SecProbe.io

January 26, 2026
Steven Rossi
Chief Executive Officer
Worksport Ltd
2500 N America Dr
West Seneca, NY 14224
Re:Worksport Ltd
Registration Statement on Form S-3
Filed January 20, 2026
File No. 333-292823
Dear Steven Rossi:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eranga Dias at 202-551-8107 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
 1
 filename1.htm

 WORKSPORT
LTD.

 2500
N America Dr

 West
Seneca, New York 14224

 (888)
554-8789

 January
26, 2026

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Manufacturing

 100
F. Street, N.E.

 Washington,
D.C. 20549

 Attention:
Mr. Eranga Dias

 Re:
 Worksport
 Ltd.
 Registration
 Statement on Form S-3
 File
 No. 333-292823

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of
the above-referenced Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time on Wednesday,
January 28, 2026 , or as soon thereafter as practicable.

 Kindly
contact Philip Magri, Esq. of Sichenzia Ross Ference Carmel LLP at (646) 668-6534, as soon as the Registration Statement has been declared
effective, or if you have any other questions or concerns regarding this matter.

 Very
 truly yours,

 WORKSPORT
 LTD.

 By:

 /s/
 Steven Rossi

 Steven
 Rossi

 Chief
 Executive Officer

CORRESP
 1
 filename1.htm

 Worksport
Ltd.

 2500
North America Dr.

 West
Seneca, NY 14224

 May
27, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Worksport Ltd. Request for Qualification

 Offering Statement on Form 1-A

 File No. 024-12604

 Ladies
and Gentlemen:

 Worksport
Ltd., a Nevada corporation, respectfully requests that the Securities and Exchange Commission issue a qualification order with regard
to the Offering Statement on Form 1-A (File No. 024-12604), as amended, pursuant to Rule 252(g) of the Securities Act of 1933, as amended,
for the qualification to be issued as of 5:30 p.m. Eastern time on May 27, 2025, or as soon as practicable thereafter.

 Very
 truly yours,

 By:
 /s/
 Steven Rossi

 Name:
 Steven
Rossi

 Title:
 Chief
 Executive Officer and President

CORRESP
 1
 filename1.htm

 May
23, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street NE

 Washington,
D.C. 20549

 Re:
 Worksport
 Ltd.

 Withdrawal
 of Request for Qualification of Offering Statement on Form 1-A

 Filed
 on May 22, 2025

 File
 No. 024-12468

 Ladies
and Gentlemen:

 Worksport
Ltd (the "Company") hereby respectfully requests the immediate withdrawal of its qualification letter filed with the Securities
and Exchange Commission (the "Commission") on May 22, 2025, in which the Company had requested qualification of its Offering
Statement on Form 1-A (File No. 024-12604), as amended (the "Form 1-A"), initially filed on April 18, 2025 and amended on
May 21, 2025.

 The
Company will file a qualification letter to request the Staff of the Commission (the "Staff") to qualify the Form 1-A immediately
after the Staff provides authorization.

 If
you have any questions regarding this request, please contact the Company's legal counsel, Ross D. Carmel, Esq., at Sichenzia Ross
Ference Carmel LLP, at (646) 838-1310.

 Very
 truly yours,

 /s/
 Steven Rossi

 Steven
 Rossi

 Chief
 Executive Officer

 Worksport
 Ltd

 cc:
 Ross
 D. Carmel, Esq., Sichenzia Ross Ference Carmel LLP

CORRESP
 1
 filename1.htm

 Worksport
Ltd.

 2500
North America Dr.

 West
Seneca, NY 14224

 May
22, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Worksport
 Ltd. Request for Qualification

 Offering
Statement on Form 1-A

 File
No. 024-12604

 Ladies
and Gentlemen:

 Worksport
Ltd., a Nevada corporation, respectfully requests that the Securities and Exchange Commission issue a qualification order with regard
to the Offering Statement on Form 1-A (File No. 024-12604), as amended, pursuant to Rule 252(g) of the Securities Act of 1933, as amended,
for the qualification to be issued as of 5:30 p.m. Eastern time on May 22, 2025, or as soon as practicable thereafter.

 Very
 truly yours,

 By:
 /s/
 Steven Rossi

 Name:
 Steven
Rossi

 Title:
 Chief
 Executive Officer and President

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 22, 2025

Steven Rossi
Chief Executive Officer
Worksport Ltd
2500 N America Dr.
West Seneca NY, 14224

 Re: Worksport Ltd
 Offering Statement on Form 1-A
 Filed April 18, 2025
 File No. 024-12604
Dear Steven Rossi:

 This is to advise you that we do not intend to review your offering
statement.

 We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff. We also remind you that, following qualification of
your Form 1-A,
Rule 257 of Regulation A requires you to file periodic and current reports,
including a Form
1-K which will be due within 120 calendar days after the end of the fiscal year
covered by the
report.

 Please contact Erin Donahue at 202-551-6063 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 2, 2025

Steven Rossi
Chief Executive Officer
Worksport Ltd
2500 N America Dr
West Seneca, NY 14224

 Re: Worksport Ltd
 Registration Statement on Form S-1
 Filed on March 28, 2025
 File No. 333-286255
Dear Steven Rossi:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Bradley Ecker at 202-551-4985 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 April
2, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Worksport Ltd. (the " Company ")

 Registration Statement on Form S-1

 File No. 333-286255

 Ladies
and Gentlemen,

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date
of the above-referenced Registration Statement be accelerated so that the same will become effective at 5:00 PM (EST) on Thursday, April
3, 2025, or as soon thereafter as is practicable.

 Please
contact the Company's counsel, Ross Carmel, Esq. of Sichenzia Ross Ference Carmel LLP at 646-838-1310 or via email at rcarmel@srfc.law
to provide notice of effectiveness or if there are questions regarding this matter.

 Very truly yours,

 WORKSPORT LTD.

 /s/ Steven
 Rossi

 Steven Rossi

 Chief Executive Officer

CORRESP
1
filename1.htm

WORKSPORT
LTD.

2500
N America Dr

West
Seneca, NY 14224

888-554-8789

July
10, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

Attn:
Ms. Erin Donahue

  Re:
  Worksport Ltd. (the “Company”)

Acceleration
of Effectiveness Request

Registration
Statement on Form S-1

File
No. 333-280676

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date
of the Company’s above-referenced Registration Statement be accelerated so that the same will become effective at 4:00 PM (Eastern)
on Friday, July 12, 2024, or as soon thereafter as is practicable.

  Very truly yours,

  WORKSPORT LTD.

  By:
  /s/ Steven Rossi

  Name:
  Steven Rossi

  Title:
  Chief Executive Officer, President and

  Chairman of the Board of Directors

July 8, 2024
Steven Rossi
Chief Executive Officer
Worksport Ltd
2500 N America Dr.
West Seneca, NY 14224
Re:Worksport Ltd
Registration Statement on Form S-1
Filed July 3, 2024
File No. 333-280676
Dear Steven Rossi:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Erin Donahue at 202-551-6063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

WORKSPORT
LTD.

2500
N America Dr

West
Seneca, NY 14224

888-554-8789

www.worksport.com

April
4, 2024

Securities
and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

    Re:

    Worksport
    Ltd. (the “Company”)

    Registration
    Statement on Form S-1 (File No. 333-278461)

    Filed
    April 2, 2024

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date
of the above-referenced Registration Statement be accelerated so that the same will become effective at 4:00 PM (Eastern Time) on Monday,
April 8, 2024, or as soon thereafter as is practicable.

    Very
    truly yours,

    WORKSPORT
    LTD.

    By:

    /s/
    Steven Rossi

    Name:

    Steven
    Rossi

    Title:

    Chief
    Executive Officer, President and Chairman

United States securities and exchange commission logo
April 4, 2024
Steven Rossi
Chief Executive Officer
Worksport Ltd
2500 N America Dr
West Seneca, NY 14224
Re:Worksport Ltd
Registration Statement on Form S-1
Filed on April 2, 2024
File No. 333-278461
Dear Steven Rossi:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Bradley Ecker at 202-551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
December 26, 2023
Steven Rossi
Chief Executive Officer
Worksport Ltd
2500 N America Dr
West Seneca, NY 14224
Re:Worksport Ltd
Registration Statement on Form S-1
Filed on December 22, 2023
File No. 333-276241
Dear Steven Rossi:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Bradley Ecker at 202-551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Worksport
Ltd.

2500
N America Dr

West
Seneca, NY 14224

December
26, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Mr. Bradley Ecker

    Re:

    Worksport
    Ltd. Request for Acceleration

    Registration
    Statement on Form S-1

    Filed
    on December 22, 2023

    File
    No. 333-276241

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Worksport Ltd., a Nevada corporation
(the “Company”), respectfully requests that the effective date of its registration statement on Form S-1 (File No. 333-276241)
(the “Registration Statement”), be accelerated so that it will become effective at 4:30 p.m., Eastern Time, on Friday, December
29, 2023, or as soon thereafter as possible.

Once
the Registration Statement is effective, please confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Ross
Carmel at (646) 838-1310.

If
you have any questions regarding this request, please contact Ross Carmel of Sichenzia Ross Ference Carmel LLP at (646) 838-1310.

    Very
    truly yours,

    By:
    /s/
Steven Rossi

    Name:
    Steven
    Rossi

    Title:
    Chief
    Executive Officer and President

cc:
Ross Carmel, Sichenzia Ross Ference Carmel LLP

CORRESP
1
filename1.htm

Worksport
Ltd.

55
Beaver Creek Road #40

Richmond
Hill, Ontario, Canada L4B 1E5

October
11, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Ms. Eranga Dias

  Re:
  Worksport Ltd. Request for Acceleration

  Registration
Statement on Form S-3

  File
No. 333-267696

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Worksport Ltd., a Nevada corporation
(the “Company”), respectfully requests that the effective date of its registration statement on Form S-3 (File No. 333-267696)
(the “Registration Statement”), be accelerated so that it will become effective at 4:00 p.m., Eastern Time, on Thursday,
October 13, 2022, or as soon thereafter as possible.

Once
the Registration Statement is effective, please confirm the event with our counsel, Carmel, Milazzo & Feil LLP by calling Ross Carmel
at (646) 838-1310.

If
you have any questions regarding this request, please contact Ross Carmel of Carmel, Milazzo & Feil LLP at (646) 838-1310.

    Very
    truly yours,

    By:
    /s/
    Steven Rossi

    Name:

    Steven
    Rossi

    Title:
    Chief
    Executive Officer and President

  cc:
  Ross Carmel, Carmel, Milazzo & Feil LLP

United States securities and exchange commission logo
October 7, 2022
Steven Rossi
Chief Executive Officer
Worksport Ltd
7299 East Danbro Crescent
Mississauga, Ontario, Canada L5N 6P8
Re:Worksport Ltd
Registration Statement on Form S-3
Filed September 30, 2022
File No. 333-267696
Dear Steven Rossi:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eranga Dias at 202-551-8107 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

                                                                     414-3120 Rutherford Rd
 Vaughan, ON., Canada
 1 (888) 554-8789

July
30, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Sergio Chinos, Staff Attorney-client

    Re:

    Worksport
    Ltd. (the “Company”)

    Registration
    Statement on Form S-1

    File
    No. 333-256142

Ladies
and Gentlemen,

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date
of the above-referenced Registration Statement be accelerated so that the same will become effective at 5:00 PM (EDT) on Tuesday, August
3, 2021, or as soon thereafter as is practicable.

Please
contact the Company’s counsel, Philip Magri of Carmel, Milazzo & Feil LLP at 954-303-8027 or via email at pmagri@cmfllp.com
to provide notice of effectiveness or if there are questions regarding this matter.

    Very
    truly yours,

    WORKSPORT
    LTD.

    /s/
    Steven Rossi

    Steven
    Rossi

    President,
    Chief Executive Officer and

    Chairman
    of the Board of Directors

CORRESP
1
filename1.htm

Maxim
Group LLC

300
Park Avenue, 16th Floor

New
York, NY 10022

July
30, 2021

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Worksport
    Ltd.

    Registration
    Statement on Form S-1

    File
    No. 333-256142

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Maxim Group LLC, as representative of the
underwriters of the offering, hereby joins the request of Worksport Ltd. that the effective date of the above-referenced Registration
Statement on Form S-1 be declared effective at 5:00 p.m. (Washington, D.C. time) on Tuesday, August 3, 2021, or as soon as practicable
thereafter.

In
connection with this acceleration request and pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed
to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the securities, as many
copies of the preliminary prospectus, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Sincerely,

    Maxim
    Group LLC

    By:

    /s/
    Clifford A. Teller

    Name:
    Clifford
    A. Teller

    Title:
    Executive
    Managing Director &

    Head
    of Investment Banking

CORRESP
1
filename1.htm

                                                                     414-3120 Rutherford Rd
 Vaughan, ON., Canada
 1 (888) 554-8789

July
28, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Sergio Chinos, Staff Attorney-client

    Re:

    Worksport
    Ltd. (the “Company”)

    Registration
    Statement on Form S-1

    File
    No. 333-256142

Ladies
and Gentlemen,

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date
of the above-referenced Registration Statement be accelerated so that the same will become effective at 5:00 PM (ET) on Wednesday, July
28, 2021, or as soon thereafter as is practicable.

Please
contact the Company’s counsel, Philip Magri of Carmel, Milazzo & Feil LLP at 954-303-8027 or via email at pmagri@cmfllp.com
to provide notice of effectiveness or if there are questions regarding this matter.

    Very
    truly yours,

    WORKSPORT
    LTD.

    /s/
    Steven Rossi

    Steven
    Rossi

    President,
    Chief Executive Officer and

    Chairman
    of the Board of Directors

CORRESP
1
filename1.htm

Maxim
Group LLC

300
Park Avenue 16th Floor

New
York, NY 10022

July
28, 2021

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Worksport
    Ltd.

    Registration
    Statement on Form S-1

    File
    No. 333-256142

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Maxim Group LLC, as representative of the
underwriters of the offering, hereby joins the request of Worksport Ltd. that the effective date of the above-referenced Registration
Statement on Form S-1 be declared effective at 5:00 p.m. (Washington, D.C. time) on Wednesday, July 28, 2021, or as soon as practicable
thereafter.

In
connection with this acceleration request and pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed
to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the securities, as many
copies of the preliminary prospectus, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Sincerely,

    Maxim
    Group LLC

    By:

    /s/
    Clifford A. Teller

    Name:
    Clifford
    A. Teller

    Title:
    Executive
    Managing Director &

    Head
    of Investment Banking

CORRESP
1
filename1.htm

Maxim
Group LLC

300
Park Avenue, 16th Floor

New
York, New York 10022

July
28, 2021

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Worksport
    Ltd.

    Registration
    Statement on Form S-1

    File
    No. 333-256142

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on July 28, 2021, in which we, as representative of the underwriters
of the offering, requested the acceleration of the effective date of the above-referenced Registration Statement for Wednesday, July
28, 2021, at 5:00 p.m. Eastern Time, in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting
that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the
effective date.

    Sincerely,

    Maxim
    Group LLC

    By:

    /s/
    Clifford A. Teller

    Name:
    Clifford
    A. Teller

    Title:
    Executive
    Managing Director &

    Head
    of Investment Banking

CORRESP
1
filename1.htm

    414-3120
    Rutherford Rd

    Vaughan,
    ON., Canada

    1
    (888) 554-8789

July
28, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Sergio Chinos, Staff Attorney

    Re:

    Worksport
    Ltd. (the “Company”)

    Registration
    Statement on Form S-1

    File
    No. 333-256142

Ladies
and Gentlemen,

Reference
is made to our letter, filed as correspondence via EDGAR on July 28, 2021, in which we requested the acceleration of the effective date
of the above-referenced Registration Statement for Wednesday, July 28, 2021, at 5:00 p.m. Eastern Time, in accordance with Rule 461 under
the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time,
and we hereby formally withdraw our request for acceleration of the effective date.

Please
contact the Company’s counsel, Philip Magri of Carmel, Milazzo & Feil LLP at 954-303-8027 or via email at pmagri@cmfllp.com
if there are questions regarding this matter.

    Very
    truly yours,

    WORKSPORT
    LTD.

    /s/
    Steven Rossi

    Steven
    Rossi

    President,
    Chief Executive Officer and

    Chairman
    of the Board of Directors

CORRESP
1
filename1.htm

Maxim
Group LLC

300
Park Avenue, 16th Floor

New
York, New York 10022

July
26, 2021

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Worksport
    Ltd.

    Registration
    Statement on Form S-1

    File
    No. 333-256142

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on July 22, 2021, in which we, as representative of the underwriters of the
offering, requested the acceleration of the effective date of the above-referenced Registration Statement for Monday, July 26, 2021,
at 5:00 p.m. Eastern Time, in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that
such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective
date.

    Sincerely,

    Maxim
    Group LLC

    By:

    /s/
    Clifford A. Teller

    Name:
    Clifford
    A. Teller

    Title:
    Executive
    Managing Director &

    Head
    of Investment Banking

CORRESP
1
filename1.htm

    414-3120
                                            Rutherford Rd

                                            Vaughan, ON., Canada

                                            1 (888) 554-8789

July
26, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Sergio Chinos, Staff Attorney

    Re:

    Worksport
    Ltd. (the “Company”)

    Registration
    Statement on Form S-1

    File
    No. 333-256142

Ladies
and Gentlemen,

Reference
is made to our letter, filed as correspondence via EDGAR on July 22, 2021, in which we requested the acceleration of the effective date
of the above-referenced Registration Statement for Monday, July 26, 2021, at 5:00 p.m. Eastern Time, in accordance with Rule 461 under
the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time,
and we hereby formally withdraw our request for acceleration of the effective date.

Please
contact the Company’s counsel, Philip Magri of Carmel, Milazzo & Feil LLP at 954-303-8027 or via email at pmagri@cmfllp.com if there are questions regarding this matter.

    Very
    truly yours,

    WORKSPORT
    LTD.

    /s/
    Steven Rossi

    Steven
    Rossi

    President,
    Chief Executive Officer and

    Chairman
    of the Board of Directors

CORRESP
1
filename1.htm

    414-3120 Rutherford Rd

                                                         Vaughan,
    ON., Canada

                                                         1
    (888) 554-8789

July
22, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Sergio Chinos, Staff Attorney-client

    Re:
    Worksport Ltd. (the “Company”)

    Registration Statement on Form S-1

    File No. 333-256142

Ladies
and Gentlemen,

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date
of the above-referenced Registration Statement be accelerated so that the same will become effective at 5:00 PM (EDT) on Monday, July
26, 2021, or as soon thereafter as is practicable.

Please
contact the Company’s counsel, Philip Magri of Carmel, Milazzo & Feil LLP at 954-303-8027 or via email at pmagri@cmfllp.com
to provide notice of effectiveness or if there are questions regarding this matter.

    Very
    truly yours,

    WORKSPORT
    LTD.

    /s/
    Steven Rossi

    Steven
    Rossi

    President,
    Chief Executive Officer and

    Chairman
    of the Board of Directors

CORRESP
1
filename1.htm

Maxim
Group LLC

405
Lexington Avenue, 2nd Floor

New
York, New York 10174

July
22, 2021

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Worksport
    Ltd.

    Registration
    Statement on Form S-1

    File
    No. 333-256142

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Maxim Group LLC, as representative of the
underwriters of the offering, hereby joins the request of Worksport Ltd. that the effective date of the above-referenced Registration
Statement on Form S-1 be declared effective at 5:00 p.m. (Washington, D.C. time) on Monday, July 26, 2021, or as soon as practicable thereafter.

In
connection with this acceleration request and pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed
to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the securities, as many
copies of the preliminary prospectus, as appears to be reasonable to secure adequate distribution
of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Sincerely,

    Maxim
    Group LLC

    By:

    /s/
    Clifford A. Teller

    Name:
    Clifford
    A. Teller

    Title:
    Executive
    Managing Director &

    Head
    of Investment Banking

United States securities and exchange commission logo
May 20, 2021
Steven Rossi
Chief Executive Officer
Worksport Ltd.
414-3120 Rutherford Rd.
Vaughan, Ontario, Canada L4K 0B1
Re:Worksport Ltd
Registration Statement on Form S-1
Filed May 14, 2021
File No. 333-256142
Dear Mr. Rossi:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sergio Chinos, Staff Attorney, at (202) 551-7844 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

    WORKSPORT
        LTD.

    414-3120

        Rutherford
        Road, Suite 414

        Vaughan,
Ontario, Canada L4K 0B2

November
5, 2020

Via
Edgar

United
State Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
DC 20549

    Attention:
    SiSi
    Cheng

    W.
    John Cash

    Edward
    M. Kelly

    Erin
    M. Purnell

    Re:

    Worksport,
    Ltd.

    Amendment
    No 4 to Offering Statement on Form 1-A

    Filed
    October 30, 2020

    File
    No. 24-11271

Dear Sir or Madam:

Worksport,
Ltd. (the “Registrant”) hereby requests acceleration of the qualification date of its Offering Statement on Form 1-A
(File No. 024-11271), as amended (the “Offering Statement”), so that it may be qualified at 4:00 p.m. Eastern Daylight
Time on November 9, 2020, or as soon as practicable thereafter.

The
Registrant hereby authorizes Matthew McMurdo, Esq. to orally modify or withdraw this request for acceleration.

The
Registrant hereby acknowledges that:

(i)
should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority,
qualify the Offering Statement, it does not foreclose the Commission from taking any action with respect to the Offering Statement;

(ii)
the action of the Commission or the staff, acting pursuant to delegated authority, in qualifying the Offering Statement, does
not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Offering Statement;
and

(iii)
the Registrant may not assert comments of the Commission or the staff and the qualification of the Offering Statement as a defense
in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We
request that we be notified of such qualification by a telephone call to Matthew McMurdo at (917) 318-2865. We also respectfully
request that a copy of the written order from the Commission verifying the effective time and date of such Registration Statement
be sent to Matthew McMurdo at matt@nannaronelaw.com.

    Very
    truly yours,

    /s/
    Steven Rossi

    Steven
    Rossi

CORRESP
1
filename1.htm

    WORKSPORT
        LTD.

    414-3120

        Rutherford
        Road, Suite 414

        Vaughan,
        Ontario, Canada L4K 0B2

October
30, 2020

Via
Edgar

United
State Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
DC 20549

    Attention:
    SiSi
    Cheng

    W.
    John Cash

    Edward
    M. Kelly

    Erin
    M. Purnell

    Re:

    Worksport,
    Ltd.

    Amendment
    No 2 to Offering Statement on Form 1-A

    Filed
    October 21, 2020

    File
    No. 24-11271

Dear
Sir or Madam:

Worksport,
Ltd. (the “Company”) is filing amendment number 4 (the “Amendment”) to the Offering Statement on Form
1-A/A (the “Offering Statement”) in response to your recent review letter addressed to Steven Rossi, President of
the Company, dated October 27, 2020 (the “SEC Letter”). This response letter, along with the amended Offering Statement,
addresses the concerns you have expressed. The following numbered responses correspond to the comment numbers in the SEC Letter.

Amendment
No. 3 to Offering Statement on Form 1-A filed October 21, 2020

Summary,
page 6

1.
It appears that your common shares outstanding after the offering includes the shares underlying the warrants. Please tell us
your basis for including these shares in the number of shares outstanding after the offering. In this regard, tell us whether
you have firm commitments or agreements from the shareholders of their intent to exercise their warrants. The same comment also
applies to your disclosure on page 22.

We
have revised the shares outstanding after the offering to only reflect the 40,000,000 additional shares of common stock,
as we have no commitments or agreements for the exercise of the warrants.

2.
You state that the offering will terminate two years from the initial qualification date rather than one year from the initial
qualification as is disclosed on the cover page of the offering circular and under “Plan of Distribution” on page
48. Please revise.

We
have revised it to one year.

The
Offering, page 22

3.
Please revise the price per unit line to indicate that the price is fifteen cents per share instead of ten cents per share.

The
Company has determined it is in its best interest to change the offering price back to ten cents per Unit throughout.

Dilution,
page 25

4.
We note your response to prior comment 2. Since it appears that you have not revised your net tangible book value and per share
amounts as of June 30, 2020, we reissue the comment.

We
have revised the calculation accordingly and have edited the disclosure in the Dilution Section.

Please
direct your correspondence regarding this matter to the undersigned.

    Very
    truly yours,

    /s/
    Steven Rossi

    Steven
    Rossi

United States securities and exchange commission logo
October 27, 2020
Steven Rossi
President, Secretary, and Director
Worksport, Ltd.
414-3120 Rutherford Road, Suite 414
Vaughan, Ontario, Canada L4K OB2
Re:Worksport, Ltd.
Amendment No. 3 to Offering Statement on Form 1-A
Filed October 21, 2020
File No. 24-11271
Dear Mr. Rossi:
            We have reviewed your amended offering statement and have the following
comments.  In some of our comments we may ask you to provide us information so that we may
better understand your disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe that our comments apply to your facts and
circumstances or do not believe that an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your offering statement and the information that you
provide in response to these comments, we may have additional comments.
Amendment No. 3 to Offering Statement on Form 1-A filed October 21, 2020
Summary, page 6
1.It appears that your common shares outstanding after the offering includes the shares
underlying the warrants.  Please tell us your basis for including these shares in the number
of shares outstanding after the offering.  In this regard, tell us whether you have firm
commitments or agreements from the shareholders of their intent to exercise their
warrants. The same comment also applies to your disclosure on page 22.
2.You state that the offering will terminate two years from the initial qualification date
rather than one year from the initial qualification as is disclosed on the cover page of the
offering circular and under "Plan of Distribution" on page 48.  Please revise.

 FirstName LastNameSteven Rossi
 Comapany NameWorksport, Ltd.
 October 27, 2020 Page 2
 FirstName LastName
Steven Rossi
Worksport, Ltd.
October 27, 2020
Page 2
The Offering, page 22
3.Please revise the price per unit line to indicate that the price is fifteen cents per share
instead of ten cents per share.
Dilution, page 25
4.We note your response to prior comment 2.  Since it appears that you have not revised
your net tangible book value and per share amounts as of June 30, 2020, we reissue the
comment.
            You may contact SiSi Cheng, Staff Accountant, at (202) 551-5004 or W. John Cash,
Accounting Branch Chief, at (202) 551-3768 if you have questions regarding comments on the
financial statements and related matters.  Please contact Edward M. Kelly, Senior Counsel, at
(202) 551-3728 or Erin M. Purnell, Senior Counsel, at (202) 551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Matthew C. McMurdo, Esq.

CORRESP
1
filename1.htm

    WORKSPORT
                                         LTD.

    414-3120

                                         Rutherford Road, Suite 414

        Vaughan,
        Ontario, Canada L4K 0B2

October
21, 2020

Via
Edgar

United
State Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
DC 20549

    Attention:
    SiSi
    Cheng

    W.
    John Cash

    Edward
    M. Kelly

    Erin
    M. Purnell

    Re:

    Worksport,
    Ltd.

    Amendment
    No 2 to Offering Statement on Form 1-A

    Filed
    September 29, 2020

    File
    No. 24-11271

Dear
Sir or Madam:

Worksport,
Ltd. (the “Company”) is filing amendment number 3 (the “Amendment”) to the Offering Statement on Form
1-A/A (the “Offering Statement”) in response to your recent review letter addressed to Steven Rossi, President of
the Company, dated October 13, 2020 (the “SEC Letter”). This response letter, along with the amended Offering Statement,
addresses the concerns you have expressed. The following numbered responses correspond to the comment numbers in the SEC Letter.

Amendment
No. 2 to Offering Statement on Form 1-A filed September 29, 2020

Cover
Page of Offering Circular, page 1

1.
Revised disclosure here and on page 48 under “Plan of Distribution” that the offering will terminate on the earlier
of (1) one year from the qualification date or (2) the date on which the maximum offering is sold is inconsistent with the statement
immediately following on the cover page of the offering circular and disclosure on page 6 that the offering may continue to be
offered and sold within two years from the initial qualification date. Please reconcile the disclosures.

We
have corrected page 6 to reflect that the offering may only continue for one year from the initial qualification date.

Dilution,
page 25

2.
We note your response to prior comment 5. Please revise your calculation of net tangible book value using total assets less total
liabilities, excluding intangible assets.

We
have revised the calculation accordingly and have edited the disclosure in the Dilution Section.

Please
direct your correspondence regarding this matter to the undersigned.

    Very
    truly yours,

    /s/
    Steven Rossi

    Steven
    Rossi

United States securities and exchange commission logo
October 13, 2020
Steven Rossi
President, Secretary, and Director
Worksport, Ltd.
414-3120 Rutherford Road, Suite 414
Vaughan, Ontario, Canada L4K OB2
Re:Worksport, Ltd.
Amendment No. 2 to Offering Statement on Form 1-A
Filed September 29, 2020
File No. 24-11271
Dear Mr. Rossi:
            We have reviewed your amended offering statement and have the following
comments.  In our comments we may ask you to provide us information so that we may better
understand your disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe that our comments apply to your facts and
circumstances or do not believe that an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your offering statement and the information that you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Offering Statement on Form 1-A filed September 29, 2020
Cover Page of Offering Circular, page 1
1.Revised disclosure here and on page 48 under "Plan of Distribution" that the offering will
terminate on the earlier of (1) one year from the qualification date or (2) the date on which
the maximum offering is sold is inconsistent with the statement immediately following on
the cover page of the offering circular and disclosure on page 6 that the offering may
continue to be offered and sold within two years from the initial qualification date.  Please
reconcile the disclosures.
Dilution, page 25
2.We note your response to prior comment 5.  Please revise your calculation of net tangible
book value using total assets less total liabilities, excluding intangible assets.

 FirstName LastNameSteven Rossi
 Comapany NameWorksport, Ltd.
 October 13, 2020 Page 2
 FirstName LastName
Steven Rossi
Worksport, Ltd.
October 13, 2020
Page 2
            You may contact SiSi Cheng, Staff Accountant, at (202) 551-5004 or W. John Cash,
Accounting Branch Chief, at (202) 551-3768 if you have questions regarding comments on the
financial statements and related matters.  Please contact Edward M. Kelly, Senior Counsel, at
(202) 551-3728 or Erin M. Purnell, Senior Counsel, at (202) 551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Matthew C. McMurdo, Esq.

CORRESP
1
filename1.htm

    WORKSPORT
        LTD.

    414-3120

        Rutherford
        Road, Suite 414

        Vaughan,
        Ontario, Canada L4K 0B2

September
29, 2020

Via
Edgar

United
State Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
DC 20549

    Attention:

    SiSi
    Cheng

    W.
    John Cash

    Edward
    M. Kelly

    Erin
    M. Purnell

    Re:
    Worksport,
    Ltd.

    Amendment
    No 1. to

    Offering
    Statement on Form 1-A

    Filed
    September 10, 2020

    File
    No. 24-11271

Dear
Sir or Madam:

Worksport,
Ltd. (the “Company”) is filing amendment number 2 (the “Amendment”) to the Offering Statement on Form
1-A/A (the “Offering Statement”) in response to your recent review letter addressed to Steven Rossi, President of
the Company, dated September 22, 2020 (the “SEC Letter”). This response letter, along with the amended Offering Statement,
addresses the concerns you have expressed. The following numbered responses correspond to the comment numbers in the SEC Letter.

Amendment
No. 1 to Offering Statement on Form 1-A filed September 10, 2020

Cover
Page of Offering Circular, page 1

1.
Disclosure that the offering will terminate on the earlier of (i) September 10, 2021, subject to an extension of up to 180
days or (ii) the date on which the maximum offering is sold is inconsistent with other disclosure here and under “The Offering”
on page 6 and “Plan of Distribution” on page 48 that the offering will begin within two calendar days after the qualification
date and terminate two years from the initial qualification date and also is inconsistent with the disclosure under “Plan
of Distribution” on page 48 that the offering will terminate on the earlier of (i) September 10, 2021, subject to an extension
of up to 180 days, (ii) the date on which the maximum offering is sold, or (iii) when the board of directors elects. Please reconcile
the disclosures. Additionally, if the offering is to last more than one year, ensure that the disclosure in Item 4 of Part I of
the Form 1-A so reflects. See Rule 251(d)(3)(i)(F) of Regulation A.

We
have amended the Offering Statement throughout so that it consistently states that the offering will terminate on the earlier
of (i) one year from the qualification date and (ii) the date on which the maximum offering is sold.

Manufacturing
in China, page 13

2.
Revised disclosure that you are not reliant solely on Chinese manufacturers because you have your own molds and patents appears
inconsistent with disclosure on page 14 that you do not own your own tools and molds and instead have ownership and control over
the schematics and blueprints. Additionally, we note other disclosure on page 13 that your products are manufactured in China
according to your specifications and design, using your schematics and blueprints. Please reconcile the disclosures, and clearly
describe your arrangements with third party manufacturers in China.

We
have revised the disclosure throughout the Offering Statement to clarify our reliance on China and our molds and patents, and
as they relate to each other.

The
sale of tonneau cover...has been hampered by COVID-19

The
pick-up truck industry take longer to recover from the COVID-19 pandemic, page 19

3.
Quantify the effects of COVID-19 in the first and second quarters of 2020 on your results of operations. Additionally, as requested
in prior comment 16, address specifically any other material impacts that COVID-19 has had on may have on your business. See CF
Disclosure Guidance: Topic No. 9 and CF Disclosure Guidance: Topic 9A which are available on the Commission’s website.

We
have quantified the effects of COVID-19 on our results of operations and have included all material impacts of COVID-19 on our
business.

The
Offering, page 22

4.
We note that you have increased the number of securities to be offered. It appears that you have not updated the new totals in
certain places throughout the filing. For example, you disclose under “Maximum Offering” that total gross proceeds
for the sale of 40 million units at $0.10 per unit is up to $9 million and under “Use of Proceeds” that net proceeds
are $9 million. Please revise each section of your offering statement to reflect the current amount of securities to be offered.

We
have updated the amount of the offering throughout the Amendment.

Dilution,
page 25

5.
Please tell us how the calculation of net tangible book value of $(1,284,109) reconciles to the line items and amounts shown on
the face of your June 30, 2020 balance sheets.

We
calculated net tangible book value in the following manner:

    Cash
    $ 21,111

    Inventory
    $ 53,020

    Investment
    $ 24,423

    PPE
    $ 93,103

    ROU
    $ 49,585

    Less Total Liabilities
    $ (1,525,351 )

    Net tangible book value as of June 30, 2020
    $ (1,284,109 )

Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 27

6.
As requested in prior comment 22, provide prominent disclosure of your financial difficulties and your plans to overcome those
difficulties, including a discussion of your ability or inability to produce sufficient cash to support operations during the
next 12 months. Additionally, elaborate on your plan of operations for the next 12 months, including steps or milestones for achieving
each individual component, the known or estimated costs of each individual component, and the material risks associated with each
individual component.

We
have added substantial disclosure regarding our financial difficulties and our plans to address and overcome such. We have expanded
our plan of operations appropriately.

Our
Business, page 32

7.
As requested in prior comment 14, discuss your dependence on major customers during each of the periods presented in the financial
statements.

We
have included disclosure regarding our material dependence on our major customers.

Committees
of the Board of Directors, page 41

8.
Indicate here that Mr. Steven Rossi is a member of the audit committee and that he is not an independent director.

We
have added such disclosure to the Amendment.

Change
in Internal Control over Financial Reporting, page 42

9.
Please revise to describe any change in internal control over financial reporting that occurred during the last fiscal quarter
instead of the last fiscal year that has materially affected or is reasonably likely to materially affect your internal control
over financial reporting. Your discussion should include but not be limited to the errors identified during the quarter that resulted
in revision of prior period financial statements. Alternatively, remove the disclosure controls and procedures and internal controls
over financial reporting sections from your filing as they are not required in the Form 1-A.

We
have removed the disclosure controls and procedures and internal controls over financial reporting sections, as they are not applicable.

Please
direct your correspondence regarding this matter to the undersigned.

    Very
    truly yours,

    /s/
    Steven Rossi

    Steven
    Rossi

United States securities and exchange commission logo
September 22, 2020
Steven Rossi
President, Secretary, and Director
Worksport, Ltd.
414-3120 Rutherford Road, Suite 414
Vaughan, Ontario, Canada L4K OB2
Re:Worksport, Ltd.
Amendment No. 1 to
Offering Statement on Form 1-A
Filed September 10, 2020
File No. 24-11271
Dear Mr. Rossi:
            We have reviewed your amended offering statement and have the following
comments.  In some of our comments we may ask you to provide us information so that we may
better understand your disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe that our comments apply to your facts and
circumstances or do not believe that an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your offering statement and the information that you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Offering Statement on Form 1-A filed September 10, 2020
Cover Page of Offering Circular, page 1
1.Disclosure that the offering will terminate on the earlier of (i) September 10, 2021, subject
to an extension of up to 180 days or (ii) the date on which the maximum offering is sold is
inconsistent with other disclosure here and under "The Offering" on page 6 and "Plan of
Distribution" on page 48 that the offering will begin within two calendar days after the
qualification date and terminate two years from the initial qualification date and also is
inconsistent with the disclosure under "Plan of Distribution" on page 48 that the offering
will terminate on the earlier of (i) September 10, 2021, subject to an extension of up to
180 days, (ii) the date on which the maximum offering is sold, or (iii) when the board of
directors elects.  Please reconcile the disclosures.  Additionally, if the offering is to last

 FirstName LastNameSteven Rossi
 Comapany NameWorksport, Ltd.
 September 22, 2020 Page 2
 FirstName LastNameSteven Rossi
Worksport, Ltd.
September 22, 2020
Page 2
more than one year, ensure that the disclosure in Item 4 of Part I of the Form 1-A so
reflects.  See Rule 251(d)(3)(i)(F) of Regulation A.
Manufacturing in China, page 13
2.Revised disclosure that you are not reliant solely on Chinese manufacturers because you
have your own molds and patents appears inconsistent with disclosure on page 14 that you
do not own your own tools and molds and instead have ownership and control over the
schematics and blueprints.  Additionally, we note other disclosure on page 13 that your
products are manufactured in China according to your specifications and design, using
your schematics and blueprints.  Please reconcile the disclosures, and clearly describe
your arrangements with third party manufacturers in China.
The sale of tonneau cover...has been hampered by COVID-19
The pick-up truck industry take longer to recover from the COVID-19 pandemic, page 19
3.Quantify the effects of COVID-19 in the first and second quarters of 2020 on your results
of operations.  Additionally, as requested in prior comment 16, address specifically any
other material impacts that COVID-19 has had on may have on your business.  See CF
Disclosure Guidance:  Topic No. 9 and CF Disclosure Guidance:  Topic 9A which are
available on the Commission's website.
The Offering, page 22
4.We note that you have increased the number of securities to be offered.  It appears that
you have not updated the new totals in certain places throughout the filing.  For example,
you disclose under "Maximum Offering" that total gross proceeds for the sale of 40
million units at $0.10 per unit is up to $9 million and under "Use of Proceeds" that
net proceeds are $9 million.  Please revise each section of your offering statement to
reflect the current amount of securities to be offered.
Dilution, page 25
5.Please tell us how the calculation of net tangible book value of $(1,284,109) reconciles to
the line items and amounts shown on the face of your June 30, 2020 balance sheets.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
27
6.As requested in prior comment 22, provide prominent disclosure of your financial
difficulties and your plans to overcome those difficulties, including a discussion of your
ability or inability to produce sufficient cash to support operations during the next 12
months.  Additionally, elaborate on your plan of operations for the next 12 months,
including steps or milestones for achieving each individual component, the known or
estimated costs of each individual component, and the material risks associated with each
individual component.

 FirstName LastNameSteven Rossi
 Comapany NameWorksport, Ltd.
 September 22, 2020 Page 3
 FirstName LastName
Steven Rossi
Worksport, Ltd.
September 22, 2020
Page 3
Our Business, page 32
7.As requested in prior comment 14, discuss your dependence on major customers during
each of the periods presented in the financial statements.
Committees of the Board of Directors, page 41
8.Indicate here that Mr. Steven Rossi is a member of the audit committee and that he is not
an independent director.
Change in Internal Control over Financial Reporting, page 42
9.Please revise to describe any change in internal control over financial reporting that
occurred during the last fiscal quarter instead of the last fiscal year that has materially
affected or is reasonably likely to materially affect your internal control over financial
reporting.  Your discussion should include but not be limited to the errors identified
during the quarter that resulted in revision of prior period financial statements.
Alternatively, remove the disclosure controls and procedures and internal controls over
financial reporting sections from your filing as they are not required in the Form 1-A.
            You may contact SiSi Cheng, Staff Accountant, at (202) 551-5004 or W. John Cash,
Accounting Branch Chief, at (202) 551-3768 if you have questions regarding comments on the
financial statements and related matters.  Please contact Edward M. Kelly, Senior Counsel, at
(202) 551-3728 or Erin M. Purnell, Senior Counsel, at (202) 551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Matthew C. McMurdo, Esq.

CORRESP
1
filename1.htm

    WORKSPORT
                                         LTD.

    414-3120

                                                                                        Rutherford
                                         Road, Suite 414

        Vaughan,
        Ontario, Canada L4K 0B2

September
10, 2020

Via
Edgar

United
State Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
DC 20549

    Attention:
    SiSi
    Cheng

    W.
    John Cash

    Edward
    M. Kelly

    Erin
    M. Purnell

    Re:

    Worksport,
    Ltd.

    Offering
    Statement on Form 1-A

    Filed
    July 15, 2020

    File
    No. 24-11271

Dear
Sir or Madam:

Worksport,
Ltd. (the “Company”) is filing amendment number 1 (the “Amendment”) to the Offering Statement on Form
1-A/A (the “Offering Statement”) in response to your recent review letter addressed to Steven Rossi, President of
the Company, dated August 11, 2020 (the “SEC Letter”). This response letter, along with the amended Offering Statement,
addresses the concerns you have expressed. The following numbered responses correspond to the comment numbers in the SEC Letter.

Offering
Statement on Form 1-A Filed July 15, 2020

General

1.
Remove from the offering statement’s facing page and the offering circular’s cover page these phrases:

●
“unless a subsequent amendment is filed indicating the intention to become qualified by operation of the terms of
Regulation A”; and

●
“until we file a further amendment which specifically states that this

Offering
circular shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 (the “Securities
Act”).”

We
have removed the above phrases.

2.
Disclosure in Item 1 of Part I of the Form 1-A that there are 43,907,003 shares of common stock outstanding is inconsistent with
disclosure in Item 4 of Part I of the Form 1-A that there are 47,037,772 shares of common stock outstanding. Please reconcile
the disclosures. Additionally, ensure that the disclosures in Part I of the Form 1-A are consistent with the disclosures in Part
II of the Form 1-A.

We
have updated the Offering Statement to reflect that there are currently 56,830,129 shares of common stock outstanding.

Cover
Page of Offering Circular, page 1

3.
Disclosure in footnote (3) that the total maximum offering amounts exclude aggregate price and future potential proceeds of $9,000,000
for warrant shares if all 30 million units are sold and all 30 million warrant shares are sold upon exercise of the warrants issued
in the offering is inconsistent with the disclosure of $9,000,000 in the table and elsewhere in the offering circular, including
the dilution section. Please reconcile the disclosures.

We
have corrected the footnote in the Amendment to include all of the future potential proceeds.

4.
Include the page number in the offering circular where the risk factors section appears as required by Item 1(h) of Part II of
Form 1-A.

We
have added a cross reference to the Risk Factors.

Cautionary
Statement Regarding Forward-Looking Statements, page 5

5.
Given that the company is engaged in the design and distribution of truck tonneau covers in the United States and Canada, the
relevance of the reference to the “highly competitive cannabis industry” in the second paragraph’s fourth bullet
point is unclear. Please revise or advise.

We
have removed any reference to the cannabis industry.

Principal
Business of the Company, page 6

6.
Disclosure that your business operations since your inception have been in the business of acquiring franchise, license, and distribution
rights in new and emerging growth companies is inconsistent with disclosure on the offering circular’s cover page and elsewhere
that you are engaged in the design and distribution of truck tonneau covers in the United States and Canada. Please reconcile
the disclosures.

We
have reconciled the disclosure in the Amendment to reflect our current principal business.

The
Offering, page 6

7.
You disclose on page 6 that the minimum investment is $200. You disclose, however, on the cover page of the offering circular
and elsewhere that the minimum investment is $500. Please reconcile the disclosures.

We
have clarified that the minimum investment is $500 in the Amendment.

8.
Conform the disclosure relating to the offering’s termination date to that on the offering circular’s cover page,
namely, the earlier of (i) July 15, 2022, subject to an extension of 180 days, or (ii) the date on which the maximum offering
is sold. Additionally, the disclosure in Item 4 of Part I of the Form 1-A that you do not intend the offering to last more than
one year is inconsistent with the disclosure in the offering circular. Please revise.

We
have revised the termination date to 2021, as July 2020 was incorrect. The Company intends that the offering lasts less than a
year, but would like the option to extend it.

Future
Products, page 8

9.
Disclose the known or estimated schedule for introducing to market each of your identified future products.

We
have added a schedule of introduction to market.

Our
Products, page 8

10.
Clarify when Worksport SC4 and Worksport TC3 were introduced to market.

We
have added the dates of introduction to the Amendment.

Manufacturing
in China, page 13

11.
Disclosure indicates that you have two exclusive manufacturing agreements with third parties in China. Advise what consideration
you have given to filing the agreements as exhibits.

We
no longer operate using the exclusive manufacturing agreements. We have our own molds and patents. Therefore, we have removed
the references to the manufacturing agreements.

Risk
Factors, page 15

12.
Remove the reference to private placement memorandum in the first paragraph as this is an offering statement on Form 1-A.

We
have removed the reference to a private placement memorandum.

13.
Include risk factor disclosure of your auditor’s going concern opinion, including its effects on (i) your ability or inability
to obtain additional financing and (ii) investors in this offering.

We
have added a risk factor related to our auditor’s going concern opinion into the Amendment.

14.
Given disclosure in the financial statements’ Note 12 on page F-10 and Note 11 on page F-24 on your concentration of customer
risk, advise what consideration you have given to risk factor disclosure of your concentration of customer risk. Additionally,
expand the disclosure in the business section to discuss your dependence on major customers during each of the periods presented
in the financial statements.

We
have added a customer concentration risk factor to the Amendment.

We
rely on third parties for our production..., page 15

15.
Disclosure indicates that you purchase all of the inventory for your products from one supplier source in Asia. Indicate whether
you have a supply agreement with that source, and, if so, advise what consideration you have given to filing the agreement as
an exhibit.

We
have no written supply agreements.

16.
Revise the disclosure to specifically address any material impacts that the COVID-19 has had or may have on your business. For
guidance you may wish to refer to CF Disclosure Guidance: Topic No. 9 and CF Disclosure Guidance: Topic No. 9A which are available
on the Commission’s website.

We
have revised the disclosure to specifically address the material impacts of COVID-19 on the Company.

We
have a large number of authorized but unissued shares..., page 20

17.
Specify the number of authorized but unissued shares of common stock that you have as of the date of the offering statement.

We
have added the exact number of authorized but unissued shares of common stock as of the date of the Amendment.

The
Offering, page 22

18.
Disclosure here and on page 44 that there are 1,000 shares of Series A preferred stock outstanding is inconsistent with disclosure
in Item 1 of Part I of the Form 1-A that there are 1,000 Series A and B shares of preferred stock outstanding. Please reconcile
the disclosures.

We
have edited the disclosure throughout the Amendment to reflect that there are 0 Series B shares outstanding.

Use
of Proceeds, page 23

19.
Remove the first sentence as there is no selling shareholder included in the offering statement. Additionally, revise the table
of contents to reflect that fact.

We
have removed all references to a selling shareholder.

Dilution,
page 24

20.
Please update your dilution table to be based on the most recent balance sheet date available instead of as of December 31, 2019.
In addition, the net tangible book value should not include the potential proceeds from the exercise of the warrants. Explain
why you believe that it is proper to include these proceeds in the dilution table rather than in a footnote since exercise of
these warrants is not certain to occur. If included in the table, consider disclosing the dilution with and without the exercise
of the warrants in a separate line item.

We
have updated the dilution table and removed the proceeds and the issuance related to any potential exercise of warrants.

21.
We refer to the table on page 26. Please change the column header from “Units Purchased and Exercised” to “Shares
Purchased” as this table should not include any warrant shares. Please also populate data under “Total Consideration”
for existing shareholders of common stock, and add an “Average Price Per Share” column.

We
have changed the heading, populated the Total Consideration column and added an “Average Price Per Share” column to
the table.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 27

22.
Given your auditor’s going concern opinion and the uncertainty of your continued existence, provide prominent disclosure
of your financial difficulties and your plans to overcome those difficulties, including a discussion of your ability or inability
to produce sufficient cash to support operations during the next 12 months. Additionally, elaborate on your plan of operations
for the next 12 months, including steps or milestones for achieving each individual component, the known or estimated costs of
each individual component, and the material risks associated with each individual component.

We
have added prominent disclosure of the Company’s financial difficulties and the plans top address such. We have also added
disclosure regarding our plan of operations over the next 12 months.

Committees
of the Board of Directors, page 39

23.
Identify any other members of the audit committee. Additionally, clarify whether there are other committees of the board of directors,
and, if so, disclose the names of those committees and their members.

We
have indicated all members of the audit committee, and clarified that the Company has no other committees at present.

Directors,
Executive Officers, and Corporate Governance, page 39

24.
For each of the directors and executive officers, provide the information specified in the tabular format required by Item 10(a)
of Part II of Form 1-A.

We
have added all of the director and officer information in tabular form with the required information in the Amendment.

Warrants,
page 46

25.
Disclosure that each unit in this offering consists of one share of common stock and one half of one warrant is inconsistent with
disclosure on the offering circular’s cover page and elsewhere that each unit in this offering consists of one share of
common stock and one common share purchase warrant. Please reconcile the disclosures.

We
have reconciled the disclosure to reflect that each unit has one common share purchase warrant.

Plan
of Distribution, page 47

26.
Disclose the exemption from broker-dealer registration upon which your directors, officers, and employees are relying to conduct
the offering on your behalf. Additionally, describe briefly the facts relied upon to make the exemption available.

We
have added the exemption and the related facts for the exemption from broker-dealer registration of our officers and directors.

Where
You Can Find More Information, page 48

27.
We note the “not necessarily complete language.” Clarify that statements in the offering circular include the material
provisions of any contract or other document filed as an exhibit.

We
have clarified that statements in the offering circular include the material provisions of all exhibits.

Exhibit
1A-12A

Legality
Opinion, page 1

28.
The opinion must address the legality of each component of the unit being offered, that is, the unit itself, the common stock,
and the common stock purchase warrant, and must opine that the warrants are a binding obligation of the company under the law
of the jurisdiction governing the warrant agreement. For guidance you may wish to refer to Sections II.B.1.f. and II.B.1.h. of
Staff Legal Bulletin No. 19 (CF) available on the Commission’s website.

The
opinion has been updated to address the legality of each component of the units and the binding nature of the warrants.

Please
direct your correspondence regarding this matter to the undersigned.

    Very
    truly yours,

    /s/
    Steven Rossi

    Steven
    Rossi

United States securities and exchange commission logo
August 11, 2020
Steven Rossi
President, Secretary, and Director
Worksport, Ltd.
414-3120 Rutherford Road, Suite 414
Vaughan, Ontario, Canada L4K OB2
Re:Worksport, Ltd.
Offering Statement on Form 1-A
Filed July 15, 2020
File No. 24-11271
Dear Mr. Rossi:
            We have reviewed your offering statement and have the following comments.  In some of
our comments we may ask you to provide us information so that we may better understand your
disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe that our comments apply to your facts and
circumstances or do not believe that an amendment is appropriate, please tell us why in your
response.  After reviewing any amendment to your offering statement and the information that
you provide in response to these comments, we may have additional comments.
Offering Statement on Form 1-A Filed July 15, 2020
General
1.Remove from the offering statement's facing page and the offering circular's cover page
these phrases:
•"unless a subsequent amendment is filed indicating the intention to become qualified
by operation of the terms of Regulation A"; and
•"until we file a further amendment which specifically states that this Offering circular
shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 (the "Securities Act")."

 FirstName LastNameSteven Rossi
 Comapany NameWorksport, Ltd.
 August 11, 2020 Page 2
 FirstName LastName
Steven Rossi
Worksport, Ltd.
August 11, 2020
Page 2
2.Disclosure in Item 1 of Part I of the Form 1-A that there are 43,907,003 shares of common
stock outstanding is inconsistent with disclosure in Item 4 of Part I of the Form 1-A that
there are 47,037,772 shares of common stock outstanding.  Please reconcile the
disclosures.  Additionally, ensure that the disclosures in Part I of the Form 1-A are
consistent with the disclosures in Part II of the Form 1-A.
Cover Page of Offering Circular, page 1
3.Disclosure in footnote (3) that the total maximum offering amounts exclude aggregate
price and future potential proceeds of $9,000,000 for warrant shares if all 30 million units
are sold and all 30 million warrant shares are sold upon exercise of the warrants issued in
the offering is inconsistent with the disclosure of $9,000,000 in the table and elsewhere in
the offering circular, including the dilution section.  Please reconcile the disclosures.
4.Include the page number in the offering circular where the risk factors section appears as
required by Item 1(h) of Part II of Form 1-A.
Cautionary Statement Regarding Forward-Looking Statements, page 5
5.Given that the company is engaged in the design and distribution of truck tonneau covers
in the United States and Canada, the relevance of the reference to the "highly competitive
cannabis industry" in the second paragraph's fourth bullet point is unclear.  Please revise
or advise.
Principal Business of the Company, page 6
6.Disclosure that your business operations since your inception have been in the business of
acquiring franchise, license, and distribution rights in new and emerging growth
companies is inconsistent with disclosure on the offering circular's cover page and
elsewhere that you are engaged in the design and distribution of truck tonneau covers in
the United States and Canada.  Please reconcile the disclosures.
The Offering, page 6
7.You disclose on page 6 that the minimum investment is $200.  You disclose, however, on
the cover page of the offering circular and elsewhere that the minimum investment is
$500.  Please reconcile the disclosures.
8.Conform the disclosure relating to the offering's termination date to that on the offering
circular's cover page, namely, the earlier of (i) July 15, 2022, subject to an extension of
180 days, or (ii) the date on which the maximum offering is sold.  Additionally, the
disclosure in Item 4 of Part I of the Form 1-A that you do not intend the offering to last
more than one year is inconsistent with the disclosure in the offering circular.  Please
revise.

 FirstName LastNameSteven Rossi
 Comapany NameWorksport, Ltd.
 August 11, 2020 Page 3
 FirstName LastName
Steven Rossi
Worksport, Ltd.
August 11, 2020
Page 3
Future Products, page 8
9.Disclose the known or estimated schedule for introducing to market each of your
identified future products.
Our Products, page 8
10.Clarify when Worksport SC4 and Worksport TC3 were introduced to market.
Manufacturing in China, page 13
11.Disclosure indicates that you have two exclusive manufacturing agreements with third
parties in China.  Advise what consideration you have given to filing the agreements as
exhibits.
Risk Factors, page 15
12.Remove the reference to private placement memorandum in the first paragraph as this is
an offering statement on Form 1-A.
13.Include risk factor disclosure of your auditor's going concern opinion, including its effects
on (i) your ability or inability to obtain additional financing and (ii) investors in this
offering.
14.Given disclosure in the financial statements' Note 12 on page F-10 and Note 11 on page F-
24 on your concentration of customer risk, advise what consideration you have given to
risk factor disclosure of your concentration of customer risk.  Additionally, expand the
disclosure in the business section to discuss your dependence on major customers during
each of the periods presented in the financial statements.
We rely on third parties for our production..., page 15
15.Disclosure indicates that you purchase all of the inventory for your products from one
supplier source in Asia.  Indicate whether you have a supply agreement with that source,
and, if so, advise what consideration you have given to filing the agreement as an exhibit.
The sale of tonneau cover...has been hampered by COVID-19
The pick-up truck industry may take longer to recover from the COVID-19 panemic, page 19
16.Revise the disclosure to specifically address any material impacts that the COVID-19 has
had or may have on your business.  For guidance you may wish to refer to CF Disclosure
Guidance: Topic No. 9 and CF Disclosure Guidance: Topic No. 9A which are available on
the Commission's website.
We have a large number of authorized but unissued shares..., page 20
17.Specify the number of authorized but unissued shares of common stock that you have as
of the date of the offering statement.

 FirstName LastNameSteven Rossi
 Comapany NameWorksport, Ltd.
 August 11, 2020 Page 4
 FirstName LastName
Steven Rossi
Worksport, Ltd.
August 11, 2020
Page 4
The Offering, page 22
18.Disclosure here and on page 44 that there are 1,000 shares of Series A preferred stock
outstanding is inconsistent with disclosure in Item 1 of Part I of the Form 1-A that there
are 1,000 Series A and B shares of preferred stock outstanding.  Please reconcile the
disclosures.
Use of Proceeds, page 23
19.Remove the first sentence as there is no selling shareholder included in the offering
statement.  Additionally, revise the table of contents to reflect that fact.
Dilution, page 24
20.Please update your dilution table to be based on the most recent balance sheet date
available instead of as of December 31, 2019.  In addition, the net tangible book value
should not include the potential proceeds from the exercise of the warrants.  Explain why
you believe that it is proper to include these proceeds in the dilution table rather than in a
footnote since exercise of these warrants is not certain to occur.  If included in the table,
consider disclosing the dilution with and without the exercise of the warrants in a separate
line item.
21.We refer to the table on page 26.  Please change the column header from “Units Purchased
and Exercised” to “Shares Purchased” as this table should not include any warrant shares.
Please also populate data under “Total Consideration” for existing shareholders of
common stock, and add an “Average Price Per Share” column.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
27
22.Given your auditor's going concern opinion and the uncertainty of your continued
existence, provide prominent disclosure of your financial difficulties and your plans to
overcome those difficulties, including a discussion of your ability or inability to produce
sufficient cash to support operations during the next 12 months.  Additionally, elaborate
on your plan of operations for the next 12 months, including steps or milestones for
achieving each individual component, the known or estimated costs of each individual
component, and the material risks associated with each individual component.
Committees of the Board of Directors, page 39
23.Identify any other members of the audit committee.  Additionally, clarify whether there
are other committees of the board of directors, and, if so, disclose the names of those
committees and their members.

 FirstName LastNameSteven Rossi
 Comapany NameWorksport, Ltd.
 August 11, 2020 Page 5
 FirstName LastName
Steven Rossi
Worksport, Ltd.
August 11, 2020
Page 5
Directors, Executive Officers, and Corporate Governance, page 39
24.For each of the directors and executive officers, provide the information specified in the
tabular format required by Item 10(a) of Part II of Form 1-A.
Warrants, page 46
25.Disclosure that each unit in this offering consists of one share of common stock and one-
half of one warrant is inconsistent with disclosure on the offering circular's cover page and
elsewhere that each unit in this offering consists of one share of common stock and one
common share purchase warrant.  Please reconcile the disclosures.
Plan of Distribution, page 47
26.Disclose the exemption from broker-dealer registration upon which your directors,
officers, and employees are relying to conduct the offering on your behalf.
Additionally, describe briefly the facts relied upon to make the exemption available.
Where You Can Find More Information, page 48
27.We note the "not necessarily complete language."  Clarify that statements in the offering
circular include the material provisions of any contract or other document filed as an
exhibit.
Exhibit 1A-12A
Legality Opinion, page 1
28.The opinion must address the legality of each component of the unit being offered, that is,
the unit itself, the common stock, and the common stock purchase warrant, and must
opine that the warrants are a binding obligation of the company under the law of the
jurisdiction governing the warrant agreement.  For guidance you may wish to refer to
Sections II.B.1.f. and II.B.1.h. of Staff Legal Bulletin No. 19 (CF) available on the
Commission's website.
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements before qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action, or absence of
action by the staff.  We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.

 FirstName LastNameSteven Rossi
 Comapany NameWorksport, Ltd.
 August 11, 2020 Page 6
 FirstName LastName
Steven Rossi
Worksport, Ltd.
August 11, 2020
Page 6
            You may contact SiSi Cheng, Staff Accountant, at (202) 551-5004 or W. John Cash,
Accounting Branch Chief, at (202) 551-3768 if you have questions regarding comments on the
financial statements and related matters.  Please contact Edward M. Kelly, Senior Counsel, at
(202) 551-3728 or Erin M. Purnell, Senior Counsel, at (202) 551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Matthew C. McMurdo, Esq.

Mail Stop 3561

January 19, 2017

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

Re: Franchise Holdings International, Inc.
 Item 4.02 Form 8 -K
  Filed January 17, 2017
  File No. 000-27631

Dear  Mr. Rossi :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and  adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.

Sincerely,

 /s/ Beverly A. Singleton

Beverly A. Singleton
Staff Accountant
Office of Transportation and Leisure

Mail Stop 3561

January 1 8, 2017

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

Re: Franchise Holdings International, Inc.
 Item 4.02 Form 8 -K
  Filed January 17, 2017
  File No. 000-27631

Dear  Mr. Rossi :

We have reviewed your filing and 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 five business days by providing the requested
information or advise us as soon as possible when you will re spond.  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.

Item 4.02 Non -Reliance on Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review

1. Please amend your filing in its en tirety to clarify if your board of directors, a committee
of the board of directors or the officer or officers authorized to take such action if boa rd
action is not required, concluded  on January 12, 2017 , that the financial statements in the
Filings (as that term is defined in your Item 4.02 Form 8 -K filing)  should no longer be
relied upon .  Also, disclose  whether the audit committee , or the board of directors in the
absence of an audit committee , or authorized officer or officers, discussed  the matters
disclosed in this filing with your independent accountants.  Refe rence is made to  Item
4.02(a)(3) of the Form 8-K.

Steven Rossi
Franchise Holdings International, Inc.
January 1 8, 2017
Page 2

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 You may contact me at (202) 551 -3328, if you have questions reg arding the above
matters.

Sincerely,

 /s/ Beverly A. Singleton

Beverly A. Singleton
Staff Accountant
Office of Tra nsportation and Leisure

CORRESP
1
filename1.htm

fnhi_corresp.htm

    FRANCHISE HOLDINGS

INTERNATIONAL, INC.

 3120 Rutherford Road

Suite 414

Vaughan, Ontario, Canada L4K 0B2

October 3, 2016

Via Edgar

United State Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, DC 20549

    Attention:  John Stickel

 Anne Nguyen Parker

 Re: Franchise Holdings International, Inc.

 Registration Statement on Form S-1/A Filed September 23, 2016

File No. 333-213467

Dear Mr. Dobbie:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Franchise Holdings International, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-213467), as amended (the “Registration Statement”), so that it may become effective at 10:00 a.m. Eastern Daylight Time on October 6, 2016, or as soon as practicable thereafter.

The Registrant hereby authorizes Matthew McMurdo, Esq. to orally modify or withdraw this request for acceleration.

The Registrant hereby acknowledges that:

(i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(iii) the Registrant may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We request that we be notified of such effectiveness by a telephone call to Matthew McMurdo at (917) 318-2865. We also respectfully request that a copy of the written order from the Commission verifying the effective time and date of such Registration Statement be sent to Matthew McMurdo at matt@nannaronelaw.com.

          Very Truly Yours,

 By: /s/ Steven Rossi

 Name:

 Steven Rossi

  Its: Chief Executive Officer

cc: Matthew McMurdo, Esq.

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.

August 3 , 2015

Steven Rossi
Chief Executive Officer
Franchise Holdings International, Inc .
8820 Jane Street
Vaughan, ON
Canada, L4K 2M9

Re: Franchise Holdings International, Inc .
  Registration Statement on Form S-1
Filed  July 21, 2015
  File No.  333-205767

Dear Mr. Rossi :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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 Act of 193 3 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.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission 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 t o delegated authority, 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 effect iveness as a
defense 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 acceler ation of the effective date of the registration statement as confirmation

Steven Rossi
Franchise Holdings International, Inc .
August 3 , 2015
Page 2

 of the fact that those requesting acceleration are aware of their 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 registered securities .

Please  contact John Stickel  at 202-551-3324  with any questions.

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief

CORRESP
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FRANCHISE HOLDINGS

INTERNATIONAL, INC.

8820 Jane Street

Vaughan, ON

Canada, L4K 2M9

August 3, 2015

Via Edgar

United State Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, DC 20549

Attention:
John Stickel

Justin Dobbie, Legal Branch Chief

Re:
Franchise Holdings International, Inc.

Registration Statement on Form S-1
Filed July 21, 2015
File No. 333-205767

Dear Mr. Dobbie:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Franchise Holdings International, Inc. (the "Registrant") hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-205767), as amended (the "Registration Statement"), so that it may become effective at 4:00 p.m. Eastern Daylight Time on August 5, 2015, or as soon as practicable thereafter.

The Registrant hereby authorizes Matthew McMurdo, Esq. to orally modify or withdraw this request for acceleration.

The Registrant hereby acknowledges that:

(i) should the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(iii) the Registrant may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We request that we be notified of such effectiveness by a telephone call to Matthew McMurdo at (917) 318-2865. We also respectfully request that a copy of the written order from the Commission verifying the effective time and date of such Registration Statement be sent to Matthew McMurdo at matt@nannaronelaw.com.

Very Truly Yours,

By:
/s/ Steven Rossi

Name:

Steven Rossi

Its:

Chief Executive Officer

cc: Matthew McMurdo, Esq.

April 29, 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 S tatement on Schedule 14C
Filed January 26, 2015
File No. 000 -27631

Dear Mr. Rossi :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We u rge 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 rules require.

Sincerely,

 /s/ Jennifer López for

 Mara L. Ransom
Assistant Director

Cc: Matthew McMurdo, Esq.

CORRESP
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MATTHEW MCMURDO, ESQ.

Attorney-At-Law

Matthew C. McMurdo | 917 318 2865 | matt@nannaronelaw.com

 16th Floor 28 West 44th Street

New York, NY 10036

April 15, 2015

Via Edgar

United State Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, DC 20549

Attention:  Michael Kennedy

Mara Ransom, Assistant Director

Re:

Franchise Holdings International, Inc.

Revised Preliminary Information Statement on Schedule 14C

Filed March 11, 2015

File No. 000-27631

Dear Ms. Ransom:

We are filing an Amendment to our Preliminary Information Statement on Form PRE 14C (the “Information Statement”) in response to your recent review letter addressed to Steven Rossi, Chief Executive Officer of Franchise Holdings International, Inc. (the “Company”), dated March 25, 2015 (the “SEC Letter”). This response letter, along with the amended Information Statement, addresses the concerns you expressed. The following numbered responses correspond to the comment numbers in the SEC Letter.

Incorporation by Reference, page 10

1. We note that you have incorporated by reference the information required by Item 13 of Schedule 14A. It appears that you intend to rely upon Item 13(b)(2) to incorporate the required information by reference. If so, please confirm that you will deliver the information incorporated by reference in the information statement to shareholders at the same time as you send them the information statement.

We are no longer incorporating by reference the information required by Item 13. We have included such information in the Information Statement.

1

2. We note your response to comment 1. However, it appears that you are ineligible to incorporate by reference the disclosure required by Item14(c) of Schedule 14A. Please revise your filing to include the required disclosure. Refer to Item 14(e) of Schedule 14A.

We have included the disclosure required by Item 14(c) of Schedule 14A in the Information Statement.

Please direct your correspondence regarding this matter to the undersigned.

cc: Steven Rossi, Chief Executive Officer

Franchise Holdings International, Inc.

2

March 25 , 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.
Revised Pr eliminary Information Statement on Schedule 14C
Filed March 11 , 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.

Incorporation by Reference, page 10

1. We note that you have incorporated by reference the information required by Item 1 3 of
Schedule 14A.  It appears that you intend to rely upon Item 13(b)(2) to incorporate the
required information by reference . If so,  please confirm that you will deliver the
information incorporated by reference in the information statement to shareholde rs at the
same time as you send them the information statement.

2. We note your response to comment 1.  However, it appears that you are ineligible to
incorporate by reference the disclosure required by Item14(c) of Schedule 14A.  Please
revise your filing to include the required disclosure. Refer to Item 14(e) of Schedule 14A.

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 A ct 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.

Steven Rossi
Franchise Holdings International, Inc.
March 25 , 2015
Page 2

 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 any other questions.

Sincerely,

 /s/ Jennif er López for

 Mara L. Ransom
Assistant Director

Cc: Matthew McMurdo, Esq.

CORRESP
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MATTHEW MCMURDO, ESQ.

Attorney-At-Law

Matthew C. McMurdo | 917 318 2865 | matt@nannaronelaw.com

 16th Floor

28 West 44th Street

New York, NY 10036

March 11, 2015

Via Edgar

United State Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, DC 20549

Attention:

Michael Kennedy

Mara Ransom, Assistant Director

Re:

Franchise Holdings International, Inc.

Form PRE 14C

Filed January 26, 2015

File No. 000-27631

Dear Ms. Ransom:

We are filing an Amendment to our Preliminary Information Statement on Form PRE 14C (the “Information Statement”) in response to your recent review letter addressed to Steven Rossi, Chief Executive Officer of Franchise Holdings International, Inc. (the “Company”), dated March 10, 2015 (the “SEC Letter”). This response letter, along with the amended Information Statement, addresses the concerns you expressed. The following numbered responses correspond to the comment numbers in the SEC Letter.

Additional Information, page 4

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 authorized 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.

We have revised the Information Statement to provide the disclosure required by Items 11, 13 and 14 of Schedule 14A.

1

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 have updated the beneficial ownership table to show that Truxmart Ltd. is not a beneficial owner of 2,300,000 shares of our common stock.

Please direct your correspondence regarding this matter to the undersigned.

very truly yours,

Matthew McMurdo, Esq.

cc:

Steven Rossi, Chief Executive Officer

Franchise Holdings International, Inc.

2

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.

CORRESP
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MATTHEW MCMURDO, ESQ.

Attorney-At-Law

Matthew C. McMurdo | 917 318 2865 | matt@nannaronelaw.com

 16th Floor
28 West 44th Street

New York, NY 10036

February 24, 2015

Via Edgar

United State Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, DC 20549

Attention:

Michael Kennedy

Mara Ransom, Assistant Director

Re:

Franchise Holdings International, Inc.

Form PRE 14C

Filed January 26, 2015

File No. 000-27631

Dear Ms. Ransom:

We are filing an Amendment to our Preliminary Information Statement on Form PRE 14C (the “Information Statement”) in response to your recent review letter addressed to Steven Rossi, Chief Executive Officer of Franchise Holdings International, Inc. (the “Company”), dated February 23, 2015 (the “SEC Letter”). This response letter, along with the amended Information Statement, addresses the concerns you expressed. The following numbered responses correspond to the comment numbers in the SEC Letter.

General

1. Please revise your disclosure to discuss the possible 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 other 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).

We have added disclosure to the Information Statement to discuss the lack of intention of the increase in shares being used as an anti-takeover mechanism, but the practical consequence thereof, based on Steven Rossi’s post-increase holdings. There are no anti-takeover mechanisms present in the Company’s governing documents and there are no plans or proposals to adopt other provisions or enter into other arrangement that may have anti-takeover consequences.

1

Additional Information, page 4

Voting Securities; Beneficial Ownership of the Company’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 transaction. In this regard, we note your disclosure on page 8 that “[i]n due course, Truxmart may be merged into the Company (or vice versa) and, thereafter, carry on the business activities of Truxmart.” If such plans or intentions exist, please provide the disclosure required by Schedule 14A, including Items 11, 13 and 14, as appropriate. Please refer to Note A to Schedule 14A.

We have revised the Information Statement to affirmatively disclose that the increase in authorized shares is necessary to complete the transaction whereby the Company acquired Truxmart Ltd. From Steven Rossi. There are no longer current plans or intentions of undertaking any additional merger, consolidation, acquisition or similar business transaction. Therefore, we have removed any disclosure in the Information Statement related to a future merger.

3. We note your disclosure that “additional common shares (aggregating _____) are expected to be issued to certain investors who prospectively 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.

We have added the number of shares we will be issuing to certain accredited investors who provided Mr. Rossi with financial support to purchase the controlling interest in the Company. We have included disclosure in the Information Statement discussing that these investors have entered into Share Issuance Agreements, pursuant to which the Company shall be issuing them an aggregate of 2,649,605 shares of the Company. We filed the Form D for the sales and are in the process of having the shares issued.

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 subsidiary.

We have revised the Information Statement to reconcile throughout that Truxmart Ltd. is the Company’s wholly-owned subsidiary.

2

Please see the requested written statement from the Company attached hereto on the following page.

Please direct your correspondence regarding this matter to the undersigned.

cc:

Steven Rossi, Chief Executive Officer

Franchise Holdings International, Inc.

3

FRANCHISE HOLDINGS INTERNATIONAL, INC.

1895 Clements Road, Pickering Ontario, CANADA M1P 4Y9

February 24, 2015

Re:

Franchise Holdings International, Inc.

Form PRE 14C

Filed January 26, 2015

File No. 000-27631

To Whom It May Concern:

I, Steven Rossi, Chief Executive Officer of Franchise International Holdings, Inc. (the “Company”), hereby acknowledge the following:

·

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.

Sincerely,

By:
/s/ Steven Rossi

Name:
Steven Rossi

Title:
Chief Executive Officer

4

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.

March 26, 2013

Via E-mail
A.J. Boisdrenghien
Chief Executive Officer and President
Franchise Holdings International, Inc.
5910 South University Boulevard, C -18, Unit 165
Littleton, CO 80121

Re: Franchise Holdings International, Inc.
 Form 10-K for Fiscal Year Ended September 30, 2012
Filed December 28, 2012
File No. 0 -27631

Dear Mr. Boisdrenghien :

We have completed our review of your filing .  We remind you that our comment s or
changes to disclo sure in response to our comment s do not foreclose the Commission from taking
any action with respect to the company or the filing and the compa ny may not assert staff
comment  as a defense in any proceeding initiated by the Commission o r any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act o f 1934 and all applicable rules require.

Sincerely,

 /s/ William H. Thompson

William Thompson
Accounting Branch Chief

CORRESP
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FRANCHISE HOLDINGS INTERNATIONAL, INC.

5910 South University Boulevard, C-18, Unit 165

Littleton, Colorado  80121

March 21, 2013

William H. Thompson

Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street

Washington, D.C.  20549

Re:           Form 10-K for Fiscal Year Ended September 30, 2012

Filed December 28, 2012

File No. 0-27631

Dear Mr. Thompson:

This letter will serve as a response and/or explanation with respect to the comments in your letter dated March 5, 2013 (the “Comment Letter”) regarding Franchise Holdings International, Inc. (the “Company”).  The entire text of the comments contained in your comment letter has been reproduced in this letter for ease of reference.  A response to each comment is set forth immediately below the text of the comment.

Item 9A.  Controls and Procedures, page 11

1.

Please revise to state your conclusion on your disclosure controls and procedures as of September 30, 2012.  Refer to Item 307 of Regulation S-K.

We have changed the date under Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures to be effective as of September 30, 2012.

Signatures, page 15

2.

Please note that the report should also be signed by your principal executive officer, principal financial officer and principal accounting officer on your behalf and in his capacities as principal executive officer, principal financial officer and principal accounting officer in the second signature block.  Please revise.  Refer to the signature section and General Instruction D(2) of Form 10-K.

The signature page has been revised to reflect this change.

On behalf of Franchise Holdings International, Inc. (the “Company”), the Company acknowledges that:

●

the Company is responsible for the adequacy and accuracy of the disclosures 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.

Very truly yours,

FRANCHISE HOLDINGS INTERNATIONAL, INC.

By:   /s/ A. J. Boisdrenghien

         A. J. Boisdrenghien, President

March 20, 2013

Via E-mail
A.J. Boisdrenghien
Chief Executive Officer and President
Franchise Holdings International, Inc.
5910 South University Boulevard, C -18, Unit 165
Littleton, CO 80121

Re: Franchise Holdings International, Inc.
 Form 10-K for Fiscal Year Ended September 30, 2012
Filed December 28, 2012
File No. 0 -27631

Dear Mr. Boisdrenghien :

 We issued comments to you on the abo ve captioned filing on March 5, 2013 .  As of the
date of this letter, these comments remain outstanding and unresolved.  We expect you to
provide a complete, substantive response to these comments by  April 3, 2013 .

 If you do not respond , we will, consistent with our obligations under the federal  securities
laws, decide how we will seek to resolve material outstanding comments and complete our
review of your filings and your disclosure.  Among other things, we may decide to release
publicly, through the agency’s EDGAR system, all correspondence, i ncluding this letter, relating
to the review of your filing, consistent with the staff’s decision to release publicly comment
letters and response letters relating to disclosure filings it has reviewed.  You can find more
information about the staff’s deci sion to release filing correspondence at
http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondence.htm ,
http://www.sec.gov/news/press/2004 -89.htm  and http://www.sec.gov/news/press/2005 -72.htm .

Please  contact Tony Watson, Accountant,  at (202) 551 -3318  or me at (202) 551 -3344  if
you have any questions.

Sincerely,

 William H. Thompson

William H. Thompson
Accounting Branch Chief

March 18 , 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 completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 a nd all applicable rules require.

Sincerely,

/s/ William H. Thompson

William H. Thompson
Accounting Branch Chief

CORRESP
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    fnhi_corresp.htm

Franchise Holdings International, Inc.

5910 South University Boulevard

C-18, Unit 165

Littleton, Colorado  80121

March 14, 2013

William H. Thompson

Accounting Branch Chief

U.S. Securities and Exchange Commission

Division of Corporation Finance

Washington, DC  2054

Re:          Franchise Holdings International, Inc.

Form 8-K

Filed March 11, 2013

File No. 0-27631

Dear Mr. Thompson:

On behalf of Franchise Holdings International, Inc. (the “Company”), please be advised that the Company acknowledges that:

●

the Company is responsible for the adequacy and accuracy of the disclosures in the subject Form 8-K 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.

FRANCHISE HOLDINGS INTERNATIONAL, INC.

By: s/ A. J. Boisdrenghien

      A. J. Boisdrenghien, President and Director

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

March 5 , 2013

A.J. Boisdrenghien
Chief Executive Officer  and President
Franchise Holdings International, Inc.
5910 South University Boulevard, C -18, Unit 165
Littleton, CO  80121

Re: Franchise Holdings International, Inc.
 Form 10-K for Fiscal Year Ended September 30, 2012
Filed December 28 , 2012
File No. 0-27631

Dear Mr. Boisdrenghien :

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

Please respond to this letter within ten 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 appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provid e in
response to these comment s, we may have  additional comments.

Item 9A. Controls and Procedures, page 11

1. Please revise to state your conclusion on your disclosure controls and procedures as of
September 30, 2012.  Refer to Item 307 of Regulation S -K.

Signatures, page 15

2. Please note that the report should also be signed by your principal executive officer, principal
financial officer and principal accounting officer on your behalf and in his capacities as
principal executive officer, p rincipal financial officer and principal accounting officer in the
second signature block.  Please revise.  Refer to the signature section and General Instruction
D(2) of Form 10 -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 include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are

A.J. Boisdrenghien
Franchise Holdings International, Inc.
March 5 , 201 3
Page 2

 in possession of all facts relating to a compan y’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 defe nse in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Tony Watson, Accountant,  at (202) 551 -3318  if you have questions
regarding our comments.  Please contact me at (202) 55 1-3344  with any other questions.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief

October 11, 2011
 Via E-mail

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.
  Item 4.01 Form 8-K   Filed September 27, 2011   File No. 0-27631

Dear Mr. Boisdrenghien:
 We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ William H. Thompson

William H. Thompson Accounting Branch Chief
 cc: Jon D. Sawyer
 Jin Schauer & Saad LLC

CORRESP
1
filename1.htm

    fhiicorr1062011.htm

Jin, Schauer & Saad

ATTORNEYS AT LAW

 Jon D. Sawyer

 Direct:  (720) 889-2218

 jsawyer@jinslaw.com

October 6, 2011

William H. Thompson

Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street

Washington, D.C.  20549

Re:          Franchise Holdings International, Inc.

Item 4.01 - Form 8-K

File No. 0-27631

Dear Mr. Thompson:

This letter will serve as a response and/or explanation with respect to the comments in your letter dated September 30, 2011 (the "Comment Letter") regarding Franchise Holdings International, Inc. (the "Company").  The entire text of the comments contained in your comment letter has been reproduced in this letter for ease of reference.  A response to each comment is set forth immediately below the text of the comment.

Item 4.01 - Form 8-K Filed September 27, 2011

1.           Please revise the second paragraph to disclose that Cordovano & Honeck LLP only audited your financial statements for the fiscal year ended September 30, 2010.

We have added a sentence in the second paragraph which states that Cordovano & Honeck LLP did not audit the fiscal year ended September 30, 2009 and we filed the Form 8-K/A on October 3, 2011.

2.           We note that your financial statements for the year ended September 30, 2009 were audited by Ronald R. Chadwick P.C.  Please tell us when you dismissed Ronald R. Chadwick P.C. and engaged Cordovano & Honeck LLP as your independent registered public accounting firm and why the change in accountants was not reported in Item 4.01 of Form 8-K.

As I indicated in our telephone conversation on September 30, 2011, our client was under the impression that his former attorney had filed the 8-K.  Ronald R. Chadwick P.C. was dismissed on June 15, 2010 and we are filing the Form 8-K dated June 15, 2010 to report this dismissal and the hiring of Cordovano & Honeck.

William R. Thompson

Accounting Branch Chief

October 6, 2011

Page Two

We are also attaching a letter from Franchise Holdings International, Inc. containing the statements you requested in your comment letter.

Thank you for your attention to this matter.  Please contact the undersigned if you have any questions or need any additional information.

                      Very truly you

                      JIN SCHAUER & SAAD LLC

                      /s/  Jon D. Sawyer

                      Jon D. Sawyer

FRANCHISE HOLDINGS INTERNATIONAL, INC.

5910 South University Boulevard, C-18, Unit 165

Littleton, Colorado  80121

October 6, 2011

William H. Thompson

Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street

Washington, D.C.  20549

Re:           Item 4.01 - Form 8-K

Filed September 27, 2011

File No. 0-27631

Dear Mr. Thompson:

On behalf of Franchise Holdings International, Inc. (the “Company”), the Company acknowledges that:

·

the Company is responsible for the adequacy and accuracy of the disclosures 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.

Very truly yours,

FRANCHISE HOLDINGS INTERNATIONAL, INC.

By:   /s/ A. J. Boisdrenghien

         A. J. Boisdrenghien, President

September 30, 2011
 Via E-mail

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.
  Item 4.01 Form 8-K   Filed September 27, 2011   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  information so we may better understand your
disclosure.
 Please respond to this letter within fi ve business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have additional comments.
 Item 4.01 Form 8-K Filed September 27, 2011

 1. Please revise the second paragraph to disclo se that Cordovano & Honeck LLP only audited
your financial statements for the fiscal year ended September 30, 2010.
 2. We note that your financial statements for th e year ended September 30, 2009 were audited
by Ronald R. Chadwick P.C.  Please tell us when you dismissed Ronald R. Chadwick P.C.
and engaged Cordovano & Honeck LLP as your independent registered  public accounting
firm and why the change in accountants wa s not reported in Item 4.01 of Form 8-K.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are

A.J. Boisdrenghien
Franchise Holdings International, Inc. September 30, 2011 Page 2

 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 provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 Ta Tanisha Meadows at ( 202) 551-3322 if you have questions.  In her
absence you may contact me at (202) 551-3344.
Sincerely,
   /s/ William H. Thompson
William H. Thompson Accounting Branch Chief