SecProbe.io

Mail Stop 3561
September 21 , 2016

Steven Rossi
President and Chief Executive Officer
Franchise Holdings International, Inc.
3120 Rutherford Road, Suite 414
Vaughan, Ontario, Canada L4K 0B2

Re: Franchise Holdings International, Inc .
  Registration Statement on Form  S-1
Filed September 2 , 2016
  File No. 333 -213467

Dear Mr. Rossi :

We have limited our review of your registration statement to those issues we have
addressed in our 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 this letter by amending your registration statement and providing the
requested information.   Where you do not  believe our comments apply 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 registration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. To register the “resale”  of the shares underlying the Amended and Restated Equity
Purchase Agreement, the private placement must be complete prior to filing the
registration statement.  We note Section 2.2(c) of the equity purchase agreement requires
that Kodiak must immediately return the put shares to the company if the purchase price
falls below the floor price.  However, we also note that the Form of Put Notice filed as
Exhibit A leaves the  floor price  blank , which appears to leave open the possibility that the
company can change the floor price at each put.  Please note that if either party can
change the floor pricing under the agreement , the pricing mechanism is not set and the
private plac ement in not complete.  Please revise so that the floor price is fixed or
determined by a formula agreed to in advance.

Steven Rossi
Franchise Holdings International , Inc.
September  21, 201 6
Page 2

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing inc ludes the information the Securities Act of 1933 and
all applicable Securities 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.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commissi on or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authori ty, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defens e in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to rev iew any amendment prior to the requested effective date of the
registration statement.

Please contact John Stickel at (202) 551 -3324 or me at (202) 551 -3611  with any
questions.

Sincerely,

 /s/ A.N. Parker

Anne Nguyen Parker
Assistant Director
Office of Transportation and Leisure

cc:  Matthew C. McMurdo, Esq.