Worksport Ltd - Quarter Report: 2015 September (Form 10-Q)

Certain comparative figures have been re classified to conform to the current period's presentation.

The Company has evaluated subsequent events through the date of this Form 10-Q. Subsequent to September 30, 2015, the Company issued 100,000 common shares at a deemed price of $0.147 per share in exchange for consulting and financing services.

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 for the nine months ended September 30, 2015 and 2014, and the notes thereto. Additional information relating to FNHI is available at www.fnhi.net

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.

Results of Operations

Revenue

For the nine months ended September 30, 2015, revenue generated from the entire line of TruXmart products was $421,700, as compared to $484,218 for the nine months ended September 30, 2014. The year over year decrease of approximately 13% was mainly attributable to the preparation of releasing new product lines and limited stock in the warehouse as well as a relative weakening of the Canadian Dollar compared to the United States Dollar. For the three months ended September 30, 2015, revenue generated from the entire line of TruXmart products was $151,428, as compared to $154,054 for the three months ended September 30, 2014. The year over year decrease of approximately 2% was mainly attributable to the relative weakening of the Canadian Dollar compared to the United States Dollar.

For the nine months ended September 30, 2015, revenue generated in Canada was $155,562 compared to $175,950 for the same period in 2014, a decrease of 12%. For the three months ended September 30, 2015, revenue generated in Canada was $35,739 compared to $71,789 for the same period in 2014, a decrease of 50%. This decrease is mainly attributable to general inventory shortages which resulted in orders placed by Canadian clients not being filled and kept on back order status. The relative weakening of the Canadian Dollar compared to the United States Dollar during the first nine months of fiscal 2015, a decrease of approximately 15% year-over-year, continued to have a 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. Canadian Dollar Sales increased to CDN$195,992 from CDN$192,560, an increase of 2% during the nine months ended September 30, 2015. For the three months ended September 30, 2015, Canadian Dollar sales decreased to CDN$47,975 from CDN$78,347 during the three months ended September 30, 2014. For the nine months ended September 30, 2015 revenue generated in the United States was $266,138 compared to $308,268 for the same period in 2014. This represents a year-over-year decrease in US- source revenue of approximately 14%, and is primarily attributable to limited inventory in stock. For the three months ended September 30, 2015 revenue generated in the United States was $115,689 compared to $82,265 for the same period in 2014. This represents a year-over-year increase in US- source revenue of approximately 41%, and is primarily attributable to the receipt and shipment of inventory during the quarter.

Sales from online retailers of the TruXmart products decreased from $297,301 in the nine months ended September 30, 2014 to $263,584 in the nine months ended September 30, 2015, a decrease of 11%. The online retailers accounted for over 65% of total revenue for the nine months ended September 30, 2015, compared to 59% for the nine months ended September 30, 2014. Distributor sales decreased from $124,548 in 2014, to $115,063 in 2015. The remaining revenues consist of sales from key area dealers.

Sales from online retailers of the TruXmart products increased from $79,208 in the three months ended September 30, 2014 to $113,115 in the three months ended September 30, 2015, an increase of 42.8%. The online retailers accounted for over 69% of total revenue for the three months ended September 30, 2015, compared to 49% for the three months ended September 30, 2014. Distributor sales increased from $54,675in 2014, to $12,757 in 2015. The remaining revenues consist of sales from key area dealers.

Currently, TruXmart has onemajor distributors in Canada, one in the United States, along with its own contracted distribution and inventory facility in Depew, NY. This does not include multiple independent online retailers.

Although TruXmart currently supports a total of 16 dealers and distributors, TruXmart 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 first nine months of 2015, as compared to the first nine months of 2014, by 1% from $343,956 to $348,188. Our cost of sales, as a percentage of sales, was approximately 71% and 83% for the nine months ended September 30, 2014 and 2015, respectively. During the three months ended September 30, 2015, cost of sales increased by 11% to $130,181 from $117,110 in the three months ended September 30, 2014. This increase was due to increased sales for the period. Cost of sales, as a percentage of sales was approximately 76% and 86% for the three months ended September 30, 2014 and 2015. These increases, and the corresponding decreases in gross margin is primarily related to the fluctuation foreign exchange rate used to translate Canadian Dollar sales into United States Dollars for purposes of financial reporting. Freight costs represent 18% of our costs of goods sold whereas in 2014 it accounted for 22%.

TruXmart 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 Sates or from the United States to Canada. Volume discounts are also offered to certain higher volume customers.

General and Administrative Expenses

General and administrative expenses for the nine months ended September 30, 2015 were $2,149,890 compared to $170,141 for the nine months ended September 30, 2014, while they amounted to $1,249,765 and $44,817 for the three month periods ended September 30, 2015 and 2014 respectively. Our office and general expense increased by $8,946, from $36,072 to $45,018, during the nine months ended September 30, 2015 and $36, from $11,445 to $11,491, during the three months ended September 30, 2015. These increases are a result of increased compensation paid to Steve Rossi with respect to services rendered to the Company year over year. Shipping and freight increased by $15,423, from $60,486 to $75,909, during the nine months ended September 30, 2015 and by $4,627, from $21,753 to $26,380, during the three months ended September 30, 2015. These increases are a result of starting to ship our new hard cover during the second and third quarters of fiscal 2015 which costs about twice the amount of the current tonneau cover to ship. Sales and marketing increased $133,394 to $155,990 from $22,596 during the nine months ended September 30, 2015 and by $57,798 from a recovery of $11,315 to expense of $46,483 during the three months ended September 30, 2015. These increases are due to increased personnel costs paid for sales services as well as the fair value of common shares issued to a key member of the sales team during the quarter ended June 30, 2015. Professional fees which include accounting, legal and consulting fees, increased from $42,989 for the nine months ended September 30, 2014 to $1,755,984 for the nine months ended September 30, 2015. Professional fees for the three months ended September 30, 2015, increased by $1,076,549 to $1,109,165 from similar expenses of $32,616 during the three months ended September 30, 2014. The Company has incurred significantly more compliance costs with respect to accounting and legal services since completing the Reverse Acquisition during fiscal 2014. Also included in professional fees for the nine months ended September 30, 2015, is $1,336,029 related to the fair value of shares of the Company's common stock issued to various consultants with respect to marketing, brand development and capital and financial structuring as described in note 11 of the financial statements. As TruXmart was a private company during the nine months ended September 30, 2014, they did not incur such costs. The Company also incurred repairs and maintenance expenses of $3,651 on its previous premises during the nine months ended September 30, 2015 while expenses of $73 from prior quarters were recovered during the three month period ended September 30, 2015. The Company did not incur any such expenses, or have such recoveries, during the comparative periods ended September 30, 2014. The Company incurred rent and utilities expense of $25,886 during the nine months ended September 30, 2015, an increase of $14,174 from rent and utilities expense of $11,712 incurred during the nine months ended September 30, 2014. Rent expense amounted to $10,791 during the three months ended September 30, 2015, an increase of $7,061 compared to rent expense of $3,730 incurred during the three months ended September 30, 2014. During the nine months ended September 30, 2015, the Company moved its operations to a new location which has resulted in increased rent expense. During the three and nine month periods ended September 30, 2015, the Company incurred product development costs of $33,013 and $33,225 respectively. The increase from similar expenses of $0 and $4,738 for the three and nine months ended September 30, 2014, respectively, were a result of development of new products for release at the 2015 SEMA show in Las Vegas, NV. The Company also incurred an additional $32,380 of transaction costs pursuant to a settlement agreement reached with a vendor during the nine months ended September 30, 2015.

Net Loss

Net loss for the nine months ended September 30, 2015 was $2,076,375 compared to a net loss of $29,879 for the nine months ended September 30, 2014. Net loss for the three months ended September 30, 2015 was $1,228,518 compared to a net loss of $7,873 during the three months ended September 30, 2014. The increase in the net loss was mainly due to the increase in various expenses, in particular professional fees and transaction costs, as well as reduced sales as discussed above.

Liquidity and Capital Resources

Cash Flow Activities

Cash decreased from $155,735 at December 31, 2014 to $18,480 at September 30, 2015. The decrease was primarily the result of the working capital requirements of the Company being in excess of the proceeds received from various issuances of share capital during the nine months ended September 30, 2015. Accounts receivable increased by $22,222 from $19,002 at December 31, 2014 to $41,224 at September 30, 2015. Inventory increased by $121,869 from $88,766 at December 31, 2014 to $210,635 at September 30, 2015 largely as a result of the timing of the receipt of inventory shipments. Accounts payable and accrued liabilities increased by $13,942 from $287,353 at December 31, 2014 to $301,295 at September 30, 2015. The increase in payables is related to the accrual of various professional fees during the nine months ended September 30, 2015, as well as some residual transaction costs incurred during the fiscal year ended December 31, 2014.

Financing Activities

During the first nine months of 2014, TruXmart funded working capital requirements principally through cash flows from operations and stockholder loans when required. During the three month period ended September 30, 2015, the Company did not raise capital through private placements of shares of the Company's common stock. During the nine month period ended September 30, 2015, the Company has been able to raise capital through private placements of shares of the Company's common stock. During the nine months ended September 30, 2015, the Company has received subscriptions for 2,849,992 shares of its common stock for proceeds of $439,800. The Company also issued 2,380,000 common shares to various consultants at a deemed price of $0.147 per share in exchange for cash of $2,380 and services in the amount of $347,480 that are expected to be rendered over two years. As at September 30, 2015, $2,000 of the total cash proceeds was included in share subscriptions receivable.

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 3 to our financial statements as included in this annual report. 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 3. Quantitative and Qualitative Disclosures about Market Risk

As a "smaller reporting company," as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information in this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Management's 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) under the Securities Exchange Act, as amended. Internal control over financial reporting is a process designed by, or under the supervision of, the Chief Executive Officer and Principal Accounting Officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The framework our management uses to evaluate the effectiveness of our internal control over financial reporting is based on the guidance provided by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in its 2013 report: INTERNAL CONTROL - INTEGRATED FRAMEWORK. Based on our evaluation under the framework described above, our management has concluded that our internal control over financial reporting was ineffective as of September 30, 2015 due to the same material weaknesses that rendered our disclosure controls and procedures ineffective. The Company's internal control over financial reporting is not effective due to a lack of sufficient resources to hire a support staff in order to separate duties between different individuals. The Company lacks the appropriate personnel to handle all the varying recording and reporting tasks on a timely basis. The Company plans to address these material weaknesses as resources become available by hiring additional professional staff, such as a Chief Financial Officer, as funding becomes available, outsourcing certain aspects of the recording and reporting functions, and separating responsibilities. Wehave identified the following materialweak-nesses.

1. As of September 30, 2015, we did not maintain effective controls over the control environment. Specifically, we have not developed and effectively communicated to our employees the accounting policies and procedures to ensure all transactions are recorded appropriately with respect to timing and classification. This has resulted in inconsistent practices and increased risk with respect to ensuring transactions are recorded in the correct fiscal period. Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

2. As of September 30, 2015, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.

Because of these material weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting as of September 30, 2015, based on the criteria established in "INTERNAL CONTROL-INTEGRATED FRAMEWORK" issued by the COSO.

Change In Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our last fiscal year that have materially affected, or are 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 registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.

Inherent Limitations over Internal Controls

FNHI's management does not expect that its disclosure controls or its internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within FNHI have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Our disclosure controls and procedures are designed to provide reasonable assurance of that our reports will be accurate. Our Chief Executive Officer and Principal Accounting Officer concludes that our disclosure controls and procedures were effective at that reasonable assurance level, as of the end of the period covered by this Form 10-Q. Our future reports shall also indicate that our disclosure controls and procedures are designed for this reason and shall indicate the related conclusion by the Chief Executive Officer and Principal Accounting Officer as to their effectiveness.

PART II OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any material or legal proceeding and, to our knowledge, none is contemplated or threatened.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended September 30, 2015, the Company did not complete any unregistered sale of equity securities.

Item 3. Defaults Upon Senior Securities

There have been no defaults upon senior securities.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

As a "smaller reporting company," as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information in this Item.

Item 6. Exhibits

(a) Exhibits

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.