SecProbe.io

February 23, 2015

Via Email
Mr. Steven Rossi
Chief Executive Officer
Franchise Holdings International, Inc.
1895 Clements Rd., Suite 155
Pickering, Ontario, Canada M1P 4Y9

Re: Franchise Holdings International, Inc.
 Form PRE 14C
Filed January 26, 2015
File No. 000 -27631

Dear Mr. Rossi :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

General

1. Please revise your disclosure to discuss the p ossible anti -takeover effects of the increase
in authorized shares.  Please also discuss other anti -takeover mechanisms that may be
present in your governing documents and whether there are any plans or proposals to
adopt other provisions or enter into oth er arrangements that may have material anti -
takeover consequences.  Please refer to the Instructions to Item 19 of  Schedule 14A and
Release No. 34 -15230 (October 13, 1978).

Additional Information, page 4

Voting Securities; Beneficial Ownership of the Com pany’s Common Stock, page 4

2. Please revise your proxy statement to affirmatively disclose whether the increase in
authorized shares is in any way related to any plans or intentions to enter into a merger,
consolidation, acquisition or similar business tran saction.  In this regard, we note your
disclosure on page 8 that “[i]n due course, Truxmart may be merged into the Company

Mr. Steven Rossi
Franchise Holdings International, Inc.
February 23, 2015
Page 2

 (or vice versa) and, thereafter, carry on the business activities of Truxmart.”  If such plans
or intentions exist, please provide th e disclosure required by Schedule 14A, including
Items 11, 13 and 14, as appropriate.  Please refer to Note A to Schedule 14A.

3. We note your disclosure that “additional common shares (aggregating _____) are
expected to be issued to certain investors who pr ospectively supported the acquisition of
the Company as the vehicle for carrying on the Truxmart business operations as a
publicly traded company (through the Company).”  Please clarify the type of support
provided to you and the amount of shares expected to be issued to the supporting
investors.

4. We note your disclosure that Truxmart Ltd. is beneficial owner of 2,300,000 of your
shares.  Please reconcile this disclosure with your statement on page 2 of this filing that
Truxmart Ltd. is your wholly -owned su bsidiary.

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 company 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 company
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.

Please contact Michael Kennedy, Staff Attorney , at 202-551-3832  or me at 202-551-3720
with any other questions.

Sincerely,

 /s/ Dietrich A. King for

 Mara L. Ransom
Assistant Director

Cc: Matthew McMurdo, Esq.