SEC – ‘UPLOAD’ from 9/28/22 re: Winning Brands Corp. – ‘TEXT-EXTRACT’

On:  Wednesday, 9/28/22, at 1:30pm ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed   ·   Accession #:  0-22-10672

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Comment or Other Letter from the SEC   —   Delayed-Release

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     39K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC - PDF's         2±     8K 
                Text                                                             

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC – PDF’s Text

United States securities and exchange commission logo                           

September 28, 2022      

Eric Lehner                                                       
Chief Executive Officer                                           
Winning Brands Corp                                               
92 Caplan Avenue, Suite 134                                       
Barrie, Ontario L4N 9J2                                           
Canada                                                            

                                                       Re: Winning Brands Corp
                                                          Amendment No. 1 to
Offering Statement on Form 1-A                                                  
                                                           Filed September 23,
2022                                                                            
                                                          File No. 024-11935

Dear Mr. Lehner:                                                  

         We have reviewed your amended offering statement and have the
following                                                                       
    comment. In our comment, 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 comment applies 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 this comment, we may have additional comments.
Unless we note                                                                  
otherwise, our references to prior comments are to comments in our
August 5, 2022 letter.                                                          

  Amendment No. 1 to Offering Statement on Form 1A filed September 23,
2022                                                                            

    Year ended December 31, 2021 compared to Year ended December 31, 2020,
page 32                                                                         

1.                                                   We note your response
to our prior comment 4 and reissue. Your disclosure on page                     
                                                      32 states that for the
years ended December 31, 2021 and 2020, the Company had                         
                                                    revenues of $407,234
and $194,618, respectively, and that your cost of goods sold for FY             
                                                     2020 was $194,618. On
page F-3, however, you report revenues of $407,234 and                          
                                                       $257,830 for FY2021 and
FY 2020, respectively with costs of goods sold of $63,212 for                   
                                                     FY2020. Please revise
this disclosure so it is consistent.                                            
Eric Lehner                                                                   
Winning Brands Corp                                                             
September 28, 2022                                                              
Page 2                                                                          

Please 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
September 28, 2022 Page 2                                                       
cc:       Jeff Turner, Esq.                                                     
FirstName LastName                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Filed on:		9/28/22		UPLOAD
		9/23/22		1-A/A,  CORRESP,  UPLOAD
		8/5/22		UPLOAD
		12/31/21		UPLOAD
		12/31/20		UPLOAD
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