Worksport Ltd - Annual Report: 2006 (Form 10-K)
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
FORM
10-K
[x]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year Ended: September
30, 2006
[]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Commission
File No. 0-27631
Franchise
Holdings International, Inc.
(Exact Name of Small Business
Issuer as specified in its charter)
(Formerly
known as TMANGlobal.com, Inc.)
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Nevada
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65-0782227
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(State
or other jurisdiction
of
incorporation)
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(IRS
Employer File Number)
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5910
South University Boulevard, C-18, Unit 165
Littleton,
Colorado
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80121-2800
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(Address
of principal executive offices)
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(zip
code)
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(303)
220-5001
(Registrant’s
telephone number, including area code)
Securities
to be Registered Pursuant to Section 12(b) of the Act: None
Securities
to be Registered Pursuant to Section 12(g) of the Act:
Common
Stock, $.0.001 per share par value
Indicate
by check mark if registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes [] No [X].
Indicate
by check mark if registrant is not required to file reports pursuant to Section
13 or 15(d) of the Exchange Act.Yes [] No [X].
Indicate
by check mark whether the registrant (1) has filed all Reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes: [ ] No: [X]
Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form and no disclosure will be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K.
[X]
Indicate
by check mark whether the registrant is a large accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definitions of “large
accelerated filer,” “accelerated filer,” and “small reporting company” in Rule
12b-2 of the Exchange Act.
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Large
accelerated filer
[]
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Accelerated
filer []
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Non-accelerated
filer [] (Do not check if a smaller reporting
company)
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Smaller
reporting company [X]
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act): Yes [] No
[X].
The
number of shares outstanding of the Registrant’s common stock, as of the latest
practicable date, September 30, 2006, was 2,840,864.
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FORM
10-K
Franchise
Holdings International, Inc.
INDEX
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PART
I
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Item
1. Business
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3
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Item
1A. Risk Factors
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6
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Item
2. Property
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9
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Item
3. Legal Proceedings
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9
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Item
4. Submission of Matters to a Vote of Security Holders
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9
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PART
II
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Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
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10
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Item
6. Selected Financial Data
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12
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Item
7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
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12
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Item
7A. Quantitative and Qualitative Disclosures About Market
Risk
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13
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Item
8. Financial Statements and Supplementary Data
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13
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Item
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures
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27
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Item
9A(T). Controls and Procedures
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27
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Item
9B. Other Information
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28
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PART
III
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Item
10. Directors, Executive Officers and Corporate Governance
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28
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Item
11. Executive Compensation
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29
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Item
12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
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30
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Item
13. Certain Relationships and Related Transactions, and Director
Independence
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30
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Item
14. Principal Accountant Fees and Services
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30
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Item
15. Exhibits Financial Statement Schedules
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31
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Financial
Statements pages
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13
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Signatures
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32
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References
in this document to “Franchise Holdings,” "us," "we," or "Company" refer to
Franchise Holdings International, Inc.
Forward-Looking
Statements
The
following discussion contains forward-looking statements regarding us, our
business, prospects and results of operations that are subject to certain risks
and uncertainties posed by many factors and events that could cause our actual
business, prospects and results of operations to differ materially from those
that may be anticipated by such forward-looking statements. Factors that may
affect such forward-looking statements include, without limitation: our ability
to successfully develop new products and services for new markets; the impact of
competition on our revenues, changes in law or regulatory requirements that
adversely affect or preclude clients from using us for certain applications;
delays our introduction of new products or services; and our failure to keep
pace with our competitors. When used in this discussion, words such
as “believes”, “anticipates”, “expects”, “intends” and similar expressions are
intended to identify forward-looking statements, but are not the exclusive means
of identifying forward-looking statements. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date of this report. We undertake no obligation to revise any forward-looking
statements in order to reflect events or circumstances that may subsequently
arise. Readers are urged to carefully review and consider the various
disclosures made by us in this report and other reports filed with the
Securities and Exchange Commission that attempt to advise interested parties of
the risks and factors that may affect our business.
Narrative
Description of the Business
Our
History
We were
originally incorporated as FSGI corporation under the laws of the
State of Florida in 1997 as a holding company for the purpose of acquiring
Financial Standards Group, Inc. (FSG). That year FSGI Corporation acquired FSG,
a Florida company organized in October 1989, to assist credit unions in
performing financial services. FSG offered financial services to credit unions
as a wholly-owned subsidiary
until its
sale in January 2000.
On
December 21, 1998, FSGI Corporation, at the time a publicly traded company
trading on the OTCBB as FSGI, acquired all of the outstanding common stock of
The Martial Arts Network On-Line, Inc., a wholly owned subsidiary of The Martial
Arts Network, Inc. The Martial Arts Network On-Line, Inc., a company organized
under the laws of the State of Florida, was developed in 1996 by its parent
company The Martial Arts Network, Inc. as an electronic forum dedicated to
promoting education and awareness of martial arts through its web site. Upon
issuance of shares, and options to purchase shares of FSGI Corporation's common
stock to The Martial Arts Network, Inc., that company became the controlling
stockholder of FSGI Corporation.
TMANglobal.com,
Inc. ("TMAN"), a corporation formed under the laws of the State of Florida, as
the result of a merger between FSGI Corporation and The Martial Arts Network
On-Line, Inc. on December 21, 1998.
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Franchise
Holdings was incorporated in the State of Nevada on April 2,
2003. Franchise Holdings International, Inc. completed a merger with
TMAN Global.com Inc. on April 30, 2003. This merger was in the nature
of a change in domicile of the Florida corporation to the State of Nevada, as
well as the acquisition of a new business. Since the inception
of our current business operations, we have been in the business of
acquiring franchise, license and distribution rights in new and
emerging growth companies.
Operations
General
We are
engaged in the business of marketing franchises. We currently possesses such
rights in a tanning and beauty salon, a financial/mortgage firm, a medical
clinic, and a consumer products/services company.
At the
present time, we have no plans to raise any additional funds within the next
twelve months. Any working capital will be expected to be generated from
internal operations. However, we reserve the right to examine possible
additional sources of funds, including, but not limited to, equity or debt
offerings, borrowings, or joint ventures. Limited market surveys have ever been
conducted to determine demand for our products and services. Therefore, there
can be no assurance that any of its objectives will be
achieved.
Nature
of Products and Services
Our
principal activities are to acquire franchise, license and distribution rights
in new and emerging growth companies.
We
currently have such rights in our portfolio to a tanning and beauty salon, a
financial/mortgage firm, a medical clinic, and a consumer products/services
company:
Endless
Summer Tan- founded in 1999, is a tanning, hair, and beauty salon.
Forever
Young Rejuvenation Clinics- plans to offer the most advanced, state-of-the-art,
and innovative medical treatments in the Medi-Spa industry.
Monarch
Funding-a mortgage company.
We have a
web site at www.fnhi.net.
Markets
We plan
to continue to market our through the internet and using traditional methods
such as print and other media. Currently, we have a marketing strategy, which
uses the media, along with our web site, to market our products nationwide. We
plan to add new accounts through direct solicitation, fax blast marketing, mass
e-mail marketing, and participation in franchise industry trade
shows.
Raw
Materials
The use
of raw materials is not now a material factor in our operations.
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Customers
and Competition
The
franchise business is a highly competitive and fragmented industry, with no one
single company or group of companies having a large market share. Our
operational activities focus primarily on the franchise sales business, in which
there is a great deal of competition. We anticipate that competition will come
from a number of sources, many of which will have greater resources than we do.
All franchisors in the United States are potential competitors. There can be no
guarantee that we will be able to compete successfully over the short term or
long term.
Employees
Currently,
we employ one full-time person, our President. We may hire additional employees
in the future to facilitate anticipated growth projections. We reimburse our
employee for all necessary and customary business related expenses.
We have
no plans or agreements which provide health care, insurance or compensation on
the event of termination of employment or change in our control.
Proprietary
Information
We own no
proprietary information.
Government
Regulation
We
believe that governmental regulation will not be significant to us now or in the
future.
Research
and Development
We have
never spent any amount in research and development activities.
Environmental
Compliance
We
believe that we are not subject to any material costs for compliance with any
environmental laws.
How
to Obtain our SEC Filings
We file
annual, quarterly, and special reports, proxy statements, and other information
with the Securities Exchange Commission (SEC). Reports, proxy statements
and other information filed with the SEC can be inspected and copied at the
public reference facilities of the SEC at 100 F Street N.E., Washington, DC
20549. Such material may also be accessed electronically by means of the
SEC’s website at www.sec.gov.
Our
investor relations department can be contacted at our principal executive office
located at our principal office 5910 South University Boulevard, C-18, Unit 165,
Littleton, Colorado 80121-2800. Our phone number is (303) 220-5001. Our
website is www. fnhi.net.
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ITEM
1A. RISK FACTORS
You should carefully consider the
risks and uncertainties described below and the other information in this
document before deciding to invest in shares of our common stock. The occurrence of any of the
following risks could materially and adversely affect our business, financial
condition and operating result. In this case, the trading price of our common
stock could decline and you might lose all or part of your
investment.
We
do not have a sustained history of profits in our operations and there is no
guarantee we will ever become profitable.
We were
formed in 1997. We began our present operations in 2003. From the time we began
operations until the present, we operated at a loss. We have never been
profitable. Since we have no history of profitability over a sustained period of
time, we have limited financial results upon which you may judge our potential.
While we do not expect to continue to incur losses in the near future, there can
be no guarantee that we will be able to sustain our profitable operations. We
have experienced in the past and may experience in the future
under-capitalization, shortages, setbacks and many of the problems, delays and
expenses encountered by any business, many of which are beyond our control.
These include:
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Lack
of capital for operations,
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Substantial
delays and expenses related to testing and development of new
products,
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Development
and marketing problems encountered in connection with our new and existing
products,
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Competition
from larger and more established companies, and
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Lack
of market acceptance of our
products.
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Because we have incurred losses from
current operations, our accountants have expressed doubts about our ability to
continue as a going concern.
For
the fiscal year ended September 30, 2006, our accountants have expressed doubt
about our ability to continue as a going concern as a result of limited assets
and operating losses. Based upon current plans, we expect to incur
operating losses in future periods because we will be incurring expenses and not
generating sufficient revenues. We expect our operating costs to range between
$20,000 and $30,000 for the fiscal year ending September 30, 2006. We cannot
guarantee that we will be successful in generating sufficient revenues or other
funds in the future to cover these operating costs. Failure to generate
sufficient revenues will cause us to go out of
business.
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Because
of our lack of a profitable history and the fact that we are subject to intense
competition, any investment in us would be inherently risky.
Because
we are a company with no history of profitability and activity in a
business which is extremely competitive and subject to numerous risks, any
investment in us would be inherently risky. Substantially all of our
competitors have greater financial resources and longer operating histories than
we have and can be expected to compete within the business in which we engage
and intend to engage. There can be no assurance that we will have the necessary
resources to become or remain competitive. We are subject to the risks, which
are common to all companies with a lack of profitable history. Therefore,
investors should consider an investment in us to be an extremely risky
venture.
We
remain at risk regarding our continued ability to conduct successful operations.
As a result, the investment of our shareholders to be impaired or
lost.
The
results of our operations will depend, among other things, upon our ability to
successfully develop and to market our products. Further, it is possible that
our operations will not continue to generate income sufficient to meet operating
expenses or will generate income and capital appreciation, if any, at rates
lower than those anticipated or necessary to sustain ourselves. Our operations
may be affected by many factors, some known by us, some unknown, and some, which
are beyond our control. Any of these problems, or a combination thereof, could
have a materially adverse effect on our viability as an entity and might cause
the investment of our shareholders to be impaired or lost.
While we
have limited products, the opportunity for development of additional products
may take longer than anticipated and could be additionally delayed. Therefore,
there can be no assurance of timely completion and introduction of improved
products on a cost-effective basis, or that such products, if introduced, will
achieve market acceptance such that, in combination with existing products, they
will sustain us or allow us to achieve profitable operations.
For the foreseeable future, our
success will depend upon our management.
Our
success is dependent upon the decision making of our director and executive
officer. This individual, Mr. A. J. Boisdrenghien, intends to commit as much
time as necessary to our business. The loss of Mr. Boisdrenghien could have a
materially adverse impact on our operations. We have no written employment
agreements with our Chief Executive Officer. We have not obtained key man life
insurance on the live of our officer and director.
Our
stock price may be volatile, and you may not be able to resell your shares at or
above your initial sale price.
There has
been, and continues to be, a limited public market for our common stock.
Although our common stock trades in the Pink Sheets, an active trading market
for our shares has not, and may never develop or be sustained. If you purchase
shares of common stock, you may not be able to resell those shares at or above
the initial price you paid. The market price of our common stock may fluctuate
significantly in response to numerous factors, some of which are beyond our
control, including the following:
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Actual
or anticipated fluctuations in our operating results;
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changes
in financial estimates by securities analysts or our failure to perform in
line with such estimates;
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changes
in market valuations of other mortgage brokerage companies, particularly
those that sell products similar to as ours;
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announcements
by us or our competitors of significant innovations, acquisitions,
strategic partnerships, joint ventures or capital
commitments;
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introduction
of technologies or product enhancements that reduce the need for our
products; and
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departures
of key personnel.
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Our
stock has a limited public trading market.
While our
common stock currently trades, our market is limited and sporadic. We cannot
assure that such a market will improve in the future. We cannot assure that an
investor will be able to liquidate his investment without considerable delay, if
at all. If a more active market does develop, the price may be highly volatile.
The factors, which we have discussed in this document, may have a significant
impact on the market price of the common stock. It is also possible that the
relatively low price of our common stock may keep many brokerage firms from
engaging in transactions in our common stock.
The
over-the-counter market for stock such as ours has had extreme price and volume
fluctuations.
The
securities of companies such as ours have historically experienced extreme price
and volume fluctuations during certain periods. These broad market fluctuations
and other factors, such as new product developments and trends in the our
industry and in the investment markets generally, as well as economic conditions
and quarterly variations in our operational results, may have a negative effect
on the market price of our common stock.
The
market for our common stock is subject to rules relating to low-priced
stock.
Our
common stock is currently listed for trading in the Pink Sheets and is subject
to the “penny stock rules” adopted pursuant to Section 15 (g) of the
Securities Exchange Act of 1934, as amended. In general, the penny stock rules
apply to non-NASDAQ or non-national stock exchange companies whose common stock
trades at less than $5.00 per share or which have tangible net worth of less
than $5,000,000 ($2,000,000 if the company has been operating for three or more
years). Our tangible net worth was below the minimum requirement as of September
30, 2006. Such rules require, among other things, that brokers who trade “penny
stock” to persons other than “established customers” complete certain
documentation, make suitability inquiries of investors and provide investors
with certain information concerning trading in the security, including a risk
disclosure document, quote information, broker’s commission information and
rights and remedies available to investors in penny stocks. Many brokers have
decided not to trade “penny stock” because of the requirements of the penny
stock rules and, as a result, the number of broker-dealers willing to act as
market makers in such securities is limited. The “penny stock rules,” therefore,
may have an adverse impact on the market for our common stock.
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The lack of a
broker or dealer to create or maintain a market in our stock could adversely
impact the price and liquidity of our securities.
We have
no agreement with any broker or dealer to act as a market maker for our
securities and there is no assurance that we will be successful in obtaining any
market makers. Thus, no broker or dealer will have an incentive to make a market
for our stock. The lack of a market maker for our securities could adversely
influence the market for and price of our securities, as well as your ability to
dispose of, or to obtain accurate information about, and/or quotations as to the
price of, our securities.
Nevada law
and our Articles of Incorporation protect our directors from certain types of
lawsuits, which could make it difficult for us to recover damages from them in
the event of a lawsuit.
Nevada
law provides that our directors will not be liable to our company or to our
stockholders for monetary damages for all but certain types of conduct as
directors. Our Articles of Incorporation require us to indemnify our directors
and officers against all damages incurred in connection with our business to the
fullest extent provided or allowed by law. The exculpation provisions may have
the effect of preventing stockholders from recovering damages against our
directors caused by their negligence, poor judgment or other circumstances. The
indemnification provisions may require our company to use our assets to defend
our directors and officers against claims, including claims arising out of their
negligence, poor judgment, or other circumstances.
We
do not expect to pay dividends on our common stock.
We have
not paid any cash dividends with respect to our common stock, and it is unlikely
that we will pay any dividends on our common stock in the foreseeable future.
Earnings, if any, that we may realize will be retained in the business for
further development and expansion.
ITEM
2. DESCRIPTION OF PROPERTY.
We
currently occupy office space on a rent-free basis from our President, Mr. A. J.
Boisdrenghien. We have no equipment.
A
complaint was filed against us regarding the payment of a $50,000 note payable
to unrelated parties which was due July 1, 2001. The complaint sought judgment
against us in the case requiring that we pay the $50,000 note plus accrued
interest of $9,049. The note will continue to bear interest at 11% until paid.
As a subsequent event, in 2008 the noteholder agreed to settle the judgment and
any outstanding amount due for $6,250 in cash and 15,000 common
shares.
On
January 22, 2002 we received a notice from the Commonwealth of Kentucky Revenue
Cabinet which was addressed to our predecessor, FSGI Corporation, requiring the
payment of $10,118 including balances on FSGI's corporation income and license
accounts. Our management believed that it received the notice in error as the
notice amounts assessed related to our formation in 1998. In 2002 we were
attempting to resolve this matter with the Revenue Cabinet staff. After
contacting the Revenue Cabinet in 2008, we believes that the Revenue Cabinet
considers the case closed with no amounts due.
Otherwise,
we are not a party to any material legal proceedings, nor is our property the
subject of any material legal proceeding.
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PART
II
Principal
Market or Markets
Holders
As of
September 30, 2006, there were 93 record holders of our common stock and there
were 2,840,864 shares of our common stock outstanding.
Market
Information
Our
shares of common stock are quoted on the Pink Sheets under the trading symbol
FNHI. The shares became trading in 1999 but there is no extensive history of
trading. The bid and asked price has been $0.15 and $3.00 during the
entire time the shares have been quoted. The quotations reflect interdealer
prices, without retail mark-up, mark-down or commission, and may not represent
actual transactions.
The
Securities Enforcement and Penny Stock Reform Act of 1990
The
Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the NASDAQ system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
A
purchaser is purchasing penny stock which limits the ability to sell the stock.
The shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act. The shares will remain penny stocks for the
foreseeable future. The classification of penny stock makes it more difficult
for a broker-dealer to sell the stock into a secondary market, which makes it
more difficult for a purchaser to liquidate his/her investment. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.
The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from those rules, to deliver a standardized risk disclosure
document prepared by the Commission, which:
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contains
a description of the nature and level of risk in the market for penny
stocks in both public offerings and secondary trading;
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contains
a description of the broker's or dealer's duties to the customer and of
the rights and remedies available to the customer with respect to a
violation to such duties or other requirements of the Securities Act of
1934, as amended;
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contains
a brief, clear, narrative description of a dealer market, including "bid"
and "ask" prices for penny stocks and the significance of the spread
between the bid and ask price;
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contains
a toll-free telephone number for inquiries on disciplinary
actions;
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defines
significant terms in the disclosure document or in the conduct of trading
penny stocks; and
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contains
such other information and is in such form (including language, type, size
and format) as the Securities and Exchange Commission shall require by
rule or regulation;
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The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, to the customer:
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the
bid and offer quotations for the penny
stock;
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the
compensation of the broker-dealer and its salesperson in the
transaction;
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the
number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market
for such stock; and
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monthly
account statements showing the market value of each penny stock held in
the customer's account.
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In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.
Equity
Compensation Plan Information
We
have no outstanding stock options or other equity compensation
plans.
Reports
We are
subject to certain reporting requirements and will furnish annual financial
reports to our stockholders, certified by our independent accountants, and will
furnish unaudited quarterly financial reports in our quarterly reports filed
electronically with the SEC. All reports and information filed by us can be
found at the SEC website, www.sec.gov.
Stock
Transfer Agent
The stock
transfer agent for our securities is Corporate Stock Transfer of Denver,
Colorado. Their address is 3200 Cherry Creek Drive South, Suite 430,
Denver, Colorado 80209. Their phone number is (303) 282-4800.
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Dividend
Policy
We have
not previously declared or paid any dividends on our common stock and do not
anticipate declaring any dividends in the foreseeable future. The payment of
dividends on our common stock is within the discretion of our board of
directors. We intend to retain any earnings for use in our operations and the
expansion of our business. Payment of dividends in the future will depend on our
future earnings, future capital needs and our operating and financial condition,
among other factors that our board of directors may deem relevant. We are not
under any contractual restriction as to our present or future ability to pay
dividends.
A smaller
reporting company is not required to provide the information in this
Item.
ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Certain
statements in this Management’s Discussion and Analysis of Financial Condition
and Results of Operations that are not historical facts are forward-looking
statements such as statements relating to future operating results, existing and
expected competition, financing and refinancing sources and availability and
plans for future development or expansion activities and capital expenditures.
Such forward-looking statements involve a number of risks and uncertainties that
may significantly affect our liquidity and results in the future and,
accordingly, actual results may differ materially from those expressed in any
forward-looking statements. Such risks and uncertainties include, but are not
limited to, those related to effects of competition, leverage and debt service
financing and refinancing efforts, general economic conditions, and changes in
applicable laws or regulations. The following discussion and analysis should be
read in conjunction with the consolidated financial statements and notes thereto
appearing elsewhere in this report.
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.
Results
of Operations
We had no
revenue for the fiscal years ended September 30, 2006 or
2005.
Operating
expenses during the year ended September 30, 2006 totaled $1,620, consisting of
legal and accounting fees. Operating expenses during the year ended
September 30, 2005 totaled $1,620, consisting of legal and accounting
fees.
We had a
net loss of $32,146 for the fiscal year ended September 30, 2006, compared to a
net loss of $32,146 for the fiscal year ended September 30, 2005. We have had
several years of losses and our losses may continue into the
future.
-
12 -
We
believe that overhead cost in current operations should remain fairly constant
as sales improve. Each additional sale and correspondingly the gross profit of
such sale have minimal offsetting overhead cost
Liquidity
and Capital Resources.
At
September 30, 2006, we had an unrestricted cash balance of $-0-.
Net cash
used for operating activities was $-0- for the fiscal year ended September 30,
2006, compared to $-0- for the fiscal year ended September 30,
2005.
Cash
flows used or provided by investing activities was $-0- for the fiscal year
ended September 30, 2006, compared to $-0- for the fiscal year ended
September 30, 2005.
Cash
flows used for financing activities was $-0- for the fiscal year ended September
30, 2006, compared to $-0- for the fiscal year ended September 30,
2005.
Off-Balance
Sheet Arrangements
We have
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 consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America. The preparation of these 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 this prospectus. 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.
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
A smaller
reporting company is not required to provide the information in this
Item.
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
-
13 -
FRANCHISE
HOLDINGS INTERNATIONAL, INC.
(A
Development Stage Company)
FINANCIAL
STATEMENTS
September
30, 2005 and 2006
And
For The Period From March 12, 2001
(Inception
of Development Stage)
Through
September 30, 2006
-
14 -
FRANCHISE
HOLDINGS INTERNATIONAL, INC.
(A
Development Stage Company)
Financial
Statements
TABLE
OF CONTENTS
|
Page
|
|
|
REPORT
OF INDEPENDENT REGISTERED
|
|
|
PUBLIC
ACCOUNTING FIRM
|
17
|
|
FINANCIAL
STATEMENTS
|
|
|
Balance sheets
|
18
|
|
Statements of
operations
|
19
|
|
Statements of stockholders’
equity
|
20
|
|
Statements of cash
flows
|
21
|
|
Notes to financial
statements
|
23
|
-
15 -
RONALD R.
CHADWICK, P.C.
Certified
Public Accountant
2851
South Parker Road, Suite 720
Aurora,
Colorado 80014
Telephone
(303)306-1967
Fax
(303)306-1944
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of
Directors
Franchise
Holdings International, Inc.
Greenwood
Village, Colorado
I have
audited the accompanying balance sheets of Franchise Holdings International,
Inc. (a development stage company) as of September 30, 2005 and 2006,
and the related statements of operations, stockholders' equity and cash flows
for the years then ended, and for the period from March 12, 2001
(inception of the development stage) through September 30, 2006. These financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my
audit.
I
conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a
reasonable basis for my opinion.
In my
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Franchise Holdings
International, Inc. as of September 30, 2005 and 2006, and the related
statements of operations, stockholders' equity and cash flows for the years then
ended, and for the period from March 12, 2001 (inception of the
development stage) through September 30, 2006 in conformity with accounting
principles generally accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 6 to the financial
statements the Company has suffered recurring losses from operations that raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 6. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
|
Aurora,
Colorado
|
/s/
Ronald R. Chadwick, P.C.
|
|
January
30,
2009
|
RONALD
R. CHADWICK, P.C.
|
-
16 -
|
FRANCHISE
HOLDINGS INTERNATIONAL, INC.
|
||||||||
|
(A
Development Stage Company)
|
||||||||
|
BALANCE
SHEETS
|
||||||||
|
Sept.
30,
2005
|
Sept.
30,
2006
|
|||||||
|
ASSETS
|
||||||||
|
Total
Assets
|
$ | - | $ | - | ||||
|
LIABILITIES
& STOCKHOLDERS' EQUITY
|
||||||||
|
Current
liabilities
|
||||||||
|
Accounts
payable
|
$ | 70,884 | $ | 70,884 | ||||
|
Related
party payables
|
10,520 | 12,140 | ||||||
|
Notes
payable
|
271,759 | 271,759 | ||||||
|
Accrued
interest payable
|
147,002 | 177,528 | ||||||
|
Stock
subscription payable
|
18,000 | 18,000 | ||||||
|
Other
payables
|
5,084 | 5,084 | ||||||
|
Total current
liabilties
|
523,249 | 555,395 | ||||||
|
Total
Liabilities
|
523,249 | 555,395 | ||||||
|
Stockholders'
Equity
|
||||||||
|
Common
stock, $.0001 par value;
|
||||||||
|
20,000,000
shares authorized;
|
||||||||
|
2,840,864
shares issued and outstanding
|
284 | 284 | ||||||
|
Stock
subscription receivable
|
||||||||
|
Additional
paid in capital
|
3,579,806 | 3,579,806 | ||||||
|
Accumulated
deficit (including $192,974 (2005)
|
||||||||
|
and
$225,120 (2006) ) accumulated during
|
||||||||
|
the
development stage)
|
(4,103,339 | ) | (4,135,485 | ) | ||||
|
Total
Stockholders' Equity
|
(523,249 | ) | (555,395 | ) | ||||
|
Total
Liabilities and Stockholders' Equity
|
$ | - | $ | - | ||||
The
accompanying notes are an integral part of the financial
statements.
-
17 -
|
FRANCHISE
HOLDINGS INTERNATIONAL, INC.
|
||||||||||||
|
(A
Development Stage Company)
|
||||||||||||
|
STATEMENTS
OF OPERATIONS
|
||||||||||||
|
Period
From
|
||||||||||||
|
Mar.
12, 2001
|
||||||||||||
|
(Inception
|
||||||||||||
|
of
Dev. Stage)
|
||||||||||||
|
Year
Ended
|
Year
Ended
|
To
|
||||||||||
|
Sept.
30, 2005
|
Sept.
30, 2006
|
Sept.
30, 2006
|
||||||||||
|
Revenues
|
$ | - | $ | - | $ | - | ||||||
| - | - | - | ||||||||||
|
Operating
expenses:
|
||||||||||||
|
General
and administrative
|
1,620 | 1,620 | 50,946 | |||||||||
| 1,620 | 1,620 | 50,946 | ||||||||||
|
Gain
(loss) from operations
|
(1,620 | ) | (1,620 | ) | (50,946 | ) | ||||||
|
Other
income (expense):
|
||||||||||||
|
Interest
expense
|
(30,526 | ) | (30,526 | ) | (174,174 | ) | ||||||
| (30,526 | ) | (30,526 | ) | (174,174 | ) | |||||||
|
Income
(loss) before
|
||||||||||||
|
provision
for income taxes
|
(32,146 | ) | (32,146 | ) | (225,120 | ) | ||||||
|
Provision
for income tax
|
- | - | - | |||||||||
|
Net
income (loss)
|
$ | (32,146 | ) | $ | (32,146 | ) | $ | (225,120 | ) | |||
|
Net
income (loss) per share
|
||||||||||||
|
(Basic
and fully diluted)
|
$ | (0.01 | ) | $ | (0.01 | ) | ||||||
|
Weighted
average number of
|
||||||||||||
|
common
shares outstanding
|
2,840,864 | 2,840,864 | ||||||||||
The
accompanying notes are an integral part of the financial
statements.
-
18 -
|
FRANCHISE
HOLDINGS INTERNATIONAL, INC.
|
||||||||||||||||||||||||
|
(A
Development Stage Company)
|
||||||||||||||||||||||||
|
STATEMENTS
OF STOCKHOLDERS' EQUITY
|
||||||||||||||||||||||||
|
Common
Stock
|
Stock
|
Stock-
|
||||||||||||||||||||||
|
Amount
|
Additional
|
Subscription
|
Accumulated
|
holders'
|
||||||||||||||||||||
|
Shares
(1)
|
($.0001
Par)
|
Paid
in Capital
|
Receivable
|
Deficit
|
Equity
|
|||||||||||||||||||
|
Balances
at March 12, 2001
|
90,861 | $ | 9 | $ | 3,562,331 | $ | (15,000 | ) | $ | (3,910,365 | ) | $ | (363,025 | ) | ||||||||||
|
(Inception
of development stage)
|
||||||||||||||||||||||||
|
Net
income (loss) for the period
|
(27,487 | ) | (27,487 | ) | ||||||||||||||||||||
|
Balances
at September 30, 2001
|
90,861 | $ | 9 | $ | 3,562,331 | $ | (15,000 | ) | $ | (3,937,852 | ) | $ | (390,512 | ) | ||||||||||
|
Net
income (loss) for the year
|
(60,100 | ) | (60,100 | ) | ||||||||||||||||||||
|
Balances
at September 30, 2002
|
90,861 | $ | 9 | $ | 3,562,331 | $ | (15,000 | ) | $ | (3,997,952 | ) | $ | (450,612 | ) | ||||||||||
|
Fractional
shares - reverse stock split
|
3 | - | ||||||||||||||||||||||
|
Debt
relief - repurchase obligation
|
15,000 | 15,000 | 30,000 | |||||||||||||||||||||
|
Compensatory
stock issuances
|
2,750,000 | 275 | 2,475 | 2,750 | ||||||||||||||||||||
|
Net
income (loss) for the year
|
(41,245 | ) | (41,245 | ) | ||||||||||||||||||||
|
Balances
at September 30, 2003
|
2,840,864 | $ | 284 | $ | 3,579,806 | $ | - | $ | (4,039,197 | ) | $ | (459,107 | ) | |||||||||||
|
Net
income (loss) for the year
|
(31,996 | ) | (31,996 | ) | ||||||||||||||||||||
|
Balances
at September 30, 2004
|
2,840,864 | $ | 284 | $ | 3,579,806 | $ | - | $ | (4,071,193 | ) | $ | (491,103 | ) | |||||||||||
|
Net
income (loss) for the year
|
(32,146 | ) | (32,146 | ) | ||||||||||||||||||||
|
Balances
at September 30, 2005
|
2,840,864 | $ | 284 | $ | 3,579,806 | $ | - | $ | (4,103,339 | ) | $ | (523,249 | ) | |||||||||||
|
Net
income (loss) for the year
|
(32,146 | ) | (32,146 | ) | ||||||||||||||||||||
|
Balances
at September 30, 2006
|
2,840,864 | $ | 284 | $ | 3,579,806 | $ | - | $ | (4,135,485 | ) | $ | (555,395 | ) | |||||||||||
______________
(1) As
adjusted for a 1 for 100 reverse stock split effective May 9, 2003.
The
accompanying notes are an integral part of the financial
statements.
-
19 -
|
FRANCHISE
HOLDINGS INTERNATIONAL, INC.
|
||||||||||||
|
(A
Development Stage Company)
|
||||||||||||
|
STATEMENTS
OF CASH FLOWS
|
||||||||||||
|
Period
From
|
||||||||||||
|
Mar.
12, 2001
|
||||||||||||
|
(Inception
|
||||||||||||
|
of
Dev. Stage)
|
||||||||||||
|
Year
Ended
|
Year
Ended
|
To
|
||||||||||
|
Sept.
30, 2005
|
Sept.
30, 2006
|
Sept.
30, 2006
|
||||||||||
|
Cash
Flows From Operating Activities:
|
||||||||||||
|
Net
income (loss)
|
$ | (32,146 | ) | $ | (32,146 | ) | $ | (225,120 | ) | |||
|
Adjustments
to reconcile net loss to
|
||||||||||||
|
net
cash provided by (used for)
|
||||||||||||
|
operating
activities:
|
||||||||||||
|
Amortization
& depreciation
|
475 | |||||||||||
|
Loss
on fixed asset disposal
|
1,408 | |||||||||||
|
Accounts
payable
|
19,152 | |||||||||||
|
Related
party payables
|
1,620 | 1,620 | 17,161 | |||||||||
|
Accrued
expenses
|
30,526 | 30,526 | 174,174 | |||||||||
|
Compensatory
stock issuances
|
2,750 | |||||||||||
|
Net cash provided by (used
for)
|
||||||||||||
|
operating
activities
|
- | - | (10,000 | ) | ||||||||
|
Cash
Flows From Investing Activities:
|
||||||||||||
|
Net
cash provided by (used for)
|
||||||||||||
|
investing
activities
|
- | - | - | |||||||||
|
(Continued
On Following Page)
|
||||||||||||
The
accompanying notes are an integral part of the financial
statements.
-
20 -
|
FRANCHISE
HOLDINGS INTERNATIONAL, INC.
|
||||||||||||
|
(A
Development Stage Company)
|
||||||||||||
|
STATEMENTS
OF CASH FLOWS
|
||||||||||||
|
(Continued
From Previous Page)
|
||||||||||||
|
Period
From
|
||||||||||||
|
Mar.
12, 2001
|
||||||||||||
|
(Inception
|
||||||||||||
|
of
Dev. Stage)
|
||||||||||||
|
Year
Ended
|
Year
Ended
|
To
|
||||||||||
|
Sept.
30, 2005
|
Sept.
30, 2006
|
Sept.
30, 2006
|
||||||||||
|
Cash
Flows From Financing Activities:
|
||||||||||||
|
Notes
payable - borrowings
|
10,000 | |||||||||||
|
Net cash provided by (used
for)
|
||||||||||||
|
financing
activities
|
- | - | 10,000 | |||||||||
|
Net
Increase (Decrease) In Cash
|
- | - | - | |||||||||
|
Cash
At The Beginning Of The Period
|
- | - | - | |||||||||
|
Cash
At The End Of The Period
|
$ | - | $ | - | $ | - | ||||||
|
Schedule
Of Non-Cash Investing And Financing Activities
|
||||||||||||
| None | ||||||||||||
|
Supplemental
Disclosure
|
||||||||||||
|
Cash
paid for interest
|
$ | - | $ | - | ||||||||
|
Cash
paid for income taxes
|
$ | - | $ | - | ||||||||
The
accompanying notes are an integral part of the financial
statements.
-
21 -
NOTES
TO FINANCIAL STATEMENTS
September
30, 2005 and 2006, & For The Period
From
March 12, 2001 (Inception of Dev. Stage) Through September 30, 2006
NOTE
1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Franchise
Holdings International, Inc. was incorporated in the State of Nevada on April 2,
2003. FSGI Corporation was incorporated in the State of Florida on May 15, 1997,
and in a reorganization on December 21, 1998 with another corporation named The
Martial Arts Network On-Line, Inc. (originally incorporated in Florida on May
23, 1996) changed its name to TMAN Global.Com, Inc. Franchise Holdings
International, Inc. and TMAN Global.Com, Inc. consummated a merger on April 30,
2003 whereby Franchise Holdings International, Inc. exchanged 1 common share for
all the 90,861 outstanding common shares of TMAN Global.Com, Inc. The purpose of
the transaction was a change of domicile. Pursuant to the merger terms,
Franchise Holdings International, Inc. was the surviving corporation and TMAN
Global.Com, Inc. ceased to exist. The accompanying financial statements include
the activities of Franchise Holdings International, Inc. and its predecessor
corporations, which are collectively referred to herein as the
“Company”. Currently the Company is engaged in evaluating franchise
opportunities, and is considered to be in the development stage.
Use of
Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Cash and cash
equivalents
The
Company considers all highly liquid investments with an original maturity of
three months or less as cash equivalents.
Accounts
receivable
The
Company reviews accounts receivable periodically for collectability and
establishes an allowance for doubtful accounts and records bad debt expense when
deemed necessary. At September 30, 2005 and 2006, the Company had no balance in
its allowance for doubtful accounts.
Property and
equipment
Property
and equipment are recorded at cost and depreciated under straight line methods
over each item's estimated useful life.
-
22 -
FRANCHISE
HOLDINGS INTERNATIONAL, INC.
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
September
30, 2005 and 2006, & For The Period
From
March 12, 2001 (Inception of Dev. Stage) Through September 30, 2006
NOTE
1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued):
Revenue
recognition
Revenue
is recognized on an accrual basis as earned under contract terms.
Advertising
costs
Advertising
costs are expensed as incurred. The Company recorded no material advertising
costs in the fiscal years ended September 30, 2005 or 2006.
Income
tax
The
Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109 (“SFAS 109”). Under SFAS 109 deferred taxes are provided on a
liability method whereby deferred tax assets are recognized for deductible
temporary differences and operating loss carryforwards and deferred tax
liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be realized. Deferred
tax assets and liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment.
Net income (loss) per
share
The net
income (loss) per share is computed by dividing the net income (loss) by the
weighted average number of shares of common outstanding. Warrants, stock
options, and common stock issuable upon the conversion of the Company's
preferred stock (if any), are not included in the computation if the effect
would be anti-dilutive and would increase the earnings or decrease loss per
share.
Financial
instruments
The
carrying value of the Company’s financial instruments, as reported in the
accompanying balance sheets, approximates fair value.
Fiscal
year
The
Company employs a fiscal year ending September 30.
-
23 -
FRANCHISE
HOLDINGS INTERNATIONAL, INC.
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
September
30, 2005 and 2006, & For The Period
From
March 12, 2001 (Inception of Dev. Stage) Through September 30, 2006
NOTE
1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued):
Long-Lived
Assets
In
accordance with Statement of Financial Accounting Standard 144 “Accounting for
the Impairment or Disposal of Long-Lived Assets”, the Company regularly reviews
the carrying value of intangible and other long-lived assets for the existence
of facts or circumstances, both internally and externally, that may suggest
impairment. If impairment testing indicates a lack of recoverability, an
impairment loss is recognized by the Company if the carrying amount of a
long-lived asset exceeds its fair value.
Stock based
compensation
The
Company accounts for employee and non-employee stock awards under SFAS 123(r),
whereby equity instruments issued to employees for services are recorded based
on the fair value of the instrument issued and those issued to non-employees are
recorded based on the fair value of the consideration received or the fair value
of the equity instrument, whichever is more reliably measurable.
NOTE
2. RELATED PARTY TRANSACTIONS
In 2005
and 2006 an officer provided the Company $1,620 each year in working capital
advances for ongoing operations.
NOTE
3. NOTES PAYABLE
At
September 30, 2005 and 2006 the Company had $271,759 in notes payable
outstanding to non-related parties, currently due, bearing interest at rates
from 10% - 12% per annum, and convertible into common stock at $1 - $3 per
share. Accrued interest payable under the notes at September 30, 2005 and 2006
was $147,002 and $177,528, and interest expense in 2005 and 2006 was $30,526
each year. In 2003 an $18,000 note with an automatic conversion feature was
recorded as a stock subscription payable for 6,000 common shares upon
conversion. As a subsequent event, in 2008 the remaining noteholders agreed to
cancel the conversion feature and settle their notes upon payment of cumulative
settlement amounts of approximately $26,000 in cash and 20,000 common
shares.
-
24 -
FRANCHISE
HOLDINGS INTERNATIONAL, INC.
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
September
30, 2005 and 2006, & For The Period
From
March 12, 2001 (Inception of Dev. Stage) Through September 30, 2006
NOTE
4. INCOME TAXES
Deferred
income taxes arise from the temporary differences between financial statement
and income tax recognition of net operating losses. These loss carryovers are
limited under the Internal Revenue Code should a significant change in ownership
occur.
At
September 30, 2005 and 2006 the Company had net operating loss carryforwards of
approximately $1,114,000 and $1,146,000 which begin to expire in 2012. The
deferred tax asset of $445,586 and $458,444 created by the net operating losses
has been offset by a 100% valuation allowance. The change in the valuation
allowance in 2005 and 2006 was $12,858 each year.
NOTE
5. CONTINGENCIES
A
complaint was filed against the Company regarding the payment of a $50,000 note
payable to unrelated parties which was due July 1, 2001. The complaint sought
judgment against the Company in the sum of $50,000 together with interest and
costs. On May 23, 2002, a judgment was rendered against the Company requiring
the Company to pay the $50,000 note plus accrued interest of $9,049. The note
will continue to bear interest at 11% until paid. As a subsequent event, in 2008
the noteholder agreed to settle the judgment and any outstanding amount due for
$6,250 in cash and 15,000 common shares.
On
January 22, 2002 the Company received a notice from the Commonwealth of Kentucky
Revenue Cabinet which was addressed to the Company's predecessor, FSGI
Corporation, requiring the payment of $10,118 including balances on FSGI's
corporation income and license accounts. The Company's management believed that
it received the notice in error as the notice amounts assessed related to the
Company's formation in 1998. In 2002 the Company was attempting to resolve this
matter with the Revenue Cabinet staff. After contacting the Revenue Cabinet in
2008, the Company believes that the Revenue Cabinet considers the case closed
with no amounts due.
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25 -
FRANCHISE
HOLDINGS INTERNATIONAL, INC.
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
September
30, 2005 and 2006, & For The Period
From
March 12, 2001 (Inception of Dev. Stage) Through September 30, 2006
NOTE
6. GOING CONCERN
The
Company has suffered recurring losses from operations and has a working capital
deficit and stockholders' deficit, and in all likelihood will be required to
make significant future expenditures in connection with continuing marketing
efforts along with general administrative expenses. These conditions raise
substantial doubt about the Company’s ability to continue as a going
concern.
The
Company may raise additional capital through the sale of its equity securities,
through an offering of debt securities, or through borrowings from financial
institutions. By doing so, the Company hopes through increased marketing efforts
to generate greater revenues. Management believes that actions presently being
taken to obtain additional funding provide the opportunity for the Company to
continue as a going concern.
-
26 -
ITEM
9. DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
We did
not have any disagreements on accounting and financial disclosures with our
present accounting firm during the reporting period.
ITEM
9A(T). CONTROLS AND PROCEDURES.
Conclusion
Regarding the Effectiveness of Disclosure Controls and Procedures
Under the
supervision and with the participation of our principal executive officer and
principal financial officer, we conducted an evaluation of our disclosure
controls and procedures, as such term is defined under Rule 13a-15(e)
promulgated under the Securities Exchange Act of 1934, as amended (the Exchange
Act). Accordingly, we concluded that our disclosure controls and
procedures as defined in Rule 13a-15(e) under the Exchange Act were effective as
of September 30, 2006 to ensure that information required to be disclosed in
reports we file or submit under the Exchange Act is recorded, processed, and
summarized and reported within the time periods specified in SEC rules and
forms. Disclosure controls and procedures include, without limitation, controls
and procedures designed to ensure that information required to be disclosed by
an issuer in the reports that it files or submits under the Act is accumulated
and communicated to the issuer’s management, including its principal executive
and principal financial officers, or persons performing similar functions as
appropriate to allow timely decisions regarding required
disclosure.
Management’s
Annual Report on Internal Control Over Financial Reporting.
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) and 15d-(f) under
the Exchange Act. Our internal control over financial reporting are designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of consolidated financial statements for external purposes
in accordance with U. S. generally accepted accounting principles. Our internal
control over financial reporting includes those policies and procedures
that:
i. pertain
to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of our assets;
ii. provide
reasonable assurance that transactions are recorded as necessary to permit the
preparation of our consolidated financial statements
in accordance with U. S. generally accepted accounting principles,
and that our receipts and expenditures are being made only in accordance
with authorizations of our management and directors; and
iii. provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of our assets that could have a material effect
on the consolidated financial statements.
Management
assessed the effectiveness of the Company’s internal control over financial
reporting as of September 30, 2006. In making this assessment, management used
the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission in Internal Control-Integrated Framework.
Management
has concluded that our internal control over financial reporting was effective
as September 30, 2006.
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27 -
Inherent
Limitations Over Internal Controls
Internal
control over financial reporting cannot provide absolute assurance of achieving
financial reporting objectives because of its inherent limitations, including
the possibility of human error and circumvention by collusion or overriding of
controls. Accordingly, even an effective internal control system may not prevent
or detect material misstatements on a timely basis. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions or that the
degree of compliance with the policies or procedures may
deteriorate.
Changes
in Internal Control Over Financial Reporting.
We have
made no change in our internal control over financial reporting during the last
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
Attestation
Report of the Registered Public Accounting Firm.
This
annual report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our independent
registered public accounting firm pursuant to temporary rules of the SEC that
permit us to provide only management's report in this annual report on Form 10-K
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
ITEM
9B. OTHER INFORMATION.
Nothing
to report.
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Our
Director and Executive Officer, his age and position held with us as of
September 30, 2006 is as follows:
|
NAME
|
AGE
|
POSITION HELD
|
|
A.
J. Boisdrenghien
|
58
|
President,
Secretary and Director
|
The
person named above is expected to hold said offices/positions until the next
annual meeting of our stockholders. He cannot be considered to be an independent
director.
-
28 -
Mr.
Boisdrenghien is our sole Officer and Director. He has been our sole officer and
director since May, 2003. He has been the President of Equity Capital
Holding, a consulting company, since 1999. He was formerly President of NABCO,
Inc, a bagel franchising company which was sold in 1999. In 1999,
NABCO merged with EUniverse, which later changed its name to Intermix. Intermix
held several properties, including My Space, which was sold to News Corp in
2006. Mr. Boisdrenghien graduated from Pittsburgh State, in Pittsburgh, Kansas
in 1969, with a degree in finance.
Committees
of the Board of Directors
Currently,
we do not have any committees of the Board of Directors.
Director
and Executive Compensation
No
compensation has been paid and no stock options granted to any of our officers
or directors in the last three fiscal years.
Employment
Agreements
We have
no written employment agreements with any of our executive officer or key
employee.
Equity
Incentive Plan
We have
not adopted an equity incentive plan, and no stock options or similar
instruments have been granted to any of our officers or directors.
Indemnification
and Limitation on Liability of Directors
Our
Articles of Incorporation limit the liability of our directors to the fullest
extent permitted by Nevada law. Nothing contained in the provisions will be
construed to deprive any director of his right to all defenses ordinarily
available to the director nor will anything herein be construed to deprive any
director of any right he may have for contribution from any other director or
other person.
At
present, there is no pending litigation or proceeding involving any of our
directors, officers, employees or agents where indemnification will be required
or permitted. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.
Item
11. EXECUTIVE COMPENSATION
No
compensation has been paid and no stock options granted to our officer and
director in the last three fiscal years.
-
29 -
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
The
following sets forth the number of shares of our $0.0001 par value common stock
beneficially owned by (i) each person who, as of September 30, 2006, was known
by us to own beneficially more than five percent (5%) of its common stock; (ii)
our individual Director and (iii) our Officer and Director as a group. A total
of 2,840,860 common shares were issued and outstanding as of September 30,
2006.
|
Name
and Address
|
No.
of
|
|
|
Beneficial
|
Shares
|
Percentage
|
|
Owner(1)
|
Owned
|
of Ownership
|
|
A.
J. Boisdrenghien
|
974,000
|
34.29%
|
|
5910
South University Boulevard, C-18, Unit 165
|
||
|
Littleton,
Colorado 80121-2800
|
||
|
All
Officers and
|
||
|
Directors
as a Group
|
974,000
|
34.29%
|
|
(one
person)
|
||
_____________
|
(1)
|
All
shares of owned of record.
|
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
We
currently occupy office space on a rent-free basis from our President, Mr. A. J.
Boisdrenghien.
At
September 30, 2005 and 2006 we had $271,759 in notes payable outstanding to
non-related parties, currently due, bearing interest at rates from 10% - 12% per
annum, and convertible into common stock at $1 - $3 per share. Accrued interest
payable under the notes at September 30, 2005 and 2006 was $147,002 and
$177,528, and interest expense in 2005 and 2006 was $30,526 each year. In 2003
an $18,000 note with an automatic conversion feature was recorded as a stock
subscription payable for 6,000 common shares upon conversion. As a subsequent
event, in 2008 the remaining noteholders agreed to cancel the conversion feature
and settle their notes upon payment of cumulative settlement amounts of
approximately $26,000 in cash and 20,000 common shares.
In 2005
and 2006 an officer provided the Company $1,620 each year in working capital
advances for ongoing operations.
ITEM
14: PRINCIPAL ACCOUNTANT FEES AND SERVICES
Our
independent auditor, Ronald R. Chadwick, P.C., Certified Public Accountants,
billed an aggregate of approximately $2,710 for the fiscal year ended September
30, 2006 for professional services rendered for the audit of our annual
financial statements and review of the financial statements included in its
quarterly reports.
We do not
have an audit committee and as a result its entire board of directors performs
the duties of an audit committee. Our board of directors evaluates the scope and
cost of the engagement of an auditor before the auditor renders audit and
non-audit services.
-
30 -
ITEM
15. EXHIBITS FINANCIAL STATEMENT SCHEDULES.
The
following financial information is filed as part of this report:
(1)
FINANCIAL STATEMENTS
(2)
SCHEDULES
(3)
EXHIBITS. The following exhibits required by Item 601 to be filed herewith are
incorporated by reference to previously filed documents:
|
Exhibit
|
|
|
Number
|
Description
|
|
3.1*
|
Articles
of Incorporation
|
|
3.2
*
|
Bylaws
|
|
3.3
*
|
Articles
of Merger of TMAN Global.com, Inc. and FRANCHISE HOLDINGS INTERNATIONAL,
INC.
|
|
31.1
|
Certification
of CEO/CFO pursuant to Sec. 302
|
|
32.1
|
Certification
of CEO/CFO pursuant to Sec.
906
|
*
Previously filed
Reports
on Form 8-K.
We filed
no reports on Form 8-K during the fourth quarter of the fiscal year ended
September 30, 2006.
-
31 -
SIGNATURES
In
accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized on April 29, 2009.
|
FRANCHISE
HOLDINGS INTERNATIONAL, INC.
|
|||
|
By:
|
/s/
A. J. Boisdrenghien
|
||
|
A.
J. Boisdrenghien
|
|||
|
Chief
Executive Officer and President
(principal
executive officer and principal financial and accounting
officer)
|
|||
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following person on behalf of the Registrant and in the
capacity and on the date indicated.
|
Date:
April 29, 2009
|
By:
|
/s/
A. J. Boisdrenghien
|
|
|
A.
J. Boisdrenghien
|
|||
|
Director
|
|||
- 32 -