What changed in this filing

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Item 9A. Controls and Procedures

2022-03-31 compared with 2021-04-13 · 564 added, 355 removed, 74 unchanged (93% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures.

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 year 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 years 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.

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 years presented.

Management’s

maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Disclosure controls

and procedures are controls and other procedures designed to ensure that the information required to be disclosed by us in the reports

that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the

SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure

that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated

to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions

regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls

and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired

control objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls

and procedures.

on our management’s evaluation (with the participation of the individuals serving as our principal executive officer and principal

financial officer) of our disclosure controls and procedures as required by Rules 13a-15 and 15d-15 under the Exchange Act, each of the

individuals serving as our principal executive officer and principal financial officer has concluded that our disclosure controls and

procedures were not effective at the reasonable assurance level as of December 31, 2021, the end of the period covered by this report.

Report on Internal Control over Financial Reporting.

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.

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

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 weaknesses.

of December 31, 2020, we did not maintain effective controls over the control environment.

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 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, 2020, based on the criteria established in “Internal Control-Integrated Framework”

management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f)

and 15d-15(f) of the Exchange Act).

Internal control over financial reporting is a process designed under the supervision and with the

participation of our management, including the individuals serving as our principal executive officer and principal financial officer,

to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external

purposes in accordance with accounting principles generally accepted in the United States of America.

material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a

reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a

timely basis.

conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth by the

Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013 Framework).

this assessment, our management concluded that, as of December 31, 2021, our internal control over financial reporting was not effective

based on those criteria due to material weaknesses in our internal control over financial reporting described below.

Weakness in Internal Control over Financial Reporting

did not design written policies and procedures at a sufficient level of precision to support the operating effectiveness of the controls

to prevent and detect potential errors.

We also did not maintain adequate documentation to evidence the operating effectiveness of certain

control activities.

Lastly, we did not maintain appropriate access to certain systems and did not maintain appropriate segregation of

duties related to processes associated within those systems.

control deficiencies resulted in several immaterial misstatements to the preliminary financial statements that were corrected and/or

deemed immaterial in the aggregate prior to issuance of the financial statements.

These control deficiencies create a reasonable possibility

that a material misstatement to the financial statements will not be prevented or detected on a timely basis, and there we concluded

that the deficiencies represent material weaknesses in our internal control over financial reporting and our internal control over financial

reporting was not effective as of December 31, 2021.

the year ended December 31, 2021, we continued to enhance our internal control over financial reporting in an effort to remediate the

material weaknesses described above.

remediation process includes, but not limited to:

in IT systems to enhance our operational and financial reporting and internal controls.

the organizational structure to support financial reporting processes and internal controls.

guidance, education and training to employees relating to our accounting policies and procedures.

developing and documenting detailed policies and procedures regarding business processes for significant accounts, critical accounting

policies and critical accounting estimates.

effective general controls over IT systems to ensure that information produced can be relied upon by process level controls is relevant

and reliable.

expect to remediate these material weaknesses in the first half of 2022.

However, we may discover additional material weaknesses that

may require additional time and resources to remediate.

Report on Internal Control over Financial Reporting.

Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to the deferral

allowed under the Jobs Act for emerging growth companies.

in 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

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.

than with respect to the remediation efforts discussed above, there was no change in our internal control over financial reporting that

occurred during the fourth quarter of 2021 that has materially affected, or is reasonably likely to materially affect, our internal control

over financial reporting.

Although we have altered some work routines due to the COVID-19 pandemic, the changes in our work environment,

including remote work arrangements, have not materially impacted our internal controls over financial reporting and have not adversely

affected the Company’s ability to maintain operations.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

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

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

or Executive Officer Since:

Executive Officer, President, Secretary,Chair of the Board of Directors

(Principal Executive Officer)

Financial Officer

Chair of Audit Committee

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.

Financial and Accounting Officer)

Audit Committee Chair

Compensation Committee Chair

Nominating and Corporate Governance Chair

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

Rossi has served as the Chief Executive Officer, President.

Secretary and Chair of the Board of Directors of the Company since November

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.

and Scrap 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

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 experiences, 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.

Executive Officer, President, Chair and founder, Mr.

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

history, and culture as well as years of expertise in the industry and is qualified to be a member of the Company’s Board of Directors.

Johnston CPA, CA , 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 include assisting the Steven Rossi in developing new business, maintaining operating budgets

and ensuring adequate cash flow.

Johnston was appointed by the Board 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.

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

From November 2012 to October 2014, he served as

the Chief Financial Officer and Chief Compliance officer of Quartz Capital Group Ltd.

From January 2010 to November 2012, he provided

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

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.

Rossi 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 Schools.

Lorenzo received a Master

of Education in 1995 from the University of Toronto and a Bachelor of Arts from Laurentian University in 1977.

The Board believes that

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

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

Loverock has also served as

the Chair of the Audit Committee since April 22, 2019.

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,

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

From November 2012 to October 2014, he

served as the Chief Financial Officer and Chief Compliance officer of Quartz Capital Group Ltd.

Board believes that Mr.

Loverock’s vast professional experience, education, and professional credentials qualify him to serve as

a member of the Company’s Board of Directors, and as a member of the Board’s committees.

Caragol was appointed a director June 30, 2021.

Caragol is the Chief Financial Officer of Mainz Biomed, N.V.

since July of 2021.

From 2018 to the present, Mr.

Caragol has also been Managing Director of Quidem LLC, a corporate advisory firm.

Caragol has been Chairman of the Board of Thermomedics, Inc., a medical diagnostic equipment company.

Caragol, since February

2021, is also on the Board of Directors and is Chairman of the Audit Committee of Greenbox POS (NASDAQ:

GBOX) and from 2012 to 2018,

Caragol was Chairman and CEO of PositiveID, a holding company that was publicly traded that had a portfolio of products in the fields

of bio detection systems, molecular diagnostics, and diabetes management products.

Caragol earned a B.S.

in business administration

and accounting from Washington & Lee University and is a member of the American Institute of Certified Public Accountants.

believes that Mr.

Caragol’s vast experience as a member of severally publicly traded companies’ board of directors, his education,

and professional credentials qualify him to serve as a member of the Company’s Board Directors, and as a member of the Board’s

Siegel was appointed a director June 30, 2021.

Ambassador Seigel is the President of The Siegel Group, a multi-disciplined

international business management advisory firm he founded in 1997 in Boca Raton, Florida, specializing in real estate, energy, utilities,

infrastructure, financial services, oil & gas and cyber & secure technology.

Ambassador Siegel has served since 2013 as Of

Counsel to the law firm of Wildes & Weinberg, P.C.

From October 2007 until January 2009, he served as the United States Ambassador

to the Commonwealth of The Bahamas.

Prior to his Ambassadorship, in 2006, he served with Ambassador John R.

Bolton at the United Nations

in New York, as the Senior Advisor to the U.S.

Mission and as the United States Representative to the 61st Session of the United Nations

General Assembly.

From 2003 to 2007, Mr.

Ambassador Siegel served on the Board of Directors of the Overseas Private Investment Corporation

(OPIC), which was established to help U.S.

businesses invest overseas, fostering economic development in new and emerging markets, complementing

the private sector in managing the risk associated with foreign direct investment and supporting U.S.

foreign policy.

Appointed by Governor

Jeb Bush, Mr.

Ambassador Siegel served as a Member of the Board of Directors of Enterprise Florida, Inc.

(EFI) from 1999-2004.

the state of Florida’s primary organization promoting statewide economic development through its public-private partnership.

Siegel presently serves on the Board of Directors of the following companies:

CIM City, U.S.

Medical Glove Company, Global Supply Team,

Moveo, LLC and the Caribbean Israel Leadership Coalition (CILC), Caribbean Israel Venture Services, Inc.

He also presently serves on

the following Advisory Boards:

Usecrypt, Brand Labs International (BLI), Elminda Ltd., Findings, and Sol Chip Ltd and Maridose, LLC.

Siegel received a B.A.

from the University of Connecticut in 1973 and J.D.

from the Dickinson School of Law in 1976.

In December 2014,

he received an honorary degree of Doctor of Business Administration from the University of South Carolina.

Board believes that Mr.

Ambassador Siegel’s vast professional experience, education, and professional credentials qualify him to

serve as a member of the Company’s Board Directors, and as a member of the Board’s

following members comprise our Advisory Board:

Behar joined the Company’s Advisory Board on October 7, 2021.

As Founder of The Behar Group, Yosi Behar has been an active

real estate representative and broker in Ontario, Canada for over 40 years with overwhelming success.

He has coordinated and completed

numerous transactions for such companies as Bell Canada, Runnymede Development Corporation Limited, Imperial Oil, Sun Life Assurance

Company of Canada, Tribute Homes, Royop Corporation, Petro-Canada, Royal Bank of Canada, The Bank of Montreal, Liberty Developments,

Minuk Construction, and Metrus Development.

His current mandates include acting as real estate advisor for Volvo Canada, Volkswagen,

Land Rover/Jaguar, Lexus/Toyota, Honda/Acura, Hyundai, Mazda, BMW, Mercedes-Benz, Subaru, Kia, Mitsubishi, Ford, General Motors, Chrysler,

He prides himself on his impeccable reputation for service, integrity, perseverance, and loyalty to his valued clientele.

Ahn joined the Company’s Advisory Board on June 30, 2021.

Sengkee Ahn has almost three decades of experience advising and working

with some of the wealthiest organizations and individuals in Canada.

He currently serves as Managing Director at a large Canadian Chartered

Previously, Mr.

Ahn was the CFO for one of the largest alternative nicotine companies in North America and, before that, was Senior

Vice President of Corporate Development for a large cannabis company in Southwestern Ontario.

He spent over 20 years at RBC and CIBC,

holding various senior positions in wealth management, Capital Markets, and Commercial Banking.

Timmons joined the Company’s Advisory Board on June 30, 2021.

Mike Timmons is The Executive Vice President for AXC., a high-end

truck accessory brand focused on providing the finest thermal formed products manufactured in the USA.

Previously, Mike Timmons was VP

of Jeep & Off-Road for Truck Hero, Inc, leading brands like Rugged Ridge and Omix-ADA where he developed & oversaw core business

practices that improved branding and new product development approaches.

DiNanno joined the Company’s Advisory Board on February 17, 2022.

Thomas DiNanno has held several key U.S.

Government positions

with focuses in areas of national security and infrastructure.

His experience and expertise are intended to influence the Company’s

ongoing efforts in the government sector.

DiNanno is a contributing advisor to Hudson Institute, a 501(c)(3) organization that guides

public policy makers and global leaders in government and business through publications, conferences, policy briefings, and recommendations.

Prior to joining Hudson Institute, he served as a professional staff member on the House Permanent Select Committee on Intelligence as

well as acting Assistant Secretary of State of the Arms Control, Verification and Compliance Bureau from 2018-2021.

DiNanno has served

in several key government capacities, including Assistant Administrator for the Department of Homeland Security’s Federal Emergency

Management Agency (FEMA), where he oversaw National Preparedness initiatives and grants focused on counterterrorism.

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.

of our advisory board do not have any voting power and serve at the pleasure of the Board.

Relationships

Lorenzo Rossi is the father of Mr.

Steven Rossi.

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

Rossi and Steven Rossi are father and son.

Other than the foregoing, there are no other family relationships between any of our directors

or executive officers.

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.

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.

Board has adopted 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.

Our investor webpage, investworksport.com, displays 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

“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).

Steven Rossi, Lorenzo Rossi, Craig Loverock, William

Caragol and Ned L.

Siegel serve as members of our Board of Directors.

Our Board has determined that Craig Loverock, William Caragol and

Siegel are “independent directors” as defined in the Nasdaq listing rules and under Rule 10-A-3(b)(1) of the Exchange

Act and applicable SEC rules.

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:

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, and one member

of the Audit Committee must qualify as an “audit committee financial expert” as defined in applicable SEC rules.

Craig Loverock, William Caragol and Ned L.

Siegel serve as members of our Audit Committee.

Loverock serves as the Audit Committee

Craig Loverock qualifies as an “audit committee financial expert” under the SEC rules.

have adopted an Audit Committee charter, which details the purpose and principal functions of the Audit Committee, including:

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

2 unchanged sentences

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;

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

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:

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

We have a standing Compensation Committee.

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.

William Caragol, Craig Loverock and Ned

Siegel serve as members of or Compensation Committee.

Caragol serves as the Compensation Committee Chairman.

have adopted a Compensation Committee charter, which details 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;

1 unchanged sentence

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.

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

Compensation Committee charter permits the committee to retain or receive advice from a compensation consultant and outlines certain

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

as 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;

We have a standing Nominating and Corporate Governance Committee.

Craig Loverock, William Caragol and

Siegel serves as members of the Nominating and Corporate Governance.

Siegel serves as the Nominating and Corporate Governance

Committee Chairman.

have adopted a Nominating and Governance Committee charter, which details 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;

6 unchanged sentences

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.

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.

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 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

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.

Incentive Plans

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

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:

(i) incentive stock options,

(ii) nonstatutory 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 reserved 500,000 shares of Common Stock issuable upon the grant of awards under the 2015 Plan.

to the 2015 Plan, a Stock Option for 30,000 shares was granted to each Craig Loverock, Ned L.

Siegel, and William Caragol on December

March 31, 2021, the Board of Directors and majority stockholder adopted the Company’s 2021 Equity Incentive Plan (the “2021

The 2021 Plan provides for the grant of the following types of stock awards:

(i) incentive stock options, (ii) nonstatutory

stock options, (iii) stock appreciation rights, (iv) restricted stock awards, (v) restricted stock unit awards and (vi) other stock awards.

The 2021 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 reserved 1,250,000 shares of Common Stock issuable upon the grant of awards under the 2021 Plan.

Pursuant to the

2021 Plan, 15,000 Stock Option shares and 15,000 RSUs were granted to each Craig Loverock, Ned L.

Siegel, and William Caragol, on August

6 th and September 6 th , respectively.

An additional 100,000 Stock Option shares were granted to Steven Rossi on

August 6 th , pursuant to the 2021 Plan.

Worksport has filed an S-8 with the SEC to allow this and future compensation.

EXECUTIVE COMPENSATION

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.

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, 2021 and 2020 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.

Other Compensation

Rossi, Chief Executive Officer,

and Chair of the Board

Johnston, Chief Financial Officer

entered into an employment agreement with Steve Rossi, our Chief Executive Officer effective May 10, 2021 (the “Employment Agreement”).

term of the Employment Agreement commenced on May 10, 2021 (the “Effective Date”) and continues until the fifth (5 th )

anniversary thereof (the “Initial Term”), unless terminated earlier pursuant to the terms of the Employment Agreement;

that, on such fifth (5 th ) anniversary of the Effective Date and each third annual anniversary thereafter (such date and each

annual anniversary thereof, a “Renewal Date”), the Employment Agreement will be automatically renewed, upon the same terms

and conditions, for successive periods of three (3) years (each, a “Renewal Term”), unless either party provides written

notice of its intention not to extend the term of the Agreement at least 90 days prior to the applicable Renewal Date.

Rossi’s annual base salary will be $300,000 (“Base Salary”) and Mr.

Rossi shall be entitled to annual bonus (“Bonus”)

equal to 50% of his Base Salary, provided that certain performance goals are met.

The performance goals will be established on an annual

basis by the Compensation Committee of the Board of Directors of the Company.

Employment Agreement may be terminated by the Company with or without “Cause” (as defined below) or by the Executive with

or without “Good Reason” (as defined below).

term “Cause” includes discharge by Company on account of the occurrence of one or more of the following events:

continued refusal or failure to perform (other than by reason of Disability) Executive’s material duties and responsibilities

to the Company;

material breach of the Employment Agreement;

intentional and material breach of the Confidential Information, Assignment of Intellectual Property and Restricted Activities sections

of the Employment Agreement;

grossly negligent or unlawful misconduct by Executive which causes material harm to the Company or its reputation;

conduct engaged in that is materially detrimental to the business or reputation of the Company;

Company is directed in writing by regulatory or governmental authorities to terminate the employment of Executive or Executive engages

in activities that (i) are not approved or authorized by the Board, and (ii) cause actions to be taken by regulatory or governmental

authorities that have a material adverse effect on the Company;

conviction, plea of guilty, or plea of nolo contendere by Executive, of or with respect to a criminal offense which is a felony or

other crime involving dishonesty, disloyalty, fraud, embezzlement, theft or similar action(s) (including, without limitation, acceptance

of bribes, kickbacks or self-dealing), or the material breach of Executive’s fiduciary duties with respect to the Company.

term “Good Reason” generally includes a reduction in the Base Salary, a reduction in job title, position or responsibility,

a material breach by the Company of the Employment Agreement, or a material relocation in worksite.

the event the Employment Agreement is terminated by the Company other than for Cause or by Mr.

Rossi for Good Reason, Mr.

receive an amount equal to his Base Salary at the rate in effect as of the date immediately preceding such termination until the earlier

of (i) the expiration date of the Term or (ii) the first anniversary of the date of termination;

provided that if the date of termination

is after the first anniversary of the Effective Date, Mr.

Rossi will receive the Base Salary and accrued benefits for 18 months following

the effective date of termination.

The Rossi shall also be entitled to receive earned but not paid Bonuses and any pro rata portion of

the amount of Executive’s Bonus for the year in which termination occurs that would have been payable based on actual performance

determined under the terms of the Bonus as then in effect for such year, and expenses incurred through the date of termination and any

other benefits accrued but not paid.

Notwithstanding the foregoing, Mr.

Rossi’s right to receive any unearned compensation is conditioned

Rossi execution and delivery to the Company a general release of claims.

the date of termination for Good Reason is after the end of a calendar year but prior to such time as Mr.

Rossi’s Bonus, if any,

is paid, then Mr.

Rossi will receive a Bonus as determined by the Compensation Committee prorated for the time of employment during such

year of termination.

Rossi has the right under the Employment Agreement to terminate his employment for other than Good Reason upon 30 days’ written

notice to the Company.

Rossi terminates the Employment Agreement for other than Good Reason, Mr.

Rossi will receive an amount

equal to his base salary, earned but not paid plus expenses incurred through the date of termination and any other benefits accrued but

a Change in Control (as defined below) occurs and Mr.

Rossi’s employment is terminated by the Company for any reason other than

Cause or disability or Mr.

Rossi terminates for Good Reason, Mr.

Rossi will receive a non-prorated severance equal to two times his Base

Salary and Bonus for the year of termination and all vested and accrued benefits up to the date of termination.

Rossi holds any

non-vested option awards at the date of termination in connection with a Change in Control, all options not vested will vest and become

exercisable until the earlier of three (3) years following termination or the expiration of the options as granted.

any restricted securities at the date of termination in connection with a Change in Control, all restrictions will lapse and all such

securities will be unrestricted, vested and immediately payable.

Rossi’s performance-based goals will also be deemed

met in connection with termination by Change in Control in calculating bonus and other awards.

term “Change in Control” generally means a transaction that occurs whereby more than 50% of the Company’s voting power

is acquired by a third party, the consummation involving the Company of a merger, consolidation, reorganization or business combination

or the sale of substantially all of the Company’s assets to a third party.

to the clawback provisions of the Employment Agreement, any amounts payable under the Employment Agreement are subject to any policy

(whether in existence as of the Effective Date or later adopted) established by the Company providing for clawback or recovery of amounts

that were paid to Mr.

The Company will make any determination for clawback or recovery in its sole discretion and in accordance

with any applicable law or regulation.

Employment Agreement provides that the Company shall indemnify M.

Rossi to the fullest extent permitted by law for all amounts (including,

without limitation, judgments, fines, settlement payments, expenses and reasonable out-of-pocket attorneys’ fees) incurred or paid

by Executive in connection with any action, suit, investigation or proceeding, or threatened action, suit, investigation or proceeding,

arising out of or relating to the performance by Executive of services for, or the acting by Executive as a director, officer or Executive

of, Company, or any subsidiary of the Company.

addition to the foregoing, pursuant to the terms of the Employment Agreement, Mr.

Rossi amended the Company’s Series A Preferred

Stock Certificate of Designation to eliminate his right convert such his Series A Preferred Stock into 51% of the outstanding Common

Stock of the Company.

In consideration for Mr.

Rossi agreeing to terminate his conversion rights, the Company issued Mr.

Rossi an aggregate

of 1,717,535 unregistered shares of Common Stock.

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.

The Board has the authority to fix the compensation

of directors.

During 2021 Steven Rossi,

Craig Loverock, Bill Caragol, Ned L.

Siegel were compensated for their services.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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.

following table sets forth certain information regarding the beneficial ownership of our Common Stock as of the date of this report by

(a) each stockholder who is known to us to beneficially own 5% or more of our Common Stock, (b) directors, (c) our executive officers,

and (d) all executive officers and directors as a group.

Beneficial ownership is determined according to the SEC rules, 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

Number of Shares of Common Stock Beneficially Owned

Percentage of Common Stock Beneficially Owned (2)

Directors and Executive Officers:

Steven Rossi (3) —CEO, President, and Chairman

Michael Johnston —CFO

Lorenzo Rossi —Director

Craig Loverock —Director

William Caragol —Director

Siegel —Director

All officers and directors as a group (6 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.

Prasad Bikkani (4)

AI Media Data LLC (5)

Leonite Fund I, LP (6)

Unless otherwise indicated, the address for each person is c/o Worksport Ltd., 414-3120 Rutherford Rd, Vaughan, Ontario, Canada L4K 0B1.

Based on 16,961,245 shares of Common Stock outstanding as of the date of this report.

Rossi also owns 100 shares of Series A Preferred Stock entitling him to 51% of the voting power of the corporation.

See “Description

of Securities–Series A Preferred Stock.”

Includes (i) 315,490 shares of Common Stock and 730,980 shares of Common Stock issuable upon the exercise of vested warrants held by

Equity Trust Company, an entity of which Mr.

Bikkani has voting and dispositive control, and (ii) 750,000 shares of Common Stock issuable

upon the exercise of vested warrants held by Mr.

Bikkani’s wife.

The address for Mr.

Bikkani is 3043 Forest Lake Dr.

Includes (i) 250,000 Restricted shares of Common Stock and 600,000 shares of Common Stock issuable upon the exercise of vested warrants,

and (ii) 700,000 vested RSUs and 100,000 shares of Common Stock issuable upon the exercise of vested stock options held by AI Media Data

LLC, an entity of which Mr.

Wesley Van De Wiel is the control person.

The address for Mr.

Van De Wiel is Borodinstraat 164,5011 HE Tilburg,

Noord Brabant -The Netherlands.

Includes 1,000,000 shares of Common Stock issuable upon the exercise of vested warrants.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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.

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 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

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.

the year ended December 31, 2021, the Company recorded salaries expense of $410,573 (2020 - $64,903) related to services rendered to

the Company by its CEO.

During the same period the Company recorded salaries expense of $125,707 to an officer of the Company and

the year ended December 31, 2021, the Company’s CEO paid expenses on behalf of the Company of $12,154 (2020 - repayment

As of December 31, 2021, the Company has payable of $35,547 (2020 - $23,393) owed to the Company’s CEO.

the year ended December 31, 2021, the Company paid a director of the Company $50,000 for services rendered from 2015 to 2020.

the year ended December 31, 2021, the Company paid $59,203 for consulting services relating to negotiations with manufacturers,

to a U.S.-based corporation which the Company’s CEO and director is also a stockholder.

Rossi owns 100% of the outstanding shares of Series A Preferred Stock of the Company.

The shares of Series A Preferred Stock collectively

has 51% voting power of the outstanding securities of the Company which thereby renders Mr.

Rossi the ability to terminate and vote for

members of our Board of Directors.

The Company is not aware of any other agreements or understandings by a person or group of persons

that could be construed as a controlling person.

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:

our 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;

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.

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.

“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, Craig Loverock, William

Caragol and Ned L.

Siegel serve as members of our Board of Directors.

Our Board has determined that Craig Loverock, William Caragol and

Siegel are “independent directors” as defined in the Nasdaq listing rules and under Rule 10-A-3(b)(1) of the Exchange

Act and applicable SEC rules.

PRINCIPAL ACCOUNTING FEES AND SERVICES

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.

independent auditor, Haynie & Company billed an aggregate of $121,630 and $60,556 for the fiscal years ended December 31,

2021 and December 31, 2020, respectively, for professional services rendered for the audit of our annual financial statements and review

of the financial statements included in our quarterly reports.

the year ended December 31, 2021 and 2020, we engaged Haynie & Company as our independent registered accounting firm.

years ended December 31, 2021 and 2020, we incurred fees, as discussed below:

Fiscal Year Ended December 31,

Audit-Related Fees (1)

incurred in conjunction with consents for various registration statements filed during years.

fees consist of fees related to professional services rendered in connection with the audit of our annual financial statements.

fees relate to professional services rendered in connection with the review of the quarterly financial statements.

policy is to pre-approve all audit and permissible non-audit services performed by the independent accountants.

These services may include

audit services, audit-related services, tax services and other services.

Under our Audit Committee’s policy, pre-approval is generally

provided for particular services or categories of services, including planned services, project-based services and routine consultations.

In addition, the Audit Committee may also pre-approve particular services on a case-by-case basis.

Our Audit Committee approved all services

that our independent accountants provided to us in the past two fiscal years.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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

following documents are filed as part of this Annual Report on Form 10-K:

Form of Amended and Restated Articles of Incorporation of Worksport Ltd.

filed with the Nevada Secretary of State on May 7, 2021 (8)

Amended and Restated Certificate of Designation of the Series A Preferred Stock filed with the Nevada Secretary of State on March 20, 2019 (8)

Series B Preferred Stock Certificate of Designation filed with the Nevada Secretary of State on May 18, 2020 (8)

Form of Amendment to the Amended and Restated Certificate of Designation of the Series A Preferred Stock filed with the Nevada Secretary of State on May 7, 2020 (8)

Amendment to the Amended and Restated Articles of Incorporation filed May 21, 2021 effecting the 1-for-20 Reverse Stock Split.

Amended and Restated Bylaws adopted on March 31, 2021 (8)

Articles of Merger of TMAN Global.com, Inc.

and Franchise Holdings International, Inc.

Description of Securities

Form of Warrant Agent Agreement and Form of Warrant (10)

Form of Representative Warrant (11)

Form of Common Stock Purchase Warrant used in 2021 Private Placement (11)

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

13 unchanged sentences

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.

(o/a DealMaker) (6)

Employment Agreement, dated May 10, 2021, between Worksport Ltd.

and Steve Rossi (7)

2015 Equity Incentive Plan (10)

Lease Agreement, dated April 16, 2021, between Worksport Ltd.

and Majorcon Holdings, Inc.

re 7299 East Danbro Crescent (10)

Lease Agreement, dated April 30, 2018, between Worksport Ltd.

Developments Limited re 41 Courtland Avenue (10)

Form of Subscription Agreement for 2021 Private Placement (11)

Code of Ethics (9)

Certification of Principal Executive Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer furnished pursuant to 18 U.S.C.

§ 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Instance Document

Taxonomy Extension Schema Document

Taxonomy Extension Calculation Linkbase Document

Taxonomy Extension Definition Linkbase Document

Taxonomy Extension Label Linkbase Document

Taxonomy Extension Presentation Linkbase Document

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.

Certification of Chief Financial Officer furnished pursuant to 18 U.S.C.

§ 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

compensatory plan.

as an exhibit to the Company’s Form 10-Q filed April 24, 2009,.

as an exhibit to the Company’s Form 1-A filed on July 15, 2020.

as an exhibit to the Company’s Form 8-K filed on December 17, 2014.

as an exhibit to the Company’s Form S-1 filed on July 21, 2015

as an exhibit to the Company’s Form 1-A/A filed on September 10, 2020

as an exhibit to the Company’s Form 1-A/A filed on September 29, 2020

as an exhibit to the Company’s Form 8-K filed on May 12, 2021.

as an exhibit to the Company’s Registration Statement on Form S-1 filed on May 14, 2021.

as an exhibit to the Company’s Form 8-K filed July 2, 2021.

as an exhibit to the Company’s Registration Statement on Form S-1/A filed on July 8, 2021.

as an exhibit to the Company’s Registration Statement on Form S-1/A filed on July 16, 2021,

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

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)

to the requirements of Section 13 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.

March 31, 2022

Chief Executive Officer, and Chairman of the Board of Directors (Principal Executive 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.

Chief Executive Officer and

of the Board of Directors(Principal Executive Officer)

Michael Johnston

3 unchanged sentences

Craig Loverock

William Caragol

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