Winning Brands : Quarterly Report

3

Q3 2021

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

As of the Current Reporting Period, for the three months ending September 30, 2021, the number of

shares outstanding of our Common Stock was 4,945,741,540.

As of the Prior Reporting Period, for the three months ending June 30, 2021, the number of shares

outstanding of our Common Stock was 4,520,022,958.

As of the most recent completed Fiscal Year End, December 31, 2020, the number of shares

outstanding of our Common Stock was:3,808,281,098.

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of

1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: ☐

No: ☒

Indicate by check mark whether the company's shell status has changed since the previous reporting period:

Yes: ☐

No: ☒

Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:

Yes: ☐

No: ☒

1 "Change in Control" shall mean any events resulting in: (i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities; (ii) The consummation of t he sale or disposition by the Company of all or substantially all of the Company's assets; (iii) A change in the composition of the Board occurring within a two (2)- year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

1. Name and address(es) of the issuer and its predecessors (if any)

In answering this item, provide the current name of the issuer, any names used by predecessor entities, along with the dates of the name changes.

Current Name: WINNING BRANDS CORPORATION

Name History:

Essex Enterprises, Inc.

May 1995 (Incorporation) to Dec 1996

Veronique, Inc.

From Dec 1996 to Apr 1999

Digital Launch, Inc.

From Apr 1999 to Feb 2000

Global E Tutor, Inc.

From Feb 2000 to Oct 2005

Winning Brands Corporation

From Oct 2005 to Present

The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):

Delaware. Active.

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:

None.

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

It is anticipated that the issuer will have an additional subsidiary following completion of the acquisition of a "Tech Division" described in this report.

The address(es) of the issuer's principal executive office:

92 Caplan Avenue, Suite 134

Barrie, Ontario, L4N 9J2

Canada

The address(es) of the issuer's principal place of business:

Check box if principal executive office and principal place of business are the same address: ☒

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes: ☐

No: ☒

2)	Security Information
Trading symbol:	WNBD
Exact title and class of securities outstanding:	Common Shares
CUSIP:	975012105 DWAC Approved / DRS Approved 2021
Par or stated value:	$0.001
Total shares authorized:	5,000,000,000 as of Sept 30, 2021
Total shares outstanding:	4,945,741,540 as of Sept 30, 2021
Number of shares in the Public Float2:	4,911,670,871 as of Sept 30, 2021
Total number of shareholders of record:	217 as of Sept 30, 2021
		Additional class of non-publicly trading security:
Trading symbol:	Not Applicable
Exact title and class of securities outstanding:	Preferred Shares
CUSIP:	Not Applicable
Par or stated value:	$0.001
Total shares authorized:	10,000,000 as of Sept 30, 2021
Total shares outstanding:	10,000,000 as of Sept 30, 2021
Transfer Agent
Name:		Pacific Stock Transfer
Phone:		800-785-7782
Email:		[e-mail]
Address:	6725 Via Austi Parkway, Suite 300
		Las Vegas, Nevada, 89119
		www.PacificStockTransfer.com
Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒	No: ☐

1. Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.

1. "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control pers on"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.
2. To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

A. Changes to the Number of Outstanding Shares Dec 31, 2018 - Sept 30, 2021 (Table Below)

Shares Outstanding as of Second Most
Recent Fiscal Year End:
	Opening Balance
Date		Dec 31/18	Share Count is Transfer Agent Verified
Common:	3,468,281,098
Preferred:		10,000,000
							Individual/ Entity
					Value of		Shares were	Reason for share
			Number of		shares	Discount	issued to (entities	issuance (e.g. for	Restricted or	Exemption
Date			Shares	Security	issued	must have	cash or debt	Unrestricted	or
Transaction Type	to Market
Issued (or	Class	($/per	individual with	conversion) -OR-	as of this	Registration
			(Yes/No)
			cancelled)		share) at	voting /	Nature of Services	filing.	Type.
					Issuance		investment control	Provided
							disclosed).
Mar 6 2019	Issuance		340,000,000	Common	$0.00002	Yes	Blackbridge	Debt	Unrestricted	Section
							Capital	Conversion		4(a)(1)
							Alex Dillon
Apr 27 2021	Issuance		400,000,000	Common	$0.000005	Yes	Carpathia LLC	Debt	Unrestricted	Section
							Joe Canouse	Conversion		4(a)(1)
May 15, 2021	Issuance		311,741,860	Common	.001	Yes	Jahoco LLC	Debt	Unrestricted	Section
							James Canouse	Conversion		4(a)(1)
							Carpathia LLC	Debt		Section
	Issuance		279,994,922	Common	.000075	Yes	Joe Canouse	Unrestricted
July 12, 2021		Conversion	4(a)(1)
July 29, 2021	Issuance		145,723,660	Common	.001	Yes	Jahoco LLC	Debt	Unrestricted	Section
	James Canouse	Conversion	4(a)(1)
Shares Outstanding on Date of This
Report:
	Ending Balance
Date	Sept 30, 2021
Common:	4,945,741,540
Preferred:	10,000,000