SEC Comment Letter for Worksport Ltd (WKSP) (CIK 0001096275) (WKSP) — Mar 13, 2013
Worksport Ltd (WKSP) (CIK 0001096275)
Date: March 13, 2013 · CIK: 0001096275 · Accession: 0000000000-13-013470
AI Filing Summary & Sentiment
Reasoning
Letter
March 13 , 2013 Via Email A.J. Boisdrenghien President and Director Franchise Holdings International , Inc. 5910 South University Boulevard C-18, Unit 165 Littleton, Colorado 80121
Re: Franchise Holdings International, Inc. Form 8 -K Filed March 1 1, 2013 File No. 0-27631
Dear Mr. Boisdrenghien :
We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with more information so we may better understand your disclosure.
Please respond to this letter within five business days by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comment s apply to your facts and circumstances or do not believe an amendment is appr opriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in response to these comment s, we may have additional comments.
Item 4.01 Changes in Registrant’s Certifying Accountant
(a) Re signation of Borgers & Cutler CPA’s PLLC
1. Please revise your disclosure in the third paragraph to state whether there were any disagreements or reportable events during the two most recent fiscal years and any subsequent interim period preceding the resign ation of B&C. If there were any disagreements or reportable events during the two most recent fiscal years and any subsequent interim period preceding the resignation of B&C, please provide the disclosures required by paragraphs (a)(1)(iv) and (v) of Item 304 of Regulation S -X.
A.J. Boisdrenghien Franchise Holdings International, Inc. March 1 3, 2013 Page 2
Item 9.01 Financial Statements , Pro Forma Financial Information and Exhibits
2. Please file an updated letter from B&C as Exhibit 16 to the amendment filed in response to our comment in accordance with Items 304(a)(3) and 601(b)( 16) of Regulation S -K.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the compa ny and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement from the co mpany acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
You may contact Yolanda Guobadia at (202) 551 -3562 if you have questions. In her absence you may contact me at (202) 551 -3344.
Sincerely,
/s/ William H. T hompson
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March 13 , 2013 Via Email A.J. Boisdrenghien President and Director Franchise Holdings International , Inc. 5910 South University Boulevard C-18, Unit 165 Littleton, Colorado 80121 Re: Franchise Holdings International, Inc. Form 8 -K Filed March 1 1, 2013 File No. 0-27631 Dear Mr. Boisdrenghien : We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with more information so we may better understand your disclosure. Please respond to this letter within five business days by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comment s apply to your facts and circumstances or do not believe an amendment is appr opriate, please tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comment s, we may have additional comments. Item 4.01 Changes in Registrant’s Certifying Accountant (a) Re signation of Borgers & Cutler CPA’s PLLC 1. Please revise your disclosure in the third paragraph to state whether there were any disagreements or reportable events during the two most recent fiscal years and any subsequent interim period preceding the resign ation of B&C. If there were any disagreements or reportable events during the two most recent fiscal years and any subsequent interim period preceding the resignation of B&C, please provide the disclosures required by paragraphs (a)(1)(iv) and (v) of Item 304 of Regulation S -X. A.J. Boisdrenghien Franchise Holdings International, Inc. March 1 3, 2013 Page 2 Item 9.01 Financial Statements , Pro Forma Financial Information and Exhibits 2. Please file an updated letter from B&C as Exhibit 16 to the amendment filed in response to our comment in accordance with Items 304(a)(3) and 601(b)( 16) of Regulation S -K. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the compa ny and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In responding to our comments, please provide a written statement from the co mpany acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. You may contact Yolanda Guobadia at (202) 551 -3562 if you have questions. In her absence you may contact me at (202) 551 -3344. Sincerely, /s/ William H. T hompson William H. Thompson Accounting Branch Chief