allowed to “abscond” from that jurisdiction and purport to be located and
operating elsewhere

28 In my view, the determination of this motion is not a close call.
29There is an overwhelming preponderance of evidence linking WBC to Ontario, and no basis to stay or
strike Mr. Perlman’s application. As such, I dismiss WBC’s motion.
30 Mr. Perlman is entitled to his costs of the motion.
31 He has submitted a costs outline, but his counsel advised that, depending on the outcome, further
submissions would be required. I infer from this submission that there may be an offer or offers to
consider.
32 As such, I ask that Mr. Perlman provide a brief written submission with respect to costs within seven
days of receiving this decision. WBC may then have four days within which to file responding
submissions. In each case, the maximum length of such submissions, apart from any costs outline, should
not exceed three pages.

READ

There is no requirement in the BIA that a business debtor be incorporated in
Canada in order for it to become bankrupt in Canada. The BIA is applicable to
any corporation, wherever incorporated, that does business or has assets in
Canada. It is, therefore, possible for a foreign corporation with assets in Canada
to be liquidated under the BIA

[TAB78]

It's not about where a debtor resides, it's about where the company is registered.

WNBD is registered in Delaware not Canada

[TAB78]

It's not about where debtor resides, it's about where the company is registered 

WNBD is registered in Delaware, so court case must filed there, not in another country

[satter]

WNBD - Assigning a Delaware corporation into bankruptcy in Canada?

How do you determine whether a debtor resides in Canada?


https://insolvencyinsider.ca/p/assigning-a-delaware-corporation-into-bankruptcy-in-canada

Re Winning Brands Corporation
How do you determine whether a debtor resides in Canada?

Summary: In this case, the Court considered a request by a debtor — a Delaware corporation — to strike or permanently stay a bankruptcy application commenced against it by a creditor in Ontario. The debtor argued that it operated only in Delaware, did not own any property in Canada, did not have licenses or pay taxes in Canada, was not registered to do business in Ontario (or elsewhere in Canada) and had no place from which to do business in Ontario. The Court refused the request based on extensive public filings and representations made by the corporation, which made clear that the corporation did, in fact, carry on business in Ontario. In addition, the Court found that the loan agreements contained a forum clause in favour of Ontario.

The debtor, Winning Brands Corporation (“WBC”), moved for an order to strike or permanently stay a bankruptcy application commenced against it by a creditor, Charles Perlman. The purported basis for the motion was that WBC is a Delaware corporation, operates only in Delaware, does not own any property in Canada, does not have licenses or pay taxes in Canada, is not registered to do business in Ontario (or elsewhere in Canada) and has no place from which it does business in Ontario.

WBC argued that in order for a foreign entity/debtor to be subject to Canadian bankruptcy law, a sufficient “nexus” must be shown between the foreign corporation and the Canadian court in which the Canadian creditor is seeking to assign the corporation into bankruptcy. This, in turn, boils down to whether or not the insolvent person at the time when an act of bankruptcy was committed by him resided or carried on business in Canada.

While acknowledging one or more cases in which foreign corporations, including Delaware corporations, have been successfully assigned into bankruptcy in Canada, WBC asserted that it does business exclusively in the United States, is registered and listed on the US Securities and Exchange Commission Over-the-Counter Market, and pays taxes in the United States. It claimed that it has many American secured and unsecured creditors, and an assignment in bankruptcy would impact those creditors. Finally, it argued that Ontario was not a convenient forum for these proceedings, and that it did not attorn to the jurisdiction of the Ontario courts to hear them.

Perlman argued that the Ontario bankruptcy court had jurisdiction over WBC. First, the underlying loan agreements (the “Loan Agreements”) giving rise to WBC’s debt to Perlman, and in respect of which Perlman obtained a contested judgment in Ontario, each contained a forum clause confirming that all proceedings between the parties “related to the subject matter of this Agreement” may be commenced in Ontario, at Perlman’s sole discretion. The Loan Agreements were drafted by the CEO of WBC, who owned 95% of the Preferred Shares of WBC, and, through that shareholding, exerted “voting control” over WBC. It was not contested that the CEO lived in Barrie, Ontario.

Second, there was no doubt that WBC carried on business in Ontario. WBC had represented to the public and investors for years that it conducts business out of an office in Barrie, Ontario. In its public disclosure, WBC referred to this Barrie office as its “principal executive office”, its “formal business office” or its “principal place of business.” During the relevant period, WBC’s website displayed the Barrie address. On January 26, 2023, WBC issued a press release advising of its new headquarters location in Toronto, and signed an indemnity to the landlord for any amounts owing by its subsidiary under the Toronto lease.

The Court found that, based on extensive public filings and representations, WBC carried on business in Ontario. It may have done so improperly or illegally (if it was never registered or licensed in Ontario) but there was, nonetheless, no doubt that it carried on business there.

Third, with respect to assets in Ontario, Perlman argued WBC owned assets—being the shares of its subsidiaries—in Ontario. Fourth, there was no question that WBC’s debts were incurred while conducting business in Ontario. Those debts were confirmed by the Court, and remain outstanding. In such circumstances, the debtor is deemed to carry on business within the jurisdiction of the court until the debts have been satisfied, and a creditor has the right to file a petition in the Province of Ontario on the basis that the debtor is carrying on business here.

In the Court’s view, there was an overwhelming preponderance of evidence linking WBC to Ontario, and no basis to stay or strike Perlman’s application. As such, the Court dismissed WBC’s motion and held that Perlman was entitled to his costs of the motion.

Judge: Justice Black

Counsel: Josh Suttner and Shaun Parsons of Aird & Berlis for Charles Perlman; Matthew Harris for Winning Brands Corporation

[satter]

The whole site. Offline again. This time I gather the hosting company has not been paid.

[satter]

There is a mistake in paragraph 12 as missed copying a part when taking the screenshot. Below 12 is corrected.

[12] As noted, pursuant to a contested motion for summary judgment, in which WBC was a represented party
defendant, O’Brien J. found for Mr. Perlman, ordering the defendants (including WBC) to pay CAD
$85,000 and USD $23,462.20 to Mr. Perlman together with pre and post-judgment interest at the rate
of 60% per annum. The contractual interest rate of 15% per month – which O’Brien J. found Mr. Lehner
had proposed - would have yielded 180% interest per annum, and Mr. Perlman insisted that the parties
instead agree to the “legislated upper limit” in Canada.

[Dkall]

I’m pretty sure this guy is Eric’s brother in law 🤦‍♂️ I couldn’t imagine doing this to my family. I’d say it’s over.

[satter]

Eric's Motion To Strike Or Permanently Stay The Bankruptcy Application Of WNBD Is Denied


Eric brought a motion on the Bankruptcy Application on WNBD asking the Court to strike it or permanently stay it based on Jurisdiction, saying it was brought in the wrong Country ( Canada ) as WNBD is a US Corporation. Eric alleged WNBD did no business in Canada and does not reside in Canada, meaning its business office is in the US, among other things.


The creditor ( opposite party ) countered with six grounds why Eric was wrong, Paragraph 9. The judge appeared to have agreed with every one of them The Judge in paragraph concludes his decision was not a close call, In paragraph 20 the Judge questions if Eric is operating legally in Canada.


So now this case will move to the main hearing, sometime in 2025. I suspect Eric was never going to disclose this ruling since it was negative.

[bulletproof]

Where is Soapy Bubbles? He could pump the "you know what" out of this stock!

[teddibear]

What's missing? In your opinion.

[otcsource]

NO! OY!! Like I could have a 3rd Grade Tech Student design a better website!! Do you think the website is good?!! OY!!

[teddibear]

Was that a typo? Did you mean OK?

[otcsource]

I would have to say the effort that was put into this website is OY!!

[satter]

Lmfao, after two weeks, Eric finally found $100 or so to renew his domain name.


https://investorshub.advfn.com/boards/read_msg.aspx?message_id=175223185


https://investorshub.advfn.com/boards/read_msg.aspx?message_id=175161449


He has been taken to bankruptcy court where if he loses (?), the court will declare WNBD bankrupt.

He was most likely evicted from his office/warehouse location for non-payment. Does he even have an office/warehouse now?

He said operations whatever those were, are paused.

Even if he is successful with that bankruptcy challenge, and more likely than not he will be, he seems insolvent (bankrupt), penniless.

He has a motion in the bankruptcy challenging the jurisdiction that the application is brought in the wrong country/jurisdiction, claiming his office is not in Canada, I suppose. That court hearing is coming up soon. I see his chances on that as slim.

Nothing more than a major miracle can save this. Why did this happen? In my opinion, it all goes back to the GestureTek acquisition, which I warned about from the get-go and was bashed for it.

Eric has misled, and misrepresented so many things. Take all his pumping, bragging on the GestureTek IP and Patents he claims he acquired. First, it does not appear any of been legally registered with the USPTO. Once a sale is concluded, the change of ownership must be registered in writing and notarized. If it was it's not showing on their website, that's all I can say. If right then Technically or not even Technically WNBD does not own any. However not a lawyer, just saying not one Patent on the official website of the US government is showing as registered to WNBD.

Once the patent sale is concluded, the change of ownership must be registered with the USPTO. The assignment of patent rights must be in writing and notarized.

[teddibear]

WNBD WEBSITE
https://winningbrandscorporation.com/index.html

[satter]

Finally, Eric found the $100.00. (?) or thereabouts to renew his domain name.

[satter]

And this time? What will you learn? Is it another unfortunate coding glitch or something more nefarious? It says the domain has expired. That means it has not been paid to be renewed, yet. It also usually means he has 30 30-day grace period from whenever to pay it or his domain name will go up for auction. With your direct connection, you might want to let him know, likely he does know this.

[jollyjack]

Every so often I check in to see how the WNBD train wreck is coming along. Not at all surprised to see where the company is now at, with Eric Capt. RS, at the helm of his own private, now empty, piggy bank. Now the chickens have come home to roost, and despite flogging, the dead horse is now dead in the water. There is no positive outcome for WNBD here, as no one in their right mind will take the company on as a going (sic) concern, its most likely that the intellectual property etc. associated with their products will be sold off to the pay creditors, and the company folded. its a bit late to say DYOR (heck its not as though posts on this board didn't shout buyer beware) , however GLTA. Jollyjack

[satter]

Ya, I see that, blaming the creditor for his inability to pay. It's very simple. He or his lawyer try to make an arrangement but he is broke. And he wants to blame others for the position is in that he is responsible for.

[TAB78]

Yep, he is responding to tweets on X now, but yeah today's actions was weird

[satter]

It has happened before with no explanation. It would be good if it would continue so it could give people holding a chance to get out if they want.


However whatever happens on the market does not change the other events happening, being the Bankruptcy applications & Eric having to move from his office/warehouse location. No one seems to know where he is now located?


I find it bizarre, that Eric has not said anything since April 10, 5 months ago. I get he is in extreme conditions but does he think his silence helps? By the time he speaks, he likely will be hit with negativity, but things are pretty quiet, so his presence might not even be noticed much if and when he shows up.

[TAB78]

30.9mil volume today and closed at 2, I have no idea why

[satter]

Well maybe WNBD can drum up enough sales now to pay the IT who looks after GestureTek . com website

[teddibear]

STILL AVAILABLE USA AND CANADA

[satter]

He has not gone Bankrupt. However, a creditor has petitioned the court asking the court to declare Eric and his company insolvent ( Bankrupt ) That won't be decided till sometime in 2025.

In my opinion, it was not the economy that caused the deep financial issues, it was the GestureTek Acquisition. I think if he had not gone there the business would be running as it had before the acquisition, not wonderful but running.

[Hemp4Ever]

He may have went Bankrupt. Tried to place an order for the 1000+thru Home Depot, and it wasn't available,
It looked like he was trying to turn things around once, and most likely couldn't do it .Wondering how much the
economy had to do with it.

[MasterBlastr]

Erik might be dead. Not that it makes any difference.

[satter]

Perhaps that is the proper conclusion to come to grips with. This of course does not matter now and might not be believable to you, my main reason for being here was to try to give a heads up, warnings about Eric and the business, even though for some it came across as bashing, and counterproductive. I also thought strongly the acquisition was going to lead to a disaster and that itself was a false business story being presented

Eric has done a significant amount of misleading, misrepresentation, and some outright dishonesty while being able to project this image of a nice trustworthy guy.

I could supply a detailed list but at this point likely folks are not interested.

I will update this situation and hope for a miracle as it will require one.

[TAB78]

I have mentally written this one off,