WNBD is diluting; over 7% just from 8jan-5feb2008...
At that monthly rate, the O/S will double every 10 months.
That's why WNBD's price is sinking, and will continue.
And, that's why WNBD is totally non-reporting,
and has a 'Gagged' T/A, and has the lowest possible
Pink-Sheets Rating of : " STOP - NO INFORMATION "
In addition, there are 5 Billion Authorized Common Shares.
WAY MORE than would 'seem' to be necessary, for the current
float of 758 Million, including 150 Million 'Restricted' ,
although many of those become Unrestricted THIS Quarter.
But, the worst part is that there are currently [at least]
10 Million "Preferreds" , but, their 'powers' are kept
TOTALLY SECRET. But, we shorters know a few things about
the 'typical' Toxic Preferreds that are popular with pinkys,
like WNBD [and copi, and swvc].
Typically, they 'control' at least 50% of all votes, so
common 'share'holders never vote, on anything, ever.
Including 'votes' to give away more Preferreds + votes.
And, they are Convertible, typically into the number of
common shares that equal their number of votes as Preferred
shares, and, at Zero cost.
So, since WNBD keeps everything a big secret, [and we all
really know the Real reason], we must guess on the effect
of the Preferreds, on the current "Fully Diluted" shares
floating around for WNBD. BECAUSE, FOR ALL COMPANIES, REAL
OR PINK, THEIR COMMON SHARE 'VALUE' IS EQUAL TO THE REAL
VALUE OF THE COMPANY, DIVIDED BY THE FULLY DILUTED NUMBER
OF SHARES.
1] If the 10 Million Preferreds have more votes than the
5 Billion Authorized, each Preferred has 500 votes, and is
Convertible into 500 common shares.
2] But, there are almost 1 Billion common shares already
floating, so, the Preferreds are probably have no more
than 400 votes, today. Usually, pink Preferreds have at
least 100 votes, which is barely enough for WNBD today.
3] But, WNBD could vote, any day, to raise the Authorized,
and/or print more Preferreds. And, the new Preferreds can
have more votes each, than any of the old Preferreds.
4] Sounds bad so far, but it could be much worse, and
probably is. Toxic Preferreds automatically grow in power
to maintain their percentage of control. Some always have
5x control [swvc], and another has 8x control [copi]. This
Really matters, because, if the Toxic 'Company' is sold,
and all shares are cancelled, the Preferreds get paid first,
AND, in proportion to their number of common shares AFTER
conversion, even if they were Not yet converted, And, even
if they would have been Restricted for years. [So, for
comparison to WNBD; if copi is bought-out, ALL of the common
'share'holders, combined, split up only 13% of the 'value'
remaining, after paying off all debts.]
5] Anyway, our guess is that WNBD's current Preferreds are
at least 'Fully Dilutive' by 2+ Billion MORE Shares, today,
than any long is aware of, BECAUSE THE WNBD CEO KEEPS IT A
BIG SECRET, FOR 1 BIG REASON.
6] That's why we think that WNBD is a great short, and
always will be. Because of the Toxic + Massively Dilutive
+ Constantly Growing 'Price Insurance' of the Preferreds.
Here are a few 'References' for the above analysis, that
we found by digging [deeper than most], into public
information accidentally provided by WNBD :
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Q6: Are the primary shareholders 144 Stockholders? How much stock is held by insiders and institutions? How many shares are in the float?
A: As at February 5, 2008 the float of Winning Brands Corporation is approximately 608,581,728 common shares. Approximately 150 Million of the 758.581.725 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. 5 billion common shares are authorized as at February 5, 2008 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 continuity and management continuity to the parties who vended their interest of Niagara Mist Marketing Ltd to Winning Brands Corporation as from the date of merger in 2006. 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 December 19, 2007 Management has no immediate plans for any change to the capitalization of the firm that is inconsistent with normal financing and operations. The company defines normal financing to include the acceptance of capital from qualified investors in USA, Europe or other markets through Rule 504 or similar mechanisms. 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. WBC discloses accurate outstanding share counts on a regular basis.
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AND, this :
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Posted by: Soapy Bubbles
In reply to: None Date:1/8/2008 1:36:55 PM
Post #of 23359
[MEMO FROM ERIC] -- Please add into iBOX
Hello Mr. XXX,
Here is the response provided to a question recently asked by a moderator of the forum Investors Hub; one of several which host discussion boards pertaining to Winning Brands Corporation. For your interest, as of the time of this response, 1:35pm January 8, 2008 the number of common shares outstanding to the nearest million is 716 Million. Of this, 150 Million are restricted Rule 144 shares, for which no request has been made by any of the holders for release from the restriction. The restriction period expires April 2008. These shares are held by founders and managers. I have no knowledge of an intention by the holders to sell these shares at this time. If further 504 financing subscription(s) are to be accepted this month or subsequently, there will always be careful consideration given to the impact upon the market and therefore moderation and care exercised.
Sincerely,
Eric Lehner, CEO
Winning Brands Corporation
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Got SEC filings?
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" Got SEC filings? " . We shorters always ask that.
And, if not, why not? We shorters always know why not.
extra, Sincerely ;
But, oooo [only our own opinion], of course.
P.S. ; Most Real companies are priced such that
their Market Cap is approximately equal to 1-2 times
their current annual revenue, if they control costs
+ salaries + benefits + dilution + etc's.
So, for WNBD :
$0.024 x 3 Billion [~ Fully Diluted Shares] = $72 Million
Which means : WNBD 'shares' are 'worth' $0.024 today,
only if WNBD sold $72 Million 'worth' of soap, LAST YEAR.
And, only if WNBD never dilutes again. [Unlikely, but oooo.]
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