SEC Comment Letter for Worksport Ltd (WKSP) (CIK 0001096275) (WKSP) — Mar 10, 2015
Worksport Ltd (WKSP) (CIK 0001096275)
Date: March 10, 2015 · CIK: 0001096275 · Accession: 0000000000-15-014265
AI Filing Summary & Sentiment
Reasoning
Letter
March 10 , 2015 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. Preliminary Information Statement on Schedule 14C Filed February 24 , 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 cir cumstances , please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Additional Information
Voting Securities; Beneficial Ownership of the Company’s Common Stock, page 4
1. We note your response to comment 2 and we re -issue this comment. In this regard, we note your response that “the increase in authorized shares is necessary to complete the transaction whereby the Company acquired Truxmart Ltd.” If the increase in authoriz ed shares is being made in connection with the acquisition of Truxmart, please provide the disclosure required by Items 11, 13 and 14 of Schedule 14A, as appropriate. Refer to Note A to Schedule 14A.
2. We note your response to comment 4 and we re -issue the comment in part. Please update the beneficial ownership table to show that Truxmart Ltd., as your subsidiary, is not a beneficial owner of 2,300,000 shares of your common stock.
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
Steven Rossi Franchise Holdings International, Inc. March 10 , 2015 Page 2
1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a compa ny’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Please contact Michael Kennedy, Staff Attorney , at 202-551-3832 , Jennifer L ópez, Staff Attorney, at 202 -551-3792, or me at 202-551-3720 with an y other questions.
Sincerely,
/s/ Jennifer L ópez for
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March 10 , 2015 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. Preliminary Information Statement on Schedule 14C Filed February 24 , 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 cir cumstances , please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Additional Information Voting Securities; Beneficial Ownership of the Company’s Common Stock, page 4 1. We note your response to comment 2 and we re -issue this comment. In this regard, we note your response that “the increase in authorized shares is necessary to complete the transaction whereby the Company acquired Truxmart Ltd.” If the increase in authoriz ed shares is being made in connection with the acquisition of Truxmart, please provide the disclosure required by Items 11, 13 and 14 of Schedule 14A, as appropriate. Refer to Note A to Schedule 14A. 2. We note your response to comment 4 and we re -issue the comment in part. Please update the beneficial ownership table to show that Truxmart Ltd., as your subsidiary, is not a beneficial owner of 2,300,000 shares of your common stock. 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 Steven Rossi Franchise Holdings International, Inc. March 10 , 2015 Page 2 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a compa ny’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Please contact Michael Kennedy, Staff Attorney , at 202-551-3832 , Jennifer L ópez, Staff Attorney, at 202 -551-3792, or me at 202-551-3720 with an y other questions. Sincerely, /s/ Jennifer L ópez for Mara L. Ransom Assistant Director cc: Matthew McMurdo, Esq.