What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-04-13 compared with 2020-05-14 · 340 added, 175 removed, 89 unchanged (85% of the section changed)

24 unchanged sentences

and cash flows for the years presented.

Page 34 of 40

Management’s

8 unchanged sentences

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 December 31, 2019 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.

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, as funding becomes available,

Internal Control–Integrated

Based on our evaluation under the framework described above, our management has concluded that our internal control

over financial reporting was ineffective as of December 31, 2020 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, as funding becomes available,

outsourcing certain aspects of the recording and reporting functions, and separating responsibilities.

We have identified the

following material weak-nesses.

A CFO was hired by FNHI in 2017.

following material weaknesses.

of December 31, 2020, 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.

Specifically our weaknesses related

to a lack of a sufficient number of personnel with appropriate training and experience in accounting principles generally accepted

in the United States of America, or GAAP, limited or no segregation of duties.

Furthermore, we have not developed and effectively

communicated to our employees the accounting policies and procedures necessary to maintain effective controls over the control

This has resulted in inconsistent practices.

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.

of December 31, 2019, 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.

management has determined that this control deficiency constitutes a material weakness.

Further, the Board of Directors currently has only one director that

qualifies as independent 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.

of these material weaknesses, management has concluded that the Company did not maintain effective internal control over financial

reporting as of December 31, 2019, based on the criteria established in "INTERNAL CONTROL-INTEGRATED FRAMEWORK"

reporting as of December 31, 2020, based on the criteria established in “Internal Control-Integrated Framework”

in Internal Control Over Financial Reporting

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.

were no changes in our internal control over financial reporting that occurred during the fourth quarter of the fiscal year ended

December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial

Report of the Registered Public Accounting Firm

4 unchanged sentences

Other Information.

Page 35 of 40

Directors, Executive Officers, and Corporate Governance

Directors and Executive Officers, ages and position held with us is as follows:

Secretary and Director

Johnston*****

forth below is a list of the names, ages and positions of our directors and executive officers.

Executive Officer, President, Secretary, Director, Audit Committee Member

Financial Officer

Loverock ****

Chair of Audit Committee

appointed as an officer and director effective November 7, 2014

appointed as an officer and director effective October 27, 2017

appointed as a director effective December 9, 2014

****appointed

April 22, 2019

*****appointed

on December 5, 2017

persons named above are expected to hold said offices/positions until the next annual meeting of our stockholders.

Rossi cannot be considered to be independent directors.

Steven Rossi attended from the University of Toronto from 2005 to 2007, majoring in Life Science.

He founded two companies in

2005 and 2006:

2230164 Ontario, Inc.

and Scrap my Junk Car.

Both businesses are still in operation and Mr.

Rossi is not active

in the business operations of them at this time.

Rossi established, developed and ran both of these automotive related companies

at the same time for five years.

Since founding Worksport, Mr.

Rossi has been granted one U.S.

Patent on tonneau cover design

and has filed three more U.S.

and Canadian Patent applications.

He has licensed all patents to Worksport on an exclusive basis.

Johnston CA, CPA, a graduate of the University of Western Ontario, is a partner at Toronto’s Forbes Andersen LLP, Chartered

Professional Accountants, and offers over 12 years of experience with both private and public companies.

Haber, age 47, has been involved in corporate finance and capital markets for over 18 years.

He has helped many companies navigate

the IPO/RTO process and has participated in numerous M&A and financing transactions.

Haber currently sits on the board of directors of South American Silver Corp.

(TSX:SAC) and Chinapintza Mining Corp.

Haber is a past director of High Desert Gold Corp., China Health and Diagnostics Ltd., IND Dairytech Inc., Migao Corporation.

Haber is also active in the TSX Venture Capital Pool Company program having helped found the Black Birch Capital Acquisition

series of CPCs as well as many others.

Haber started his career with Coopers & Lybrand (now PricewaterhouseCoppers LLP).

He is both a Chartered Accountant and a

Certified Public Accountant, with an Honours Bachelors of Arts Degree in Management from the University of Toronto.

was awarded his Chartered Director designation from the DeGroote School of Business in partnership with the Conference Board of

Lorenzo Rossi received a Master of Education in 1995 from the University of Toronto and a Bachelor of Arts from Laurentian University

Since 2005 he has been the Computer Science & Communications Technology Department Head at the Cardinal Carter Academy

for the Arts of the Toronto Catholic District Schools.

Lorenzo Rossi is the father of Mr.

Steven Rossi.

Loverock, CPA, CA, is a Chartered Professional Accountant with over 24 years’

experience in accounting and finance roles

in Canada, the United States and England.

Loverock has been the Chief Financial Officer and Corporate Secretary at Contagious

brief description of the background and business experience of our executive officers and directors for the past five years is

Rossi , age 35, has served as the Chief Executive Officer, President.

Secretary and Chair of the Board of the Company since

November 7, 2014 as a member of the Audit Committee since April 22, 2019.

Rossi founded Worksport Ontario, the wholly-owned

operating company of the Company, in 2011.

Prior to that, he founded two auto-related companies, 2230164 Ontario, Inc.

my Junk Car, in 2005 and 2006, respectively, and managed their respective operations for five years.

Since founding Worksport

Ontario in 2011, Mr.

Rossi has been granted 14 different patents across the United States and Canada.

He has licensed all patents

to Worksport on an exclusive basis.

Rossi attended the University of Toronto from 2005 to 2007, majoring in Life Science.

Through his prior service, Steven possesses the knowledge and experience in establishing and managing auto-related companies that

aids him in efficiently and effectively identifying and executing the Company’s strategic priorities.

As our Chief Executive

Officer, President, Chair and founder, Mr.

Rossi brings to the Board of Directors extensive knowledge of the Company’s products,

structure, history, and culture as well as years of expertise in the industry.

Johnston CA, CPA , age 40, a graduate of the University of Western Ontario, has been serving as the Chief Financial Officer

of the Company since December 5, 2017.

Johnston is a partner at Toronto’s Forbes Andersen LLP, Chartered Professional

Accountants, and offers over 12 years of experience with both private and public companies.

His responsibilities includes assisting

the Steven Rossi in developing new business, maintaining operating budgets and ensuring adequate cash flow.

Johnston was appointed

by the Board of Directors for his extensive knowledge of the Company’s products and his financial and accounting expertise.

Johnston holds a graduate degree from the University of Western Ontario.

Rossi , age 67, has been serving as a director of the Company since December 9, 2014.

Since 2005, he has been the Computer

Science & Communications Technology Department Head at the Cardinal Carter Academy for the Arts of the Toronto Catholic District

Lorenzo received a Master of Education in 1995 from the University of Toronto and a Bachelor of Arts from Laurentian

University in 1977.

Rossi’s professional experience qualifies him to serve on our Board of Directors.

Loverock, CPA, CA , age 50, has been serving as a member of the Board of the Company since April 22, 2019.

Loverock serves

as the chair of the Audit Committee.

Loverock is a licensed CPA (Chartered Professional Accountant) and received his Chartered

Accountant designation from the Institute of Chartered Accountants, Ontario in 1997, and has over 24 years’

experience in accounting

and finance roles in Canada, the United States and England.

Loverock has been the Chief Financial Officer and Corporate Secretary

at Contagious Gaming Inc.

since November 30, 2015, and currently serves as the Chief Financial Officer of Sproutly Canada, Inc.

2014 to May 2015, he served as the Chief Financial Officer of VoiceTrust Inc.

October 2014 to May 2015, he served as the Chief Financial Officer of VoiceTrust Inc.

From November 2012 to October 2014, he served as

2 unchanged sentences

Chief Financial Officer consulting services to a number of high-growth businesses.

Loverock served as the Senior Financial

Advisor to the Chairman at Magna International from August 2007 to January 2010.

Loverock received his Chartered Accountant

designation from the Institute of Chartered Accountants, Ontario in 1997.

Loverock finance and accounting experience qualifies

him to serve on our Board of Directors.

directors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until

their resignation or removal in accordance with our bylaws.

Our officers are appointed by our Board of Directors and hold office

until removed by the Board of Directors.

Relationships

Lorenzo Rossi is the father of Mr.

Steven Rossi.

There are no other family relationships between any of our directors or executive

in Legal Proceedings

our knowledge, there have been no material legal proceedings that would require disclosure under the federal securities laws that

are material to an evaluation of the ability of our director or executive officers.

of Business Conduct and Ethics

Board plans to adopt a written code of business conduct and ethics ( “Code”

) that applies to our directors,

officers and employees, including our principal executive officer, principal financial officer and principal accounting officer

or controller, or persons performing similar functions.

We intend to post on our website a current copy of the Code and all disclosures

that are required by law in regard to any amendments to, or waivers from, any provision of the Code.

Independence and Board Committees

are not currently required under the Exchange Act to maintain any committees of our Board.

listing standards require that a majority of our Board be independent within one year of our initial public offering.

An “independent

director”

is defined generally as a person other than an officer or employee of the Company or its subsidiaries or any

other individual having a relationship which in the opinion of the Company’s Board, would interfere with the director’s

exercise of independent judgment in carrying out the responsibilities of a director.

Steven Rossi, Lorenzo Rossi and Craig Loverock

serve as member of our Board of Directors.

Our Board has determined that Craig Loverock is an “independent director”

as defined in the Nasdaq listing standard and applicable SEC rules.

to Nasdaq listing rules we will establish three standing committees - an Audit Committee in compliance with Section 3(a)(58)(A)

of the Exchange Act, a Compensation Committee and a Nominating and Governance Committee, each comprised of independent directors.

Under Nasdaq Listing Rule 5615(b)(1), a company listing in connection with its initial public offering is permitted to phase in

its compliance with the independent committee requirements.

We do not intend to rely on the phase-in schedules set forth in Nasdaq

Listing Rule 5615(b)(3).

We currently have a standing Audit Committee.

Craig Loverock and Steven Rossi serve as members of our current

Audit Committee.

Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of

the Audit Committee, all of whom must be independent and financially literate, subject to certain phase-in provisions, and one

member of the Audit Committee must qualify as an “audit committee financial expert”

as defined in applicable SEC rules.

Craig Loverock meets the independent director standard under Nasdaq listing rules and under Rule 10-A-3(b)(1) of the Exchange

Act and qualifies as an “audit committee financial expert”

under the SEC rules.

Steve Rossi does not qualify as an

independent director due to this executive position with the Company.

Upon the effectiveness of the registration statement of

which this prospectus forms a part, Mr.

Rossi will resign from the Audit Committee and we will appoint two independent directors

to the Audit Committee.

will adopt an Audit Committee charter, which will detail the purpose and principal functions of the Audit Committee, including:

compensate, and oversee the work of any registered public accounting firm employed by us;

any disagreements between management and the auditor regarding financial reporting;

all auditing and non-audit services;

independent counsel, accountants, or others to advise the Audit Committee or assist in the conduct of an investigation;

any information it requires from employees-all of whom are directed to cooperate with the Audit Committee’s requests-or

external parties;

with our officers, external auditors, or outside counsel, as necessary;

that management has established and maintained processes to assure our compliance with all applicable laws, regulations and

corporate policy.

Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish

a Compensation Committee of the Board.

Under the Nasdaq listing standards and applicable SEC rules, we are required to have at

least two members of the Compensation Committee, all of whom must be independent, subject to certain phase-in provisions.

will adopt a Compensation Committee charter, which will detail the purpose and responsibility of the Compensation Committee, including:

the responsibilities of the Board relating to compensation of our directors, executive officers and key employees;

the Board in establishing appropriate incentive compensation and equity-based plans and to administer such plans;

the annual process of evaluation of the performance of our management;

such other duties and responsibilities as enumerated in and consistent with Compensation Committee’s charter.

charter will permit the committee to retain or receive advice from a compensation consultant and will outline certain requirements

to ensure the consultants independence or certain circumstances under which the consultant need not be independent.

of the date hereof, the Company has not retained such a consultant.

and Governance Committee .

Upon the effectiveness of the registration statement of which this prospectus forms a part,

we will establish a Nominating and Governance Committee of the Board that will be comprised of independent directors.

will adopt a Nominating and Governance Committee charter, which will detail the purpose and responsibilities of the Nominating

and Governance Committee, including:

the Board by identifying qualified candidates for director nominees, and to recommend to the Board of Directors the director

nominees for the next annual meeting of stockholders;

the Board in its annual review of its performance;

to the Board director nominees for each committee of the Board;

and recommend to the Board corporate governance guidelines applicable to us.

of the Board of Directors

we have an audit committee which is chaired by Mr Craig Loverock.

and Executive Compensation

the year ended December 31, 2019, Steven Rossi was paid salaries of $65,589 (2018 - $63,796)

Page 36 of 40

have no written employment agreements with any of our executive officer or key employee.

Incentive Plan

adopted the Plan on June 5, 2015.

The Plan provides for the grant of the following types of stock awards:

(i) incentive stock

options, (ii) non-statutory stock options, (iii) stock appreciation rights, (iv) restricted stock awards, (v) restricted stock

unit awards and (vi) other stock awards.

The Plan is intended to help the Company secure and retain the services of eligible award

recipients, provide incentives for such persons to exert maximum efforts for the success of the Company and any affiliate and

provide a means by which the eligible recipients may benefit from increases in value of the Common Stock.

The Board will administer

Up to 100,000,000 shares may be issued under the Plan.

No other stock options or similar instruments have been granted

to any of our officers or directors pursuant to the Plan.

its fiscal year ended December 31, 2020, the Board met from time to time informally and acted by written consent on numerous occasions.

Indemnification

7 unchanged sentences

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.

Insofar as indemnification for liabilities arising under the Securities Act 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 and is, therefore,

unenforceable.

have no written employment agreements with any of our executive officer or key employee.

Incentive Plan

July 2015, the Board of Directors and stockholders adopted the Company’s 2015 Equity Incentive Plan (the “2015

), effective as of July 5, 2015.

The 2015 Plan provides for the grant of the following types of stock awards:

incentive stock options, (ii) non-statutory stock options, (iii) stock appreciation rights, (iv) restricted stock awards, (v)

restricted stock unit awards and (vi) other stock awards.

The 2015 Plan is intended to help the Company secure and retain the

services of eligible award recipients, provide incentives for such persons to exert maximum efforts for the success of the Company

and any affiliate and provide a means by which the eligible recipients may benefit from increases in value of the common stock.

The Board will administer the 2015 Plan.

The Board reserved 100,000,000 shares of common stock issuable upon the grant of awards

under the 2015 Plan.

No awards have granted to any of our officers or directors pursuant to the 2015 Plan.

directors and executive officers, ages and position held with us is as follows:

Executive Compensation.

the year ended December 31, 2019, Steven Rossi was paid salaries of $65,589 (2018 - $63,796).

following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers

during the years ended December 31, 2020 and 2019 in all capacities for the accounts of our executives, including the principal

executive officer and principal financial officer.

Compensation Table

Name and Position

All Other Compensation

Steven Rossi, Chief Executive Officer, President and Chair of the Board

Michael Johnston, Chief Financial Officer

have no written employment agreements with any of our executive officer or key employee.

are permitted to receive fixed fees and other compensation for their services as directors.

The Board has the authority to fix

the compensation of directors.

No amounts have been paid to, or accrued to, directors in such capacity.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

following sets forth the number of shares of our $0.0001 par value common stock beneficially owned by (i) each person who, as

of May 14, 2020, 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 46,587,772 common shares were issued and outstanding as of

May 14, 2020.

and Address of Beneficial Owner (1)

of Shares Owned

Rutherford Rd

Ontario, Canada L4K 0B1

Rutherford Rd

Ontario, Canada L4K 0B1

Rutherford Rd

Ontario, Canada L4K 0B1

Rutherford Rd

Ontario, Canada L4K 0B1

Rutherford Rd

Ontario, Canada L4K 0B1

Officers and Directors as a Group

owns all issued and outstanding Series B Preferred Stock (1,000 shares).

The Series B Preferred Stock has voting rights equal

to 10,000 shares of common stock, per share of Series B Preferred.

Page 37 of 40

following table sets forth certain information regarding the beneficial ownership of our common stock as of the date of filing

annual report by (a) each stockholder who is known to us to own beneficially 5% or more of our outstanding common stock, (b) directors,

Beneficial ownership is determined according

to the rules of the SEC, and generally means that person has beneficial ownership of a security if he or she possesses sole or

shared voting or investment power of that security and includes options, Warrants and other securities convertible or exercisable

into shares of common stock, provided that such securities are currently exercisable or convertible or exercisable or convertible

within 60 days of the date hereof.

Each director or officer, as the case may be, has furnished us with information with respect

to their beneficial ownership.

Except as otherwise indicated, all persons listed below have (i) sole voting power and investment

power with respect to their common stock, except to the extent that authority is shared by spouses under applicable law, and (ii)

record and beneficial ownership with respect to their common stock.

Name and Address of Beneficial Owner(1)

Number of Shares Owned

Percentage of Ownership (2)

Steven Rossi (3)

Michael Johnston

Lorenzo Rossi

Craig Loverock

All officers and directors as a group (4 persons)

5% or more stockholders:

otherwise indicated, the address for each person is c/o Worksport, Ltd., 414-3120 Rutherford Rd, Vaughan, Ontario, Canada

on 165,052,348 shares of common stock outstanding as of April 13, 2021 plus the number of shares of common stock the

person has the right to acquire within 60 days.

Rossi also owns 1,000 Series A Preferred Shares which is entitled to 51% of the vote.

Certain Relationships and Related Transactions, and Director Independence

Rossi is the owner of U.S.

Patent #8,814,249 filed on October 26, 2012 and issued on May 1, 2014.

Worksport paid $7,718 in patent

filing expenses.

Worksport licenses this patent from Mr.

the year ended December 31, 2019, the Company recorded salaries expense of $65,589 (2018 - $63,796) related to services rendered

to the Company by its major shareholder and CEO.

as disclosed herein, no director, executive officer, stockholder holding at least 5% of shares of our common stock, or any family

member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction in which the amount

involved in the transaction exceeds the lesser of $120,000 or one percent (1%) of the average of our total assets at the year-end

for the last two completed fiscal years.

with Related Persons

the year ended December 31, 2019 and 2020, the Company recorded salaries expense of $65,589 and $87,030, respectively, related

to services rendered to the Company by its major stockholder and CEO.

Company is not aware of any agreements or understandings by a person or group of persons that could be construed as a controlling

board of directors consists of Messrs.

Rossi, Haber, and Rossi.

The board considers all relevant facts and circumstances in its

determination of independence of all members of the board (including any relationships set forth in this prospectus under the

heading "Certain Related Person Transactions).

After review of the Directors by the Board, and specifically by the Chairman

of the Board, it has been determined that no board members are considered independent.

The Company uses the term "independent"

as described by NASDAQ.

listing standards require that a majority of our Board be independent within one year of our initial public offering.

director”

is defined generally as a person other than an officer or employee of the Company or its subsidiaries or any other

individual having a relationship which in the opinion of the Company’s Board, would interfere with the director’s

exercise of independent judgment in carrying out the responsibilities of a director.

Steven Rossi, Lorenzo Rossi and Craig Loverock

serve as member of our Board of Directors.

Our Board has determined that Craig Loverock is an “independent director”

as defined in the Nasdaq listing standard and applicable SEC rules.

Steven Rossi and Lorenzo Rossi do not qualify as independent

We currently have a standing Audit Committee.

Craig Loverock and Steven Rossi serve as members of our current

Audit Committee.

Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of

the Audit Committee, all of whom must be independent and financially literate, subject to certain phase-in provisions, and one

member of the Audit Committee must qualify as an “audit committee financial expert”

as defined in applicable SEC rules.

Craig Loverock meets the independent director standard under Nasdaq listing rules and under Rule 10-A-3(b)(1) of the Exchange

Act and qualifies as an “audit committee financial expert”

under the SEC rules.

Steve Rossi does not qualify as an

independent director due to this executive position with the Company.

Upon the effectiveness of the registration statement of

which this prospectus forms a part, Mr.

Rossi will resign from the Audit Committee and we will appoint two independent directors

to the Audit Committee.

We do not currently have a Compensation Committee but we intend to establish one in the near future.

and Governance Committee .

We do not currently have a Nominating and Governance Committee but we intend to establish one

in the near future.

Person Transaction Policy

have not had a formal policy regarding approval of transactions with related parties.

We expect to adopt a related person transaction

policy that sets forth our procedures for the identification, review, consideration and approval or ratification of related person

transactions.

For purposes of our policy only, a related person transaction is a transaction, arrangement or relationship, or

any series of similar transactions, arrangements or relationships, in which we and any related person are, were or will be participants

in which the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year end.

involving compensation for services provided to us as an employee or director are not covered by this policy.

A related person

is any executive officer, director or beneficial owner of more than 5% of any class of our voting securities, including any of

their immediate family members and any entity owned or controlled by such persons.

the policy, if a transaction has been identified as a related person transaction, including any transaction that was not a related

person transaction when originally consummated or any transaction that was not initially identified as a related person transaction

prior to consummation, our management must present information regarding the related person transaction to our Audit Committee,

or, if Audit Committee approval would be inappropriate, to another independent body of our Board of Directors, for review, consideration

and approval or ratification.

The presentation must include a description of, among other things, the material facts, the interests,

direct and indirect, of the related persons, the benefits to us of the transaction and whether the transaction is on terms that

are comparable to the terms available to or from, as the case may be, an unrelated third party or to or from employees generally.

Under the policy, we will collect information that we deem reasonably necessary from each director, executive officer and, to

the extent feasible, significant stockholder to enable us to identify any existing or potential related person transactions and

to effectuate the terms of the policy.

In addition, under our code of business conduct and ethics, our employees and directors

will have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give

rise to a conflict of interest.

In considering related person transactions, our Audit Committee, or other independent body of

our Board of Directors, will take into account the relevant available facts and circumstances including, but not limited to:

risks, costs and benefits to us;

impact on a director’s independence in the event that the related person is a director, immediate family member of a

director or an entity with which a director is affiliated;

availability of other sources for comparable services or products;

terms available to or from, as the case may be, unrelated third parties or to or from employees generally.

policy requires that, in determining whether to approve, ratify or reject a related person transaction, our Audit Committee, or

other independent body of our Board of Directors, must consider, in light of known circumstances, whether the transaction is in,

or is not inconsistent with, our best interests and those of our stockholders, as our Audit Committee, or other independent body

of our Board of Directors, determines in the good faith exercise of its discretion.

Principal Accounting Fees and Services.

independent auditor, Haynie & Company billed an aggregate of $84,287 and $38,200 for the fiscal years ended December 31, 2019

and December 31, 2018, respectively, for professional services rendered for the audit of our annual financial statements and review

of the financial statements included in our quarterly reports.

have an audit committee chaired by Craig Loverock, who was appointed on April 2, 2019.

The audit committee performs the duties

of evaluating the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services.

Page 38 of 40

the years ended December 31, 2020 and 2019, Haynie & Company served as our independent registered public accounting firm.

following table sets forth the aggregate fees paid or accrued for professional services rendered by our independent accountants

for the audit of our annual consolidated financial statements for the years ended December 31, 2020 and 2019, and the aggregate

fees paid or accrued for audit-related services and all other services rendered by our independent accountants for those years.

category of “Audit fees”

includes fees for our annual audit, quarterly reviews of our 10-Q reports, and services rendered

in connection with statutory or regulatory filings with the SEC.

“Tax fees”

include fees incurred in the review and

preparation of our annual income tax filings.

audit committee, chaired by Craig Loverock, performs the duties of evaluating the scope and cost of the engagement of an auditor

before the auditor renders audit and non-audit services.

Exhibits, Financial Statement Schedules.

following exhibits required by Item 601 to be filed herewith are incorporated by reference to previously filed documents:

We have filed the financial statements listed under Item 8 of this annual report.

The table below sets forth the exhibits we have filed or furnished to this annual report as required by Item 601 of Regulation

Articles of Incorporation (1)

Certificate of Designation Series A Preferred Stock

Articles of Merger of TMAN Global.com, Inc.

and Franchise Holdings International, Inc.

Definitive Share Exchange Agreement, dated as of December 16 2014, by and among the Company, Steven Rossi and Worksport, Ltd.

Description of Securities

Broker-Dealer Agreement,, dated September 15, 2020, between Worksport, Ltd.

and Dalmore Group, LLC (3)

Patent License Agreement, dated November 26, 2014 (4)

Corporate Advisory Services Agreement by and between Worksport, Ltd.

Corporate Advisory Services Agreement between Worksport, Ltd.

and Belair Capital Partners, Inc., dated May 1, 2014 (4)

1 unchanged sentence

Shipping Agreement with United Parcel Service (UPS), dated March 31, 2014 (4)

Warehousing and Shipping with JBF Express dated June 24, 2013 (3)

Warehousing and Shipping with JBF Express, dated July 24, 2013 (4)

Continuous Importation Bond with Globe Express Services (4)

Business Services Agreement, by and between 1369781and FNHI, dated June 1, 2015 (4)

Business Services Agreement, by and between 2224342and FNHI, dated June 23, 2015 (4)

Services Agreement, by and between Marcheseand FNHI, dated June 3, 2015 (4)

Services Agreement, by and between JAAMand FNHI, dated June 8, 2015 (4)

Subsidiaries-

Worksport, Ltd.

Certification

of CEO/CFO pursuant to Sec.

Certification

of CEO/CFO pursuant to Sec.

Business Services Agreement, between 1369781 and Worksport, Ltd, dated July 1, 2015 (5)

Business Services Agreement, between 2224342 and Worksport, Ltd, dated July 23, 2015 (5)

Services Agreement, between Marchese and Worksport, Ltd., dated July 3, 2015 (5)

Services Agreement, between JAAM and Worksport, Ltd, dated July 15, 2015 (5)

Software as a Service Agreement, dated September 16, 2020, between Worksport, Ltd.

and Novation Solutions Inc.

Subsidiaries of the Registrant

Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Rule 13a-14(a) or 15d-14(a) Certification of Principal Financial Officer of the Registrant

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.

1350 as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Instance Document

4 unchanged sentences

Taxonomy Extension Presentation Linkbase Document

Filed as an exhibit to the registrant’s Form 10-KSB, filed October 13, 1999 and incorporated by reference herein.

Filed as an exhibit to the registrant’s Form 10-Q, filed April 24, 2009 and incorporated by reference herein.

Filed as an exhibit to the registrant’s Form 8-K, filed on December 17, 2014 and incorporated by reference herein.

Filed as an exhibit to the registrant’s Form S-1, filed on July 21, 2015 and incorporated by reference herein.

Page 39 of 40

as an exhibit to the Registrant’s Form 10-KSB, filed October 13, 1999 and incorporated by reference herein.

as an exhibit to the Registrant’s Form 10-Q, filed April 24, 2009 and incorporated by reference herein.

as an exhibit to the Registrant’s Form 1-A, filed on July 15, 2020 and incorporated by reference herein.

as an exhibit to the Registrant’s Form 8-K, filed on December 17, 2014 and incorporated by reference herein.

as an exhibit to the Registrant’s Form S-1, filed on July 21, 2015 and incorporated by reference herein.

Form 10-K Summary.

to the requirements of Section13 or 15(d) 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.

April 13, 2021

and Chief Executive Officer

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.

April 13, 2021

Michael Johnston

Financial and Accounting Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

Executive Officer, President, Secretary and Director

Executive Officer)

Michael Johnston

Financial Officer

Financial Officer and Principal Accounting Officer)

Lorenzo Rossi

Page 40 of 40

Craig Loverock

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures