Q1: When are earnings due to be reported and are revenue and profit goals being attained?

A: Winning Brands Corporation (WBC) is a young public company, and is still officially a “Non-Reporting Issuer”. This status of Non-Reporting Issuer means that it is not required by U.S. SEC (Securities and Exchange Commission) regulations to undertake a conventional public company financial disclosure regime. However, Winning Brands has filed an initial Issuer Information and Disclosure Statement (IDS) which is a voluntary disclosure of key metrics.

Shares currently being traded are in part shares that were issued and outstanding at the time that the WNBD trading symbol became active as well as shares issued to individual qualified subscribers under the Regulation D, Rule 504 exemption who hold the shares for investment purposes, but may eventually sell all or part of their holdings. Another source of entry of common shares into the market is the issuance of shares by the company to partially retire non-affiliated debt. All shares issued for any purpose are described in Section 6. WBC certifies the accuracy of its O/S statements in Section 6. The O/S. Figures of Section 6 are fully inclusive of all shares that have entered the float from any source at any time since inception of the trading symbol WNBD in 2006.

The preparation and posting of an IIS does not make the company a reporting issuer. The IIS is voluntary disclosure, with accuracy certified by management. This permits the public to have adequate information to assess risk without the company incurring the full (enormous) cost burden of conventional reporting prior to the company reaching a suitable scale of operation to justify the process. The current Non-Reporting Status therefore provides the firm with needed flexibility to develop its financing and organizational options in the interim. The firm does not wish to imply that a conventional full reporting status is a certainty. Investors should not base share purchase decisions on such an expectation. Please to take this cautionary note seriously because management of Winning Brands Corporation does not wish to mislead persons purchasing shares on the open market as to the nature of future capitalization. It is an area still under review by management in concert with its evolving business plan.

The company is also permitted to make informal interim disclosure of certain financial and operational details so long as the method of disclosure is not private and thus preferential to some persons over others. The Winning Brands Corporation website is accessible to all persons equally as a source of comments for attribution and information. Accordingly, the comments in the sections below will be very helpful to investors by disclosing the company's general operating assumptions and risks. A growing number of on-line message boards operate as discussion forms for the general public about specific companies and the investment market in general. WNBD is a topic of discussion on many of them, such as those listed below as a small sampling. The comments posted on such boards may be helpful to some, or detrimental. WNBD cannot take responsibility for the accuracy for any commentary by 3rd parties because of the anonymous nature of the postings and the fact that some parties may have an undisclosed financial interest in posting misinformation, or false or misleading statements. Such behaviour is typically associated with Short Sellers – persons who seek to obtain shares of the company at a lower than current price. Short Selling is a common practice and often accompanied by inflammatory or provocative speculation. The existence of short selling by some is a risk to all shareholders. The company may from time to time provide responses to the moderators of discussion forums in order to preserve the flow of accurate information to interested parties in a public environment. The company cannot however be led responsible for comments purported to be made by the company unless such comments are verified by the company to be authentic. The following is a short list of discussion forums popular amongst persons interested in speculative securities.

http://investorshub.advfn.com
http://ca.finance.yahoo.com/
http://ragingbull.quote.com/cgi-bin/static.cgi/a=index.txt&d=mainpages

WBC has designed its business plan to pass through 6 Phases. These phases are not based on the calendar, but rather on business developments; Initial Operations Phase (Annual Sales less than $1 Million), Implementation Phase (Annual Sales of $1 Million to $3 Million), Growth Phase (Annual Sales of $3 Million to $5 Million), Self-Sustaining Phase (Sales between $5-50 Million), Established Phase (Sales between $50 Million and $100 Million), World Phase (Sales over $100 Million).

Winning Brands was in the Initial Operations Phase when the reverse merger of Niagara Mist Marketing Ltd and Winning Brands Corporation was announced in 2006. This is the most difficult phase. The Initial Operations Phase is characterized my more research and production of samples than sales and more testing than actual distribution. In general terms, this can be thought of as the phase during which the starting foundation is laid for the subsequent phases. It was expected to come to an end within 2009 so thatthe firm can enter the Implementation Phase – but has not yet happened.. The Initial Operations Phase is not a profitable phase. Operational developments of a material nature during the Initial Operations Phase are disclosed by means of News Releases. The Implementation Phase for WBC is now targeted for 2010 as U.S. activities pick-up. This represents a formative period of at least 3.5 years from the inception of trading as WNBD and reflects the challenging nature of launching new brands on a widespread basis as a young and non-established supplier. Implementation of business relationship(s) with a major U.S. national retailer(s) is more likely to be manifest at the store level in 2010. A significant portion of product manufacturing since 2006 has been allocated to a consumer sampling program to create widespread customer experience with lead products, rather than waiting for the U.S. store listings to become operational. This means that the investment in the production of samples, and the shipping of samples, will not be recorded as sales for the purpose of determining the applicable operational Phase. It is important for investors in an early stage firm of this type to realize that the company's potential resides in its growth prospects within the increasingly important environmental sector - not the company's early financial position. This is a factor common to early stage entrepreneurial companies. There is likely to be an evolution of its financing plans to address emerging opportunities. Most capitalization options available to the company run in concert with the company’s operational prospects. Financing and Operations are therefore more closely related than in more established companies. An investment in Winning Brands Corporation is therefore HIGHLY SPECULATIVE.

This website and the company's News Releases are the company's only official comments for attribution. Any claims made for the company, or about the company in other places, even if intended to appear similar, may not reflect the opinions of the company or its management. You are invited to contact us at anytime by e-mail to request verification of a statement made by any party claiming to represent the company.

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Q2: What is sales growth YOY and Qtrly YOY. meeting or exceeding expectations?

A: The company’s lead products were newly branded trademarks in 2006 and therefore virtually starting from zero. Earlier production income had been from an assortment of sources that could not be scaled up to meet the company’s business plans. Accordingly, from a zero baseline sales of hundreds of thousands of dollars annually have been achieved from a growing number of reputable retail partners including steady re-orders based on satisfaction by consumers. Sales since 2006 have therefore remained in the Initial Operations Phase. Although no assurance can be given that the goal will be reached, it is the company’s revised goal to leave the Initial Operations phase and enter the Implementation Phase in 2010. Progression from one phase to the next is not necessarily steady but rather related to key events that represent “tipping points”, such as the decision by a retail chain to move from testing Winning Brands products to actually listing, or to move from a regional listing of products to a national listing, changes in production capacity or to add a second product SKU to an existing listing, etc. Winning Brands management feels that 2009 operations benefited from several such tipping point events that are a natural consequence of the preliminary work during the Initial Operations Phase. For the sake of clarity, securing a listing for the company’s products is not a guarantee of success for the product in the retail environment. Considerable work may be necessary at the store level with retailer staff in order to create product knowledge and to train sales people as to the nature of the products and their competitive position. Launching a new brand does not usually proceed according to a linear progression. The role of tipping points and unexpected support issues should not be underestimated as factors affecting success. Investors should be cautioned that the firm may require resources which are not available at the correct time in order to optimize all pertinent influencing factors

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Q3: Does your leadership team have a stock appreciation timetable that you work from? Do you update this and how often?

A: Management strives to generate business operations that support a healthy share price. However the shares of Winning Brands Corporation are in the most highly speculative segment of the equities market currently because the firm is young. It is operating with high risk factors – the business is not yet proven in its marketplace. Conventional valuation techniques do not apply because the primary assets of the company are its proprietary methods, formulas and trademarks that have yet to become established amongst consumers.

It is therefore not possible to create short term conventional share price forecasts based on the traditional equity valuation parameters until the firm becomes more established. In due course, it will be possible to apply Price/Earnings Ratios, Book Value Ratios and other conventional tools of prediction as the basis of setting share price targets. In the speculative sector of the market, there is much subjective projection at work in estimating future possible share price performance.

The primary consideration for any investor in a company that is at such an early stage of development is whether the company is likely to survive the most challenging stage of (any company's) life - the early years.

The ability of the company to reach its targets is affected by variables in the market for the company's products, the ability of the company to finance expansion, the possible loss of key management at any time and many other factors beyond the company's control.

The company is likely to rely on shareholder dilution as a means of raising working capital in the interim. The value of intellectual property such as trademarks and trade secret formulations is difficult to gauge and ultimately relies on subjective factors. It is the company’s position that a reasonable subjective valuation of these assets in the Winning Brands portfolio of less than U.S. $10 Million does not adequately reflect the replacement cost of the company’s intellectual property and account listings if they were created from a zero starting point.

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Q4: With huge successful firms in your sector whose sales are in the tens of billions of dollars annually, like Procter & Gamble, Unilever and Colgate to name only a few, how will Winning Brands compete? Can't they simply "squash" you?

A: There is a widespread misunderstanding about the nature of competition as between "giants" and emerging companies. There is a role for both and they have differing objectives. In fact, they benefit from each other's existence.

The largest firms like the ones you have mentioned are in many ways the standard bearers. They have developed mature organizational structure and best practices in much that they do. They provide stability to the industry and to society. However it is in the nature of large organizations that they are better at being stable than being innovative. This is due to internal vested interests that things be done a certain way. It is a natural and normal condition within all large organizations.

On the other hand emerging firms are more inclined to take risks. By being unconventional, smaller firms are in fact providing a form of research and development to society and to the larger firms. Ultimately the largest companies would prefer a Mergers and Acquisitions response to emerging success stories than to use tactics that would bring dishonour to their own employees, stakeholders and customers. Accordingly, the largest firms can be thought of as mentors and are known to acquire firms or brands that they view as winners in the marketplace for new ideas.

The greater competitive risks come from smaller emerging companies with less to lose by engaging in tactics that are unethically disruptive or high risk. There are many intelligent people and companies in the world being innovative at any moment in time. The largest companies are often the most responsible but also the most conservative (by necessity) in the way they conduct themselves.

Winning Brands Corporation operates on the principle that competitors may offer lessons of how to be better at what one does. Therefore the most predictive indicator of a company's ability to operate in a competitive environment may be its willingness to learn continuously and putting the customer first in decision making.

The demand for safer alternatives to hazardous chemicals in widespread use, including cleaning products, is so vast, and growing, that it can sustain huge companies. In aggregate, the conventional market for these products already account for hundreds of billions of dollars in annual sales. Winning Brands Corporation does not need to make huge inroads in order to become an unqualified success in its own right.

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Q5: Is the stock being shorted? Have you followed up on this and is it resolved?

A: The company has no specific knowledge of short sales on a day by day basis as the information pertaining to such activity is private as between the short seller and their investment dealer. WBC relies on investment professionals to operate within the regulations and guidelines for short selling or any other trading decisions. Management of the company provides the public with an above average level of disclosure for a Non-Reporting Issuer of its size and its stage of development so that shareholders can reasonably gauge the general direction the company and thereby make reasonable personal choices.

Management requests that shareholders alert it of specific instances of any market activity which is of concern to them by means of supplying specifics sufficient to research the matter.

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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 August 25, 2010, THE ENTIRE FLOAT OF AVAILABLE FREE TRADING STOCK of Winning Brands Corporation is 1,394,271,998 shares. The official stock transfer agent report appears below, with effective date. These are the only common shares available for trading as of this date. This is because 162,721,355 of the 1,556,993,353 issued and outstanding common shares are restricted from trading under "144" provisions and are not in circulation. Most of the restricted shares are held by company management, employees and co-founders who are still with the firm. No conversion of the restricted shares to free trading shares has been carried out for this group. 5 billion common shares are authorized and 10 Million Preferred Shares; the Preferred Shares which were provided for in the 2006 Agreement of Merger and Plan of Reorganization between Winning Brands Corporation and Niagara Mist Marketing Ltd should also be treated as issued and restricted. They are not part of the float. These Preferred shares have the effect of providing continuity of voting control by the founding group of Niagara Mist Marketing Ltd since the reverse merger of Winning Brands Corporation with Niagara Mist Marketing Ltd in 2006. This is further referred to elsewhere in the FAQ. The reverse merger was announced in the company's News Release Number 1 in April 2006. Greater detail pertaining to the company's structure and operations can be found in its filings with Pink Sheets.

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Q7: As CEO, what plan do you have in place to increase shareholder value? Are there any details you can share about this plan?

A: Shareholder value ultimately reflects the desirability of the company in its marketplace, both for its products and it shares.

Desirability is in turn derived from legitimate success through the growth of assets (physical or intangible), goodwill and brand recognition.

The plan of the CEO of Winning Brands Corporation, Eric Lehner, is to remain focused on making progress toward long term fundamentals. Mr. Lehner has remarked publicly on many occasions that the tendency of North American companies to plan for short term gains over long term achievement is overdue for a change. The emerging global economy mixes practices of successful companies and societies with longer term horizons. There is in his view an increasing sophistication in the standard which is applied to the term "success". Socially responsible work environments, meaningful interaction with customers, continuous quality improvement are only some of the "new" basics according to Mr. Lehner.

He feels that the days of chasing immediate bumps in earnings, unnatural price-per-share movements or any other measurement of the company's progress are discredited by the emergence of massive long term thinking organizations whose businesses span generations and continents.

Any prospective investor should know that Winning Brands Corporation's mission of replacing hazardous chemicals in widespread use with safer alternatives is designed to last a lifetime as "work worthy of a generation". The company's progress in being part of the solution for a world whose ecosystems are under stress, rather than being part of the problem, requires an evolution in the public's behaviour as well as continuous learning by Winning Brands as to how it can achieve this.

Winning Brands Corporation is well positioned to benefit from the increasing interest in these matters. Governments are beginning to impose regulations which are ahead of the public's level of awareness. All WBC products are designed with this in mind but must also evolve in response to changing regulations.

A further means to increase shareholder value is to make best use of the infrastructure of distribution and production partners in order to keep the sales per employee level attractive and apply capital toward marketing investments, including R&D. The use of suitable contract packaging services is an example of how WBC can minimize increases in staff yet participate in fluctuations of production work, thus providing an increase in capacity without the associated fixed capital costs.

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Q8: How many analysts (if any) are tracking your company, its stock and products in Canada and the USA? How soon before we get an analyst review of your stock and its performance?

A: There are few analysts tracking the company currently. Instead, an active (growing) group of retail investors are currently the primary followers of the company. This is likely to change if WBC is targeted by green oriented investment funds. It is the objective of WBC over the long term to qualify for investment by Ethical Investment Funds of various types to fund significant step-up adjustments to the company's operations over time.  The company’s formulations may need to advance further for this to be achieved.

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Q9: With the positive headlines on Yahoo or other information sites, or even your Pink Sheets Stock page, how is it that the stock is depressed from earlier prices.

A: It is in the nature of speculative stage companies that their share price changes can be dramatic up or down or back up again. The volumes may also fluctuate greatly.

Furthermore, the supply of WBC common shares on the market has been relatively higher than the demand for it, creating a trading situation which favours buyers over sellers by depressing the share price. This situation will end in conjunction with the firm advancing through its phases of growth. As the firm will eventually draw its working capital increasingly from operating cashflow, the relative supply of shares vs the relative demand for them will diminish; either through a cessation of issuance, or the company’s re-purchase of shares in the markets if the market cap valuation remains below what the company considers appropriate, as is the case currently. A reverse split, or consolidation of shares is always possible, however the firm has been conservative in this regard to ensure that any such move can be accompanied by factors which are favourable to the maintenance of the higher share price that follows from a consolidation. It is also possible (and often the case) that shareholders trade frequently wishing to capitalize on such short term swings, covering positions for many reasons that may be unrelated to the company's progress.

Management of WBC respects and appreciates the decision by any person or institution to become a stockholder. Management must therefore also be concerned about the long term appreciation in the value of investor holdings. The official policy of WBC however is to discourage positions by investors who are not able to tolerate price swings for the simple reason that the cycles by which major increases in shareholder value occur are longer than mere days, or even months in duration. It may be several years before Winning Brands can achieve substantial capital gain for its shares. Interim capital gains opportunities may be difficult to realize if the liquidity is not present to sell at interim highs.

WBC is only attractive for the speculative investor who has the willingness and capacity to treat the holding as a long term if necessary.

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Q10: With the obvious success of your dry cleaning products, how soon before you penetrate one of the world's largest economies, California? The California legislature is planning to ban Perchloroethylene in all dry cleaning facilities.

A: A conversion that will be ongoing over many years, probably a decade or more - and not necessarily centred in California. With the speed of information exchange today, historical differences between jurisdictions in most matters is a diminishing characteristic. A larger, interconnected worldwide community of persons who are thinking globally and acting locally is replacing historic political boundaries. The implications are gradual but cumulative and can be seen all around us. Our work will be equally relevant across America.

WBC management operates on the premise that most change is met by resistance. This resistance in its most innocent form can be lethargy. It can have more self-serving aspects, such as the protection of existing vested interests. Of greatest concern would be deliberate undermining of the type that would try to stop the agents of positive change.

It is not possible to predict how emerging new regulations for Dry Cleaners in California and other jurisdictions will be met over the long term. WBC management assumes that there will be aspects of all these styles of response present over the coming years.

Therefore, it is the company's policy to remain focused on establishing a positive model of progress for Dry Cleaners who are willing and ready to apply these benefits to themselves and their customers. In practical terms, this means continuing to establish working sites that are satisfactory to the business people who own them, their clients' cleaning results and to governments as examples of what can be done to reduce toxic load in our economy and in the environment. As of December 5, 2007 there are a number of such sites in operation – all supporting WBC’s contention that professional Wet Cleaning with the company’s SMART™ Wet Cleaning System provides the world’s most attractive combination of operating characteristics for the Dry Cleaning wishing to end their use of Perchloroethylene.

The decision by Greenpeace to speak out in favour of non-toxic alternatives to Dry Cleaning in their research entitled "Dress to Kill" has been raising consciousness of this subject internationally. The progressive stance of the United States Environmental Protection Agency (EPA) in which the use of Perc is strongly discouraged is also predictive of future development in this category.

It is possible that the trend line for the adoption of non-Perc Dry Cleaning will be analogous to the trend line for the adoption of Hybrid vehicles; a minority of early adopters who through their success with the new paradigm will stimulate a second wave. We are still in the early adopter phase. As anyone who has followed the strong surge of interest in such Hybrid vehicles, the tipping point has certainly been reached that what was once “fringe” is now becoming “mainstream”. The leading brand in this category is experiencing waiting lists, price over MSRP levels and strong awareness by the public (and legislators).

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Q11: Which brokerage house handles your equity (shares)?

A: In general terms any full service and duly accredited investment dealership has the capability of arranging for the acquisition or sale of shares in Winning Brands Corporation (WNBD) Pink Sheets in USA, Canada or internationally. A registered broker/dealer that is most familiar with the company is JPC Capital Partners near Atlanta Georgia. www.JPCCapital.com

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Q12: Do you have any general words or summary?

A: Winning Brands Corporation is driven by a mission to be successful. Its managers and staff are hardworking and dedicated. It is at a stage of development that is risky and no assurance can be given that it will realize its potential. However the firm has a track record since April 2006 when first becoming a Non-Reporting Issuer public company of disclosing more than most in this category about its progress toward goals, and challenges, thereby providing the speculative investor with a means to participate. The CEO of Winning Brands Corporation, Eric Lehner, thanks all those who have shown an interest in the company, as investors or otherwise. The firm continues to be accountable to interested parties who have provided opportunities of various kinds to the company. The bottom line is that since April 2006 the company has acquired thousands of loyal customers for its consumer products. This number grows continuously. As an increasing number of retailers chose to carry Winning Brands products, these numbers are likely to grow. The company targets its products being available in 5,000 stores in 2010. If this is achieved and the sales per store remain at the level demonstrated by early retailers, then the stage will be set for Winning Brands to move on to a higher phase of operations.

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Q13: Although the FAQ states Winning Brands is financially sound and ahead of schedule, can you comment a bit further? (Anything would help out.)

A: The FAQ does not state that Winning Brands is financially sound per se. “Financially sound” is an evaluation based on a series of judgments which are subjective. Banks for example assess risk when making loans on a conservative basis including collateral, capacity to carry the debt and other “traditional” measures of credit worthiness. Other lenders however consider character and credit rating to be more important because in their view past performance is a better indicator of future performance than assessments by a 3rd party evaluator. Simply put, Winning Brands Corporation uses more cash than it generates during its current Initial Operations Phase of business. Its ability to carry out its business plan depends upon its ability to generate capital and supplier credit concurrent with its operational developments. These factors are closely related.

Winning Brands has set out a sequence of six phases that it anticipates passing through on the way to self-sufficiency and success as the holder of a portfolio of valuable consumer product brands. The company regularly provides factual information about its operations and specific developments/opportunities/challenges in this process. The CEO of Winning Brands consistently emphasizes the risk of investment in a company at this stage of development. The assessment of whether Winning Brands is financially sound is as much or more a question of whether the company’s management has the insight, creativity and determination to achieve the objectives that it has set out for the company. This is why venture capital markets place more importance on the behaviour of management than conventional valuation techniques when assessing whether the risk/reward possibilities are attractive in any given situation.

The company discourages investment by persons utilizing conventional valuation techniques or seeking security which is asset based. The success of Winning Brands Corporation is predicated upon the resourcefulness of its management to obtain listings with a critical mass of retail outlets enabling its products to be purchased by millions of consumers conveniently and repeatedly – thus becoming a “breakthrough” product(s). If this is attained, then cashflow and other benchmarks of success may appear relatively suddenly as things escalate rapidly. It is the policy of Winning Brands to pay attention to “preparation” more than “stock promotion” so that shareholders, ie the owners of Winning Brands Corporation, end up with a company that has substantial value even by conventional standards. This is the manner in which Winning Brands can distinguish itself amongst companies who vie for the attention of speculative investors.

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Q14: Are the chemistry and products presented by WNBD certified "green" by an accepted governmental/scientific authority?

A. There is no single authority whose definitions of “green” have become universally accepted. The company has a multi-prong approach to environmental compliance and leadership. The first is to monitor the current status of legislation and remain within prescribed standards. The second is to determine how to diminish or eliminate the use of materials that are considered undesirable, even though permissible. The 3rd is to determine the effectiveness of alternatives to conventional materials.

Because the mission of Winning Brands Corporation is to replace hazardous chemicals in widespread use with safer alternatives, the production and distribution of consumer products that use less or none of certain undesirable materials is already substantial progress within the given mandate, and a significant business opportunity. But even by this standard, Winning Brands products are greener for some categories than others. For example, the majority of Dry Cleaners use a solvent called Perchloroethylene to “clean” garments. The U.S. Environmental Protection Agency has publicly declared that it considers this widely used solvent undesirable; however Perc is still available and widely used. Winning Brands’ alternative to this process is called SMART™ Wet Cleaning. In the SMART™ process, there is no longer a need to collect and dispose of effluent as a hazardous waste because the SMART™ Wet Cleaning solutions contain no chemicals that are considered controlled substances. Unlike Perc, they can be flushed down the drain without harm. In this setting, the use of SMART™ Wet Cleaning solutions is very “green”.

A Winning Brands professional garment cleaning establishment in Oshawa, Ontario was recently recognized and awarded by the municipality for leadership in this field. However, would the use of these solutions for cleaning as a replacement to ordinary water by itself be considered “green”? We all know that water by itself has limitations. The honest answer therefore must recognize that the use of any “ingredients” that are modified in any form are a departure from the highest standard of “green”, which is ultimately to not alter the environment at all. To address this paradox, Winning Brands is developing a credo, known as “Choose to Care” by which the criteria are defined in more specific terms. For example, what circumstances of bio-degradability are considered by the company to be “green”; what length of continuous exposure of a given cleaning solution to exposed skin is considered safe (5 minutes? 5 hours? Forever?) This is a dynamic area of research and policy development within the company.

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Q15: What is Winning Brands' attitude toward "private labelling" as a form of growth for itself?

Winning Brands’ goal is to own and manage a portfolio of intellectual properties consisting of formulations, trademarks, know-how and goodwill for the purpose of developing brands with growing value. True private labelling substitutes the ownership of these elements (that consumers identify) with for the benefit of a wholesale customer instead. For this reason, “private labelling” is more suitable for factories that do not utilize brand ownership as the basis by which to grow their company value. As a practical example, if Winning Brands developed a product which had the potential to be very popular, but allowed another brand organization to market this product under its own name instead, then the accruing benefit of “growing consumer recognition” would benefit the brand organization more than the manufacturing entity. This is because “behind the scenes” manufacturing is more generic, whereas brand identity is distinct. Manufacturing can be carried out in a variety of locations without impact on the consumer, thus permitting a brand organization to ensure that it is receiving the most competitive production arrangement possible through outsourcing production. The “added value” that Winning Brands shareholders benefit from the most is that derived from growing consumer awareness of its own brand identities, not the use of Winning Brands production facilities to enhance the consumer value of other brands. Therefore, Winning Brands would prefer not to engage in traditional private labelling. There is a variation however called “co-branding”, whereby a powerful existing brand may be in a position to leverage its existing name into a spin-off for the purpose of accelerating a line extension into rapid distribution and retail listings. This can give rise to mutually exclusive brands being shared for mutual benefit. This is still consistent with the preference by Winning Brands Corporation to hold brand assets, rather than to be a primary manufacturer of brands owned by others.

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Q16: What is the policy of Winning Brands toward Reverse Splits?

A. One common question on the mind of investors of public companies of any size and stature is the outstanding share count. Variations of this question have to do with the size of the float and the number of authorized shares. The reason this is of interest is that the “worth” of a company is generally calculated or “distributed” among its shareholders – thus it follows that a larger number of issued shares may cause a lowering in the valuation of each individual share.

This question is of particular interest to holders of securities in junior public companies because some such firms generate share dilution through financing without there being a corresponding growth in the “worth” of the firm to compensate for the dilution. This is of greatest concern where the firm is a shell company or not engaged in an active business that can be monitored through its actual activities. In such cases, investors worry about the company issuing shares as a “printing press” for the enrichment of the controlling owners/managers without any reasonable prospect of a translation of the financing activity into a growth of the value of the company for the benefit of shareholders in general, particularly “retail investors”; ie. those who purchase shares in the open market through self directed accounts or their brokers.

A companion worry on the part of such shareholders is that the consolidation of the outstanding shares through a reverse split will perpetuate a cycle of increasing dilution followed by reverse split, repeatedly – all with the feared net result of declining net value in the holdings of the retail investor, rather than a significant speculative growth in value that holders of junior public companies seek as compensation for the risk that they take. This is because there is a risk that the new higher share price that follows a reverse split may fall instead of rise, leaving the shareholders with lower net value for their investment following the reverse split.

The policy of Winning Brands Corporation on this subject has several elements. The first is to ensure that persons who take risks have accurate information on which to assess their risk. For this reason, comments for public attribution pertaining to the securities of the company are made, in the case of Winning Brands Corporation, by its C.E.O. Eric Lehner. This prevents confusion and ensures that there is accountability by the senior spokesperson. The company’s website is the most easily accessed source of information on this subject, and in particular the FAQ section of the Investor Page. For this reason, investors are cautioned about comments made by 3rd parties of a speculative nature, as such comments may be based on a misunderstanding, partial information, mixed motives or otherwise be of an unreliable nature. The second is to ensure that the mutual responsibility of the company and its shareholders be acknowledged. The firm is clear and consistent in stating that its shares are speculative. The firm cannot be reasonably responsible for a growth in the value of its shares except as represents reasonable best efforts of the company to conduct its business for the benefit of its shareholders in general. The company has no control over the share purchases and sales made by 3rd parties on the market nor the effect that same has on its price per share on any given day.

The third is to operate the firm as a going concern for the purpose of generating a profit where possible and where profitability is not yet possible then operating according to a business plan whereby a profit and growth in the value of the firm is contemplated. For the sake of clarity, this means treating the company as a business vehicle for the benefit of shareholders in general by normal standards.

With these elements as guiding principles, there is a broad range of circumstances by which it is beneficial for the firm, and by this it is clearly meant beneficial for the shareholders that the company avail itself of on-going financing opportunities so as to continue to advance the company’s presence in its consumer marketplace. A reverse split is definitely one of many steps that the firm could take. However Winning Brands is conservative in the utilization of any measure that is structural in nature in order to increase the likelihood of long term benefit. Simply put, the firm would only undertake a reverse split if in the opinion of qualified advisors who have a demonstrated track record of professional competence in this arena feel that on balance such a measure would be beneficial to the shareholders in general. This may include, but not be limited to, the ability of the firm to expand the scope of its financing activities in European capital markets (where Winning Brands shares already trade albeit with still underdeveloped support), achieving a minimum price per share to qualify for a stock exchange, being able to achieve reportable events over a reasonable “per share” basis, reducing the number of “notional” share holders – those holding a single share or sub-board lot quantity – by substituting a cash amount for fractional shares, or many other technical considerations.

There are many public companies with several billion issued and outstanding shares. The view that a low outstanding share count leads to a high price per share is incomplete because it does not adequately take into account the nuances of liquidity, such as the fact that different share price ranges are associated with different volume trading ranges.

The share price performance of Winning Brands Corporation since becoming public in April 2006 is poor. There is no question about the fact that the firm is not an attractive buy if the historic share price direction is the only criterion of the investor. However, Winning Brands has consistently disclosed that its growth plans involve passage through predictable phases and that the company was more likely to yield attractive returns to investors who consider the firm a long term proposition. The share price should therefore be considered in the context of a process that is only underway rather than finished. By this standard, a market valuation of the firm below 1 cent is considered by management to significantly undervalue the company’s current and future possible “worth”. This is mentioned in order to caution shareholders that pre-mature sale of the shares at historic lows also carries the risk of unnecessary loss in the present should future internally generated cashflow permit the company to buy-back its shares on the open market, or as part of a formal offering, as an alternative to dividends for the benefit of common shareholders.

The advantage to common shareholders of a share buy-back is that the funds invested by the firm in this manner have lingering benefit for the remaining shareholders, rather than the “one time” benefit of a dividend. No promise is being made that the firm will be in a position to do this. It is an illustration that if/when the company is successful to its plan, there is a mechanism favoured by management to diminish the outstanding share count in future to offset the earlier growth in the number of outstanding shares during the early stages of the company’s capitalization.

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Q17: If the company has reverse split stock before (2004), will it happen again suddenly?

Winning Brands Corporation as we know it today is the result of a reverse merger between Global E Tutor and Niagara Mist Marketing Ltd (also known as The Soap Factory) in 2006.

At the time of the reverse merger, Global E Tutor had become dormant in its educational work - and Niagara Mist Marketing Ltd was a small but stable Ontario operating company that manufactures environmentally progressive cleaning solutions.

The purpose of the transaction was to let Niagara Mist’s (The Soap Factory’s) environmental products grow more rapidly in distribution and consumer awareness by providing access to suitable capital and new management at Niagara Mist.

The reverse merger was accomplished by issuing shares of Global E Tutor (now renamed Winning Brands Corporation) to the shareholders of Niagara Mist Marketing Ltd for which the shareholders of Niagara Mist Marketing Ltd in turn transferred their shares of Niagara Mist Marketing Ltd to Winning Brands Corporation. The result of the transaction was to provide Winning Brands Corporation, a public company, with an operating subsidiary that was doing active work thus making the public company a growing company again. In the transaction, the shareholders of Niagara Mist Marketing Ltd of that time retain a combination of common shares of Winning Brands Corporation (which were restricted according to Rule 144) and a preference share entitlement to provide voting continuity until such time that certain earlier capital cost recovery conditions are met for the asset vend-in. Structurally, the transaction was normal for exercises of this nature and was the subject of the company's first news release in April 2006. The FAQ section of the Investor Page at www.WinningBrands.ca provides substantial information about the company’s current share structure.

All persons associated with the public company, without exception, are new to Winning Brands since 2006. No former Global E Tutor personnel are involved.

Decline of a share price after consolidation is exactly the situation which Winning Brands Corporation would like to avoid. Winning Brands management has been conservative in all matters pertaining to capitalization. We therefore invite interested parties to carefully peruse that FAQ and in particular the comments regarding dilution and reverse splits. This will help the reader understand our policies in respect of these issues.

Ultimately, it is the goal of the management of Winning Brands Corporation to earn the confidence of the investment community through decisions which are responsible, even if they cannot be entirely without risk. The effect upon retail investors currently holding shares of Winning Brands Corporation is an important criterion by which management evaluates the benefit of financing strategies. It is one of several criteria, but a very important one. The long term goal of all Winning Brands financing is to obtain capital for the advancement of the total worth of the organization. This may involve the utilization of new capital sources for the realization of opportunities – some of which may involve risk. However the operating parameters of the company are better disclosed than for many junior public companies, and in particular better than the majority of Non-Reporting Issuers. This means that a reverse split is possible at a suitable time, but will be handled responsibly, with an eye on preserving shareholder value.

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