ITEM
1. FINANCIAL STATEMENTS
Franchise
Holdings International, Inc.
Condensed
Consolidated Balance Sheets
(Unaudited)
|
|
September
30, 2019
|
|
|
December
31, 2018
|
|
Assets
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
178,752
|
|
|
$
|
25,323
|
|
Accounts receivable
|
|
|
249,588
|
|
|
|
61,882
|
|
Inventory
|
|
|
198,478
|
|
|
|
289,516
|
|
Prepaid expenses and deposits
|
|
|
26,401
|
|
|
|
124,114
|
|
Total Current Assets
|
|
|
653,219
|
|
|
|
500,835
|
|
Investment
|
|
|
15,658
|
|
|
|
-
|
|
Property and Equipment, net
|
|
|
72,377
|
|
|
|
43,860
|
|
Right-of-use Asset, net
|
|
|
63,399
|
|
|
|
-
|
|
Intangible Assets, net
|
|
|
43,297
|
|
|
|
12,673
|
|
Total Assets
|
|
$
|
847,949
|
|
|
$
|
557,368
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders’ Deficit
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
913,335
|
|
|
$
|
401,766
|
|
Payroll taxes payable
|
|
|
12,705
|
|
|
|
82,365
|
|
Related party loan
|
|
|
-
|
|
|
|
9,372
|
|
Current portion of notes payable
|
|
|
277,425
|
|
|
|
287,425
|
|
Current lease liability
|
|
|
21,221
|
|
|
|
-
|
|
Total Current Liabilities
|
|
|
1,224,686
|
|
|
|
780,928
|
|
Long Term - Lease Liability
|
|
|
42,178
|
|
|
|
-
|
|
Total Liabilities
|
|
|
1,266,864
|
|
|
|
780,928
|
|
Shareholders’ Deficit
|
|
|
|
|
|
|
|
|
Series A Preferred Stock, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding, respectively,
|
|
|
-
|
|
|
|
10,000
|
|
Common stock, $0.0001 par value, 49,833,333 shares authorized, 38,506,721 and 24,634,052 shares issued and outstanding, respectively
|
|
|
3,850
|
|
|
|
2,463
|
|
Additional paid-in capital
|
|
|
8,230,982
|
|
|
|
8,103,934
|
|
Share subscriptions receivable
|
|
|
(1,577
|
)
|
|
|
(1,577
|
)
|
Share subscriptions payable
|
|
|
1,606,097
|
|
|
|
2,019,532
|
|
Accumulated deficit
|
|
|
(10,212,150
|
)
|
|
|
(10,354,299
|
)
|
Cumulative translation adjustment
|
|
|
(46,116
|
)
|
|
|
(3,613
|
)
|
Total Shareholders’ Deficit
|
|
|
(418,914
|
)
|
|
|
(223,560
|
)
|
Total Liabilities and Shareholders’ Deficit
|
|
$
|
847,949
|
|
|
$
|
557,368
|
|
The
accompanying notes form an integral part of these condensed consolidated financial statements.
Franchise
Holdings International, Inc.
Condensed
Consolidated Statements of Operations and Comprehensive Income (Loss)
For the Three and Nine Months Ended
September 30, 2019 and 2018
(Unaudited)
|
|
Three Months Ended
September 30,
|
|
|
Nine Months Ended
September 30,
|
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales
|
|
$
|
870,053
|
|
|
$
|
5,954
|
|
|
$
|
1,959,027
|
|
|
$
|
300,113
|
|
Cost of Goods Sold
|
|
|
668,516
|
|
|
|
54,270
|
|
|
|
1,473,150
|
|
|
|
305,273
|
|
Gross Profit
|
|
|
201,537
|
|
|
|
(48,316
|
)
|
|
|
485,877
|
|
|
|
(5,160
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
91,254
|
|
|
|
39,069
|
|
|
|
149,041
|
|
|
|
133,334
|
|
Sales and marketing
|
|
|
12,253
|
|
|
|
2,863
|
|
|
|
62,172
|
|
|
|
11,178
|
|
Professional fees
|
|
|
92,858
|
|
|
|
207,981
|
|
|
|
366,843
|
|
|
|
603,586
|
|
(Gain) loss on foreign exchange
|
|
|
(22,701
|
)
|
|
|
(3,939
|
)
|
|
|
(43,427
|
)
|
|
|
(2,763
|
)
|
Total operating expenses
|
|
|
173,664
|
|
|
|
245,974
|
|
|
|
534,629
|
|
|
|
745,335
|
|
Gain (Loss) from operations
|
|
|
27,873
|
|
|
|
(294,290
|
)
|
|
|
(48,752
|
)
|
|
|
(750,495
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income (Expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(8,281
|
)
|
|
|
(7,798
|
)
|
|
|
(59,877
|
)
|
|
|
(34,925
|
)
|
Finance charges
|
|
|
-
|
|
|
|
(7
|
)
|
|
|
-
|
|
|
|
(420
|
)
|
Gain (loss) on settlement of debt
|
|
|
250,778
|
|
|
|
-
|
|
|
|
250,778
|
|
|
|
(495,943
|
)
|
Total other income (expense)
|
|
|
242,497
|
|
|
|
(7,805
|
)
|
|
|
190,901
|
|
|
|
(531,288
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (Loss)
|
|
$
|
270,370
|
|
|
$
|
(302,095
|
)
|
|
$
|
142,149
|
|
|
$
|
(1,281,783
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
(22,492
|
)
|
|
|
(22,424
|
)
|
|
|
(42,504
|
)
|
|
|
(34,985
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Income (Loss)
|
|
$
|
247,878
|
|
|
$
|
(324,519
|
)
|
|
$
|
99,645
|
|
|
$
|
(1,316,768
|
)
|
Earnings (Loss) per Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.01
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.00
|
|
|
$
|
(0.06
|
)
|
Diluted
|
|
$
|
0.00
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.00
|
|
|
$
|
(0.06
|
)
|
Weighted Average Number of Shares (basic)
|
|
|
39,239,007
|
|
|
|
23,463,386
|
|
|
|
34,492,728
|
|
|
|
21,562,215
|
|
Weighted Average Number of Shares (diluted)
|
|
|
54,310,448
|
|
|
|
23,463,386
|
|
|
|
49,515,451
|
|
|
|
21,562,215
|
|
The
accompanying notes form an integral part of these condensed consolidated financial statements.
Franchise
Holdings International, Inc.
Condensed Consolidated
Statements of Cash Flows
For
the Nine Months Ended September 30, 2019 and 2018
(Unaudited)
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
|
2019
|
|
|
2018
|
|
Operating Activities
|
|
|
|
|
|
|
|
|
Net Income (loss)
|
|
$
|
142,149
|
|
|
$
|
(1,281,783
|
)
|
Adjustments to reconcile net loss to net cash from operating activities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
25,009
|
|
|
|
2,180
|
|
Loss (gain) on settlement of debt
|
|
|
(250,778
|
)
|
|
|
495,944
|
|
|
|
|
(83,620
|
)
|
|
|
(783,659
|
)
|
Changes in operating assets and liabilities
|
|
|
368,755
|
|
|
|
739,000
|
|
Net cash provided by (used in) operating activities
|
|
|
285,135
|
|
|
|
(44,659
|
)
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities
|
|
|
|
|
|
|
|
|
Purchase of investment
|
|
|
(15,658
|
)
|
|
|
-
|
|
Purchase of property and equipment
|
|
|
(84,149
|
)
|
|
|
-
|
|
Net cash used in investing activities
|
|
|
(99,807
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Financing Activities
|
|
|
|
|
|
|
|
|
Issuance of common stock for cash
|
|
|
30,000
|
|
|
|
175,000
|
|
Repayment of notes payable
|
|
|
(10,000
|
)
|
|
|
-
|
|
Repayment of shareholder loans
|
|
|
(9,395
|
)
|
|
|
-
|
|
Net cash provided by financing activities
|
|
|
10,605
|
|
|
|
175,000
|
|
|
|
|
|
|
|
|
|
|
Effects of exchange rate changes on cash
|
|
|
(42,504
|
)
|
|
|
(38,410
|
)
|
|
|
|
|
|
|
|
|
|
Changes in cash
|
|
|
153,429
|
|
|
|
91,931
|
|
Cash and cash equivalents – beginning of year
|
|
|
25,323
|
|
|
|
66,961
|
|
Cash and cash equivalents – end of year
|
|
$
|
178,752
|
|
|
$
|
158,892
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
|
|
|
$
|
16,604
|
|
Supplemental disclosure of non-cash flow investing and financing activities:
|
|
|
|
|
|
|
|
|
Shares issued for settlement of notes and accounts payable
|
|
$
|
-
|
|
|
$
|
172,056
|
|
Shares issued for consulting agreements
|
|
|
-
|
|
|
$
|
393,750
|
|
Conversion of Preferred Stock to Common Stock
|
|
$
|
(8,642
|
)
|
|
|
-
|
|
Reverse stock split
|
|
$
|
768
|
|
|
|
-
|
|
Increase (decrease) in share subscription payable
|
|
$
|
(768
|
)
|
|
$
|
(589,694
|
)
|
Return and share cancellation
|
|
$
|
8,642
|
|
|
|
-
|
|
The
accompanying notes form an integral part of these condensed consolidated financial statements.
Franchise
Holdings International, Inc.
Consolidated
Statement of Shareholders’ Deficit
For
the Nine Months Ended September 30, 2019 and 2018
(Unaudited)
|
|
Preferred
Stock
|
|
|
Common
Stock
|
|
|
Additional
Paid-in
|
|
|
Share Subscriptions
|
|
|
Share Subscriptions
|
|
|
Accumulated
|
|
|
Cumulative Translation
|
|
|
Total
Stockholders’
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Receivable
|
|
|
Payable
|
|
|
Deficit
|
|
|
Adjustment
|
|
|
Deficit
|
|
Balance at January 1, 2018
|
|
|
1,000,000
|
|
|
$
|
10,000
|
|
|
|
20,387,873
|
|
|
$
|
2,039
|
|
|
$
|
7,474,811
|
|
|
$
|
(10,755
|
)
|
|
$
|
1,531,080
|
|
|
$
|
(8,591,261
|
)
|
|
$
|
(44,383
|
)
|
|
$
|
371,531
|
|
Issuance for services
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
150,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
150,000
|
|
Issuance for settlement of payables
|
|
|
-
|
|
|
|
-
|
|
|
|
4,246,173
|
|
|
|
12,741
|
|
|
|
326,287
|
|
|
|
-
|
|
|
|
(68,750
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
270,278
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,281,782
|
)
|
|
|
-
|
|
|
|
(1,281,782
|
)
|
Foreign currency translation adjustment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(34,985
|
)
|
|
|
(34,985
|
)
|
Balance at September 30, 2018
|
|
|
1,000,000
|
|
|
$
|
10,000
|
|
|
|
24,634,046
|
|
|
$
|
14,780
|
|
|
$
|
7,801,098
|
|
|
$
|
(10,755
|
)
|
|
$
|
1,612,330
|
|
|
$
|
(9,873,043
|
)
|
|
$
|
(79,368
|
)
|
|
$
|
(524,958
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2019
|
|
|
1,000,000
|
|
|
$
|
10,000
|
|
|
|
24,634,052
|
|
|
$
|
2,463
|
|
|
$
|
8,103,934
|
|
|
$
|
(1,577
|
)
|
|
$
|
2,019,532
|
|
|
$
|
(10,354,299
|
)
|
|
$
|
(3,613
|
)
|
|
$
|
(223,560
|
)
|
Insurance for Services
|
|
|
-
|
|
|
|
-
|
|
|
|
1,280,014
|
|
|
|
128
|
|
|
|
195,585
|
|
|
|
-
|
|
|
|
(195,713
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Return and cancellation of shares
|
|
|
-
|
|
|
|
-
|
|
|
|
(990,742
|
)
|
|
|
(99
|
)
|
|
|
(77,179
|
)
|
|
|
-
|
|
|
|
(247,722
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(325,000
|
)
|
Issuance for settlement of payables
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
30,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
30,000
|
|
Conversion of Preferred Stock
|
|
|
(1,000,000
|
)
|
|
|
(10,000
|
)
|
|
|
13,583,397
|
|
|
|
1,358
|
|
|
|
8,642
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Net Income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
142,149
|
|
|
|
-
|
|
|
|
142,149
|
|
Foreign currency translation adjustment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(42,503
|
)
|
|
|
(42,503
|
)
|
Balance at September 30, 2019
|
|
|
-
|
|
|
|
-
|
|
|
|
38,506,721
|
|
|
$
|
3,850
|
|
|
$
|
8,230,982
|
|
|
$
|
(1,577
|
)
|
|
$
|
1,606,097
|
|
|
$
|
(10,212,150
|
)
|
|
$
|
(46,116
|
)
|
|
$
|
(418,914
|
)
|
The
accompanying notes form an integral part of these consolidated financial statements.
Franchise
Holdings International, Inc.
Consolidated
Statement of Shareholders’ Deficit
For
the Three Months Ended September 30, 2019 and 2018
(Unaudited)
|
|
Preferred
Stock
|
|
|
Common
Stock
|
|
|
Additional
Paid-in
|
|
|
Share
Subscriptions
|
|
|
Share
Subscriptions
|
|
|
Accumulated
|
|
|
Cumulative
Translation
|
|
|
Total
Stockholders’
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Receivable
|
|
|
Payable
|
|
|
Deficit
|
|
|
Adjustment
|
|
|
Deficit
|
|
Balance
at June 30, 2018
|
|
|
1,000,000
|
|
|
$
|
10,000
|
|
|
|
21,378,615
|
|
|
$
|
2,138
|
|
|
$
|
7,551,990
|
|
|
$
|
(10,755
|
)
|
|
$
|
2,271,802
|
|
|
$
|
(9,570,949
|
)
|
|
$
|
(56,944
|
)
|
|
$
|
197,282
|
|
Issuance for settlement
of payables
|
|
|
-
|
|
|
|
-
|
|
|
|
3,255,431
|
|
|
|
12,642
|
|
|
|
249,108
|
|
|
|
-
|
|
|
|
(659,472
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(397,722
|
)
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(302,094
|
)
|
|
|
-
|
|
|
|
(302,094
|
)
|
Foreign
currency translation adjustment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(22,424
|
)
|
|
|
(22,424
|
)
|
Balance
at September 30, 2018
|
|
|
1,000,000
|
|
|
$
|
10,000
|
|
|
|
24,634,046
|
|
|
$
|
14,780
|
|
|
$
|
7,801,098
|
|
|
$
|
(10,755
|
)
|
|
$
|
1,612,330
|
|
|
$
|
(9,873,043
|
)
|
|
$
|
(79,368
|
)
|
|
$
|
(524,958
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at June 30, 2019
|
|
|
-
|
|
|
|
-
|
|
|
|
39,497,463
|
|
|
$
|
3,949
|
|
|
$
|
8,338,161
|
|
|
$
|
(1,577
|
)
|
|
$
|
1,853,819
|
|
|
$
|
(10,482,520
|
)
|
|
$
|
(23,624
|
)
|
|
$
|
(341,792
|
)
|
Return and cancellation
of shares
|
|
|
-
|
|
|
|
-
|
|
|
|
(990,742
|
)
|
|
|
(99
|
)
|
|
|
(77,179
|
)
|
|
|
-
|
|
|
|
(247,722
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(325,000
|
)
|
Net
Income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
270,370
|
|
|
|
-
|
|
|
|
270,370
|
|
Foreign
currency translation adjustment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(22,492
|
)
|
|
|
(22,492
|
)
|
Balance
at September 30, 2019
|
|
|
-
|
|
|
|
-
|
|
|
|
38,506,721
|
|
|
$
|
3,850
|
|
|
$
|
8,230,982
|
|
|
$
|
(1,577
|
)
|
|
$
|
1,606,097
|
|
|
$
|
(10,212,150
|
)
|
|
$
|
(46,116
|
)
|
|
$
|
(418,914
|
)
|
The
accompanying notes form an integral part of these consolidated financial statements.
Franchise
Holdings International, Inc.
Notes
to the Condensed Consolidated Financial Statements
(Unaudited)
1.
Basis of Presentation and Going Concern
a)
Interim Financial Information
The
accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting
principles in the United States (“GAAP”) for interim financial information pursuant to the rules and regulations of
the U.S. Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and notes required
by GAAP for complete financial statements. In the opinion of management, all adjustments and reclassifications considered necessary
in order to make the financial statements not misleading and for a fair and comparable presentation have been included and are
of a normal recurring nature. Operating results for the nine-month period ended September 30, 2019 are not necessarily indicative
of the results that may be expected for the year ending December 31, 2019. The accompanying unaudited condensed consolidated financial
statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2018
filed with the SEC on May 13, 2019.
b)
Functional and Reporting Currency
These
interim financial statements are presented in United States Dollars. The functional currency of the Company is the Canadian Dollar.
For purposes of preparing these interim financial statements, balances denominated in Canadian Dollars outstanding at September
30, 2019 were converted into United States Dollars at a rate of 1.3 Canadian Dollars to one United States Dollar. Balances denominated
in Canadian Dollars outstanding at December 31, 2018 were converted into United States Dollars at a rate of 1.36 Canadian Dollars
to one United States Dollar. Transactions denominated in Canadian Dollars for the period ended September 30, 2019 and December
31, 2018 were converted into United States Dollars at an average rate of 1.34 and 1.30 Canadian Dollars to one United States Dollar,
respectfully.
c)
Use of Estimates
The
preparation of condensed unaudited financial statements in conformity with accounting principles generally accepted in the United
States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the interim financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from these estimates.
d)
Going Concern
These
unaudited condensed consolidated financial statements have been prepared on a going concern basis which assumes that the Company
will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.
During the nine-month period ended September 30, 2019, the Company incurred a net income of $142,149 and as of that date, the
Company’s accumulated deficit was $10,212,150. While the Company has demonstrated the ability to generate revenue, there
are no assurances that it will be able to achieve level of revenues adequate to generate sufficient cash flow from operations
or obtain additional financing through private placements, public offerings and/or bank financing necessary to support our working
capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are
insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available,
or if available, will be on acceptable terms. These conditions raise substantial doubt about our ability to continue as a going
concern. If adequate working capital is not available we may be forced to discontinue operations, which would cause investors
to lose their entire investment. The accompanying condensed consolidated financial statements do not include any adjustments that
might result relating to the recoverability and classification of the asset carrying amounts or the amount and classification
of liabilities that might result from the outcome of this risk and uncertainty.
2.
Significant Accounting Policies
The
accounting polices used in the preparation of these interim financial statements are consistent with those of the Company’s
audited financial statements for the year ended December 31, 2018.
The
Company also implemented the following accounting standard effective January 1, 2019.
In
January 2019, ASC 842 was implemented related to the valuation of leases. Under this guidance, leases should be capitalized that
contain terms over one year and values over the capitalization policies. This standard became effective for the Company’s
fiscal year beginning January 1, 2019. The Company has accounted for its leases upon adoption of ASC 842 whereby it recognizes
a lease liability and a right-of-use asset at the date of initial application, being January 1, 2019. The lease liability is measured
at the present value of the remaining lease payments, discounted using the Company’s incremental borrowing rate. The Company
has measured the right-of-use asset at an amount equal to the lease liability.
Assets
are depreciated over the useful life of the assets. The useful life of the following assets are as follows: warehouse equipment
over 5 years, computers over 3 years, patents over 25 years, and leasehold improvements of 15 years. The Company does not take
depreciation for the following items: product moulds, trademarks and website.
Franchise
Holdings International, Inc.
Notes
to the Condensed Consolidated Financial Statements
(Unaudited)
3.
Inventory
Inventory
consists of the following at September 30, 2019 and December 31, 2018:
|
|
2019
|
|
|
2018
|
|
Finished goods
|
|
$
|
190,750
|
|
|
$
|
282,239
|
|
Promotional items
|
|
|
1,070
|
|
|
|
700
|
|
Raw materials
|
|
|
6,658
|
|
|
|
6,577
|
|
|
|
$
|
198,478
|
|
|
$
|
289,516
|
|
4.
Secured Notes Payable
Secured
notes payable consists of the following at September 30, 2019 and December 31, 2018:
|
|
2019
|
|
|
2018
|
|
Balance owing
|
|
$
|
277,425
|
|
|
$
|
287,425
|
|
Less amounts due within one year
|
|
|
(277,425
|
)
|
|
|
(287,425
|
)
|
Long-term portion
|
|
$
|
-
|
|
|
$
|
-
|
|
Subsequent to the nine month period ended
September 30, 2019, the Company repaid in full an additional $10,909 of notes payable consisting of $9,545
principal and $1,364 in interest.
5.
Changes in Cash Flows from Operating Assets and Liabilities
The
changes to the Company’s operating assets and liabilities for the nine months period ended September 30, 2019 and 2018 are
as follows:
|
|
2019
|
|
|
2018
|
|
Decrease (increase) in accounts receivable
|
|
$
|
(187,706
|
)
|
|
$
|
170,487
|
|
Decrease (increase) in inventory
|
|
|
91,038
|
|
|
|
(29,323
|
)
|
Decrease (increase) in prepaid expenses and deposits
|
|
|
97,737
|
|
|
|
7,277
|
|
Increase (decrease) in income taxes payable
|
|
|
(69,660
|
)
|
|
|
(128
|
)
|
Increase (decrease) in accounts payable and accrued liabilities
|
|
|
437,346
|
|
|
|
590,687
|
|
|
|
$
|
368,755
|
|
|
$
|
739,000
|
|
6.
Investment
During
the nine month ended September 30, 2019, the Company entered into an agreement to purchase 10,000,000 shares for $50,000 which
has been issued to FNHI. The Company’s investment accounts for a 10% equity stake in a US based mobile phone development
company. As of September 30, 2019 the Company had advanced a total of $15,658 and is advancing trenches of capital as required
by the Company.
Franchise
Holdings International, Inc.
Notes
to the Condensed Consolidated Financial Statements
(Unaudited)
7.
Lease Liabilities
During the nine month period ended September
30, 2019, the Company signed a lease agreement for warehouse space to commence on August 1, 2019 and end on July 31, 2022 with
monthly lease payments of $2,496. The Company has
accounted for its leases upon adoption of ASC 842 whereby it recognizes a lease liability and a right-of-use asset at the date
of initial application, being January 1, 2019. The lease liability is measured at the present value of the remaining lease payments,
discounted using the Company’s incremental borrowing rate of 10%. The Company has measured the right-of-use asset
at an amount equal to the lease liability.
The
Company’s right-of-use asset for the nine months ended September 30, 2019 is as follows:
|
|
September
30,
2019
|
|
Right-of-use asset
|
|
$
|
63,399
|
|
|
|
|
|
|
Current lease liability
|
|
$
|
21,221
|
|
Long-term lease liability
|
|
$
|
42,178
|
|
The components of lease expense
are as follows:
|
|
|
September
30,
2019
|
|
Amortization of right-of-use
|
|
$
|
3,296
|
|
Interest on lease liability
|
|
$
|
1,212
|
|
Total lease cost
|
|
$
|
4,508
|
|
Maturities of lease liability are as follows:
Future minimum lease payments as of September
30, 2019,
2019
|
|
$
|
6,651
|
|
2020
|
|
|
26,606
|
|
2021
|
|
|
26,606
|
|
2022
|
|
|
13,303
|
|
Total future minimum lease payments
|
|
|
73,166
|
|
Less: amount representing interest
|
|
|
(9,717
|
)
|
Present value of future payments
|
|
|
63,399
|
|
Current portion
|
|
|
21,221
|
|
Long term portion
|
|
$
|
42,178
|
|
8.
Shareholders’ Deficit
During
the nine-month period ended September 30, 2019, the Company issued 1,280,014 common shares, previously recorded as subscription
payable to Consultant with a value of $195,712. During the same period, the Company entered into a share subscription agreement
with a consultant of the Company for 1,500,000 common shares valued at $30,000. As the shares have not yet been issued, the $30,000
has been recorded as share subscriptions payable.
During
the nine-month period ended September 30, 2019, Steven Rossi was issued 13,583,397 shares of Franchise Holdings International,
Inc common stock as approved by the board of directors, due to a conversion of all 1,000,000 shares of his Series A Preferred
stock.
In
2018 and 2019, the Company was authorized to issue 49,833,333 shares of its common stock with a par value of $0.0001. All shares
were ranked equally with regards to the Company’s residual assets. During 2018 and 2019, the Company was authorized to issue
1,000,000 shares of its Series A Preferred Stock with a par value of $0.0001. These shares have voting rights equal to 299 shares
of common stock, per share of preferred.
Franchise
Holdings International, Inc.
Notes
to the Condensed Consolidated Financial Statements
(Unaudited)
9.
Gain (Loss) on Settlement of Debt
During
the nine-month period ended September 30, 2019, the Company reached a legal settlement agreement (the “unwinding”)
with an individual investor to dissolve the Debt Settlement and Mutual Release Agreement entered into on January 12, 2018. In
accordance to the settlement agreement, 19,055,551 pre-stock split, reserved shares were released and returned to the Company.
In addition, 5,944,449 pre-stock split (990,742 post stock split) shares already issued were returned to the Company’s treasury,
and cancelled, reducing the companies issued and outstanding shares accordingly. The company closed the unwinding in August 2019.
10.
Contingent Liability
During
the nine-month period ended the Company entered into an agreement with a debtor for the settlement of outstanding notes payable
of $56,723 ($75,000 CAD). The Company will issue to the debtor 1,500,000 million common shares for the settlement of the outstanding
notes payable upon listing on the Canadian Securities Exchange.
11.
Earnings per Share
For the nine months ended September 30, 2019,
Earnings per Share “EPS” is 0.00 (basic and diluted) compared to the loss per share for the nine months ended September
30, 2018 of 0.01 (basic and diluted). EPS is 0.01 and 0.00 (basic and diluted respectively) for the three months ended September
30, 2019 compared to the three months ended September 30, 2018 of 0.00 (basic and diluted). At September 30, 2019 the Company
had 13,721,441 share subscription and 1,350,000 warrants for a total of 14,971,441 common stock for the underlying instruments.
Compared to a total of 16,885,738 of common stock to be issued from share subscription at September 30, 2018.
12.
Reverse Stock Split
On March 8th, 2019, the Board of Directors
authorized the submission of a Certificate of Change/Amendment to the Nevada Secretary of State in which the Company sought to
affect a reverse split of its common stock at the rate of 1 for 6 for the purpose of increasing the per share price for the Company’s
stock in an effort to meet the minimum listing requirements of the Canadian Stock Exchange (“CSE”). The Certificate
of Change was submitted to the Nevada Secretary of State on March 20, 2019 and the FINRA corporate action was filed on March 21,
2019. FINRA declared the 1 for 6 reverse stock split effective on March 29, 2019. These financial statements, including prior
period comparative share amounts, have been retrospectively restated to reflect this reverse split.
13.
Concentration of Customer Risk
The
following table includes the percentage of the Company’s sales to significant customers for the nine months ended September
30, 2019 and 2018, as well as the balance included in revenue and accounts receivable for each significant customer as at September
30, 2019 and 2018. A customer is considered to be significant if they account for greater than 10% of the Company’s annual
sales.
|
|
2019
|
|
|
2018
|
|
|
|
$
|
|
|
%
|
|
|
$
|
|
|
%
|
|
Customer A
|
|
|
1,910,430
|
|
|
|
89.0
|
|
|
|
42,687
|
|
|
|
14.0
|
|
Customer B
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
121,079
|
|
|
|
41.0
|
|
Customer C
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
87,788
|
|
|
|
30.0
|
|
The
loss of any of these key customers could have an adverse effect on the Company’s business.
14.
Related Party Transactions
During
the nine months ended September 30, 2019, the Company incurred $58,465 payable to a US based corporation controlled by the Company’s
CEO and director for the purchase of inventory.
15.
Evaluation of Subsequent Events
The
Company has evaluated subsequent events through November 14, 2019 which is the date the financial statements were available to
be issued and the following events after September 30, 2019 occurred:
|
●
|
On
October 17, 2019, the Company issued 2,000,000 shares for services rendered per prior contract for consulting performed.
|
|
●
|
Refer
to Note 4 for additional subsequent event.
|
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The
following management’s discussion and analysis (“MD&A”) should be read in conjunction with financial statements
of FNHI, and its wholly owned subsidiary, Worksport, Ltd. for the nine months ended September 30, 2019 and 2018, and the notes
thereto. Additional information relating to FNHI is available at Worksport.ca.
Safe
Harbor for Forward-Looking Statements
Certain
statements included in this MD&A constitute forward-looking statements, including those identified by the expressions anticipate,
believe, plan, estimate, expect, intend, and similar expressions to the extent they relate to FNHI or its management. These
forward-looking statements are not facts, promises, or guarantees; rather, they reflect current expectations regarding future
results or events. These forward-looking statements are subject to risks and uncertainties that could cause actual results, activities,
performance, or events to differ materially from current expectations. These include risks related to revenue growth, operating
results, industry, products, and litigation, as well as the matters discussed in FNHI’s MD&A under Risk Factors.
Readers should not place undue reliance on any such forward-looking statements. FNHI disclaims any obligation to publicly update
or to revise any such statements to reflect any change in the Company’s expectations or in events, conditions, or circumstances
on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth
in the forward-looking statements.
The
following discussion of our financial condition and results of operations should be read in conjunction with our financial statements
and the related notes included in this report.
Revenue
For the three and nine months ended
September 30, 2019, revenue generated from the entire line of Worksport products was $870,053 and $1,959,027, compared
to $5,954 and $300,113 for the three and nine months ended September 30, 2018. The year over year increase of approximately
553% was mainly attributable to the availability of inventory to satisfy customer orders.
For
the nine months ended September 30, 2019, revenue generated in Canada was $74,058 compared to $32,483 for the same period in 2018,
an increase of 56%. For the three months ended September 30, 2019, revenue generated in Canada was $49,410 compared to refunds
of $6,059 for the same period in 2018, an increase of 6425%. The increase was primarily due to an increased higher demand in Canada,
resulting in Canadian market sales to increase for the three months ended. The rate of exchange between the Canadian Dollar and
the United States Dollar during the nine months of fiscal 2019 was consistent, which limited the historically negative effect
on reported revenues as a result of translating the sales denominated in Canadian Dollars to United States Dollars for financial
statement reporting purposes. For the nine months ended September 30, 2019, gross revenue generated in the United States was $2,072,963
compared to $259,621 for the same period in 2018, an increase of 1176%. For the three months ended September 30, 2019, gross revenue
generated in the United States was $924,949 compared to $4,986 for the same period in 2018, an increase of 17839%. This is primarily
attributable to re-entering the US market as of mid-2018 and continuing to increase sales which included online retailers and
the support of four private labels, after the allowance of use of the Worksport trademark.
Currently,
Worksport works closely with one major distributor in Canada, along with its own contracted distribution and inventory facility
in Breinigsville, PA and Depew, NY. This does not include multiple independent online retailers.
Although
Worksport currently supports a total of 10 dealers and distributors, Worksport believes the trend of increasing sales through
online retailers will continue to outpace the traditional distribution business model. Moreover, reputable online retailer’s
customers tend to provide larger sales volumes, greater margin of profit as well as greater protection against price erosion.
Cost
of Sales
Cost of sales increased for the three and
nine months of fiscal 2019, when compared to the three and nine months of fiscal 2018, by 1,132% and 383% from
$54,270 and $305,273 to $668,516 and $1,473,150. The increase was primarily due to the higher volume of sales for
the first, second and third quarters of 2019 when compared to the same periods in 2018. Our cost of sales, as a percentage of
sales, was approximately 77% and 75% compare to 911% and 102% for three and nine months ended September
30, 2019 and 2018, respectively.
Within
cost of sales, freight costs accounted for 2% of cost of sales during the nine months ended September 30, 2019, whereas in 2018,
it accounted for 10% of cost of sales. The decrease in the percentage of cost of sales is due to the increase in sales for the
quarter ended September 30, 2019 being larger US orders with economies to scale in shipping. Also, in 2019, retail online orders
were drop-shipped sales FOB China to our online vendors reducing intermediary costs.
Worksport
provides its distributors and online retailers an “all-in” wholesale price. This includes any import duty charges,
taxes and shipping charges. Discounts are applied if the distributor or retailer chooses to use their own shipping process. Certain
exceptions apply on rare occasions where product is shipped outside the contiguous United States or from the United States to
Canada. Volume discounts are also offered to certain higher volume customers.
Gross
Margin
Gross
margin percentage for the nine month period ended September 30, 2019 and 2018 were 25% and -2% respectively. For the three month
ended September 30, 2019 and 2018 gross margin percentage were 23% and -811% respectively. The increase in gross margin reflects
a decrease in cost of goods due to the decreases of the prices of the goods. In addition, the gross margin percentage for the
nine and three months ended September 30, 2018 were abnormally low as a result of the fluctuation in foreign exchange rates used
to translate Canadian Dollar sales into United States Dollars for purposes of financial reporting.
Operating
Expenses
Operating
expenses for the nine months ended September 30, 2019 were $534,629 compared to $745,335 for the nine months ended September 30,
2018. Operating expenses for the three months ended September 30, 2019 were $173,664 compared to $245,974 for the three months
ended September 30, 2018. Although there were decreases in professional fees, this expense was offset by larger increases in sales
and marketing and general and administrative incurred for the period.
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General
and administrative expense increased by $15,707, from $133,334 to $149,041 during the nine months ended September 30, 2019.
For the three month ended September 30, 2019, general and administrative expense increased by $52,185 from $39,069 to $91,254
compared to the three month ended September 30, 2018. During the three month period September 30, 2019, research and development
increased by $24,410, from $3,596 to $28,006. Rental payments and wages and salaries increased due to the new lease agreement
the Company entered during the three month period ended September 30, 2019.
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The
Company also realized a gain on foreign exchange in the amount of $43,427 during the nine months ended September 30, 2019,
an increase of $40,664 when compared to a gain on foreign exchange of $2,763 during the nine months ended September 30, 2018.
For the three month ended September 30, 2019 the Company realized a gain on foreign exchange of $22,701, compare to a gain
of $3,939 on foreign exchange for the three month ended September 30, 2018, an increase of $18,762. The current gains were
the result of the Company converting Canadian cash generated by sales to Canadian customers into United States Dollars in
order to purchase inventory and pay operating expenses denominated in United States Dollars.
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Professional
fees which include accounting, legal and consulting fees, decreased from $603,586 for the nine months ended September 30,
2018 to $366,843 for the nine months ended September 30, 2019 a difference of $236,743. For the three months ended September
30, 2019 professional fees decreased by $115,123 from $207,981 to $92,858, compared to the three months ended of September
30, 2018. The decrease is related to a decrease in accounting and audit fees, consulting, legal services and SEC filing fees
between the two periods.
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Other
Income and Expenses
Other
income and expenses for the nine month ended September 30, 2019 was an income of $190,901 compared with an expense of $531,288
at September 30, 2018. The reason for the income is due to a loss on debt settlement of $495,943 for the period ended September
30, 2019.
During
the nine month ended September 30, 2019, the Company incurred interest of $59,877 an increase of $24,952 when compared to interest
expense of $34,925 incurred during the nine months ended September 30, 2018. For three month ended September 30, 2019 interest
expense was $8,281 compared to $7,798 an increase of $483 compare to the three month ended September 30, 2018. During the three
months period September 30, 2019, the Company renewed its Canadian and US dollar promissory notes. During the three months period
September 30, 2019, the Company repaid $10,000 of its US dollar promissory note. The lower increase for the three months period
ended September 30, 2019 was a result of renewal of the Canadian and US dollar promissory notes, resulting in a lower interest
rate.
The
Company had assumed Canadian and US dollar promissory notes in 2017 in the amount of $123,392 with terms of 12% and 18%. In addition,
two lines of credit in both Canadian and US dollar currencies were assumed with an interest rate of 18% in 2016. The interest
from these loans were 92% of the interest expense and the remaining 8% consisting of bank charges and interest.
Net
Income/Loss
Net
income for the nine months ended September 30, 2019 was $142,149 compared to a net loss of $1,281,783 for the nine months ended
September 30, 2018, a difference of $1,423,932 or 111%. For the three month ended September 30, 2019 the Company had a net income
of $270,370 compared to the three month period ended September 30, 2018 of a net loss of $302,095, an improvement of $572,465.
The Company’s improvement was mainly attributed to an increase in gross margin and a decrease in professional fees as discussed
above. The increase in the net income for the nine month ended September 30, 2019 was mainly due to the gain of debt settlement
in the amount of $250,778.
Liquidity
and Capital Resources
Cash
Flow Activities
Cash
increased from $25,323 at December 31, 2018 to $178,752 at September 30, 2019. The increase was primarily the result of the timing
of inbound payments from customers, and outbound payments to vendors. Accounts receivable increased by $187,706 from $61,882 at
December 31, 2018 to $249,588 at September 30, 2019. Inventory remained decreased from December 31, 2018 at $289,516 to September
30, 2019 at $198,478. Prepaid expenses decreased by $97,737 from $124,114 at December 31, 2018 to $26,401 at September 30, 2019
due to the completion of a large amount of consulting services in the first quarter of 2019. Payroll taxes payable decreased from
$82,365 at December 31, 2018 to $12,705 September 30, 2019. This reduction is due to several payments made for payroll remittance.
Accounts payable and accrued liabilities increased by $545,911 from $401,766 at December 31, 2018 to $913,335 at September
30, 2019. The increase in payables is related to large purchases related to increased sales during the nine months period ended
September 30, 2019.
Investing
Activities
During
the nine months period ended September 30, 2019, the Company invested $84,149 in warehouse equipment, product moulds, patents,
trademarks, and leasehold improvements.
During
the nine month ended September 30, 2019, the Company entered into an agreement to purchase 10,000,000 shares for $50,000 which
has been issued to FNHI. The Company’s investment accounts for a 10% equity stake in a US based Mobile Phone Development
Company. As of September 30, 2019 the Company had advanced a total of $15,658 and is advancing trenches of capital as required
by the Company.
No
investing activities occurred during the nine months ended September 30, 2018.
Financing
Activities
During
the first nine months of fiscal 2019, Worksport issued $30,000 in issuance of common stock for cash.
During
the nine month period ended September 30, 2019, the Company reached a legal settlement agreement (the “unwinding”)
with an individual investor to dissolve the Debt Settlement and Mutual Release Agreement entered into on January 12, 2018 (refer
to note 6. Shareholders’ Deficit).
During the nine months period ended September 30, 2018, the Company received proceeds of $175,000 from the issuance of common
stock for cash.
Off-Balance
Sheet Arrangements
There
are no off-balance sheet arrangements with any party.
Critical
Accounting Policies
Our
discussion and analysis of results of operations and financial condition are based upon our condensed consolidated financial statements,
which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation
of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts
of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates
on an ongoing basis, including those related to provisions for uncollectible accounts receivable, inventories, valuation of intangible
assets and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that
are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates
under different assumptions or conditions.
The
accounting policies that we follow are set forth in Note 2 to our financial statements as included in the Form 10K filed on May
13, 2019. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently
applied in the preparation of the financial statements.