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there is something going on in the kitchen....smells beter than fried chicken in iron skillet
have not heard since the 2017 sales thingy
Is there anything significant in store for us today
any gut feels about tomorrow or the next or the next or the next and so on
any gut feels about tomorrow or the next or the next or the next and so on
What is going to happen on level ll when Edagar puts out 10K
Everything will be OK if we could get the ball into Rossi's court on final go around...I cant wait for his tweet that states ....."no more comments.....ball in my court...gonna put the sshit together and send to my buddy Edgar"
another good job by the DOZER guy
OTC...very good post... right on for sure...I wish I had said that
yeahhhhh...the PPS is good for buyers and the MMs stick it up where the sun does not shine for those that want to dump
It will be interesting as to how they spin that one
IHNC
that is a logical question that I failed to pursue because I figured that the auditors know what they are doing and run the show...Rossi would be shooting self in the foot if he refused to send requested data...that certainly would be the end of the K
it came from Rossi in an email in which he was complaining about their request for 2017 sales...he was reluctant to send it but he determined that he had no other choice...it was necessary to keep the 10k document moving forward
after watching level ll this AM...I decieded to put away the caviar and am eating sardines
Steven Rossi
@thehonest_ceo
Replying to @kyle_contente
Jean-Luc! We'll "make it so" on the 10K!
12:32 PM - 7 Sep 2017
NO,,,
Let me also ask you an honest question here, do you own any stock in this company ? Please answer only...YES or..NO
slow day...good sign
laugh for today...some body told me they thought the 8K was worded by a drunk
Rossi has told me several times that he wants the 10K to be 100% squeaky clean ands the auditors are trying to comply...I am comfortable with the resulting delay
AND WHEN HE RETIRES HIS STATED SHARES..THIS TURKEY WILL FLY WITH THE EAGLES...IT WILL GO BALLISTIC
.12 IS ON THE HORIZEN
I don't claim to know any thing about marketwired...I don't have a clue as to what their rates are....I have experienced long shareholder releases for another company that used Business wire..I made no claim that Rossi was using this as a ploy....,,,I simply posted a number and a wire service and as usual you have turned it into a negative spin that you preach
you got that right...that is the way it comes off....sucks
4 grand..Business Wire
FINK....I expect to have a big load of KABOOOOOM for breakfast late this week
It looks like you may be correct....in one of the amendments of the 8k it reverses what it stated at the opening paragraph contradicting the first statment...the reason for my posting was based on the 8K link shown on Ihub which did not show the amendments....I since went to edgar and got all documents and exhibits
no baggage with lots of big events in the queue..ground floor of a big deal
A MATERIAL DEFINITIVE AGREEMENT
Holding Company Reorganization
On August 25, 2017, the issuer completed a corporate reorganization (the “Holding Company Reorganization”) pursuant to which Franchise Holdings International, Inc., as previously constituted (the “Predecessor”) became a direct, wholly-owned subsidiary of a newly formed Delaware corporation, Franchise Transition, Inc. (the “Holding Company”), which became the successor issuer. In other words, the Holding Company is now the public entity. First, the Predecessor changed its name to Franchise Transition, Inc. from Franchise Holdings International, Inc. Then, after forming two new Delaware corporations (Franchise Holdings International, Inc. and FNHI Services, Inc.) the Holding Company Reorganization was effected by a merger conducted pursuant to Section 251(g) of the Delaware General Corporation Law (the “DGCL”), which provides for the formation of a holding company without a vote of the stockholders of the constituent corporations.
In accordance with Section 251(g) of the DGCL, FNHI Services, Inc. (“Merger Sub”), one of the newly formed Delaware corporations and, prior to the Holding Company Reorganization, was an indirect, wholly owned subsidiary of the Predecessor, merged with and into the Predecessor, with the Predecessor surviving the merger as a direct, wholly owned subsidiary of the Holding Company (the “Merger”). The Merger was completed pursuant to the terms of an Agreement and Plan of Merger among the Predecessor, the Holding Company and Merger Sub, dated August 25, 2017 (the “Merger Agreement”).
As of the effective time of the Merger and in connection with the Holding Company Reorganization, all outstanding shares of common stock and preferred stock of the Predecessor were automatically converted into identical shares of common stock or preferred stock, as applicable, of the Holding Company on a one-for-one basis, and the Predecessor’s existing stockholders and other equity holders became stockholders and equity holders, as applicable, of the Holding Company in the same amounts and percentages as they were in the Predecessor prior to the Holding Company Reorganization.
The executive officers and board of directors of the Holding Company are the same as those of the Predecessor in effect immediately prior to the Holding Company Reorganization.
For purposes of Rule 12g-3(a), the Holding Company is the successor issuer to the Predecessor, now as the sole shareholder of the Predecessor. Accordingly, upon consummation of the Merger, the Holding Company’s common stock was deemed to be registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12g-3(a) promulgated thereunder.
The foregoing description of the Merger Agreement set forth in this Item 1.01 is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 hereto and incorporated by reference herein.
2
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS
On August 25, 2017, the Predecessor re-domiciled from Nevada to Delaware. Immediately following such re-domiciliation, the Holding Company adopted a certificate of incorporation (the “Certificate”) and bylaws (the “Bylaws”) that are, in all material respects, identical to the certificate of incorporation and bylaws of the Predecessor immediately prior to the Holding Company Reorganization, with the possible exception of certain amendments that are permissible under Section 251(g)(4) of the DGCL.
The Holding Company has the same authorized capital stock and the designations, rights, powers and preferences of such capital stock, and the qualifications, limitations and restrictions thereof are the same as that of the Predecessor’s capital stock immediately prior to the Holding Company Reorganization.
The Certificate of the Holding Company is attached hereto as Exhibits 3.1 and incorporated by reference into this Item 5.03.
ITEM 8.01. OTHER EVENTS
The common stock of the Holding Company trades on OTCMarkets under the symbol “FNHI” under which the common stock of the Predecessor was previously listed and traded. As a result of the Holding Company Reorganization, the common stock of the Predecessor will no longer be publicly traded.
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Holding Company Reorganization
On August 25, 2017, the issuer completed a corporate reorganization (the “Holding Company Reorganization”) pursuant to which Franchise Holdings International, Inc., as previously constituted (the “Predecessor”) became a direct, wholly-owned subsidiary of a newly formed Delaware corporation, Franchise Transition, Inc. (the “Holding Company”), which became the successor issuer. In other words, the Holding Company is now the public entity. First, the Predecessor changed its name to Franchise Transition, Inc. from Franchise Holdings International, Inc. Then, after forming two new Delaware corporations (Franchise Holdings International, Inc. and FNHI Services, Inc.) the Holding Company Reorganization was effected by a merger conducted pursuant to Section 251(g) of the Delaware General Corporation Law (the “DGCL”), which provides for the formation of a holding company without a vote of the stockholders of the constituent corporations.
In accordance with Section 251(g) of the DGCL, FNHI Services, Inc. (“Merger Sub”), one of the newly formed Delaware corporations and, prior to the Holding Company Reorganization, was an indirect, wholly owned subsidiary of the Predecessor, merged with and into the Predecessor, with the Predecessor surviving the merger as a direct, wholly owned subsidiary of the Holding Company (the “Merger”). The Merger was completed pursuant to the terms of an Agreement and Plan of Merger among the Predecessor, the Holding Company and Merger Sub, dated August 25, 2017 (the “Merger Agreement”).
As of the effective time of the Merger and in connection with the Holding Company Reorganization, all outstanding shares of common stock and preferred stock of the Predecessor were automatically converted into identical shares of common stock or preferred stock, as applicable, of the Holding Company on a one-for-one basis, and the Predecessor’s existing stockholders and other equity holders became stockholders and equity holders, as applicable, of the Holding Company in the same amounts and percentages as they were in the Predecessor prior to the Holding Company Reorganization.
The executive officers and board of directors of the Holding Company are the same as those of the Predecessor in effect immediately prior to the Holding Company Reorganization.
For purposes of Rule 12g-3(a), the Holding Company is the successor issuer to the Predecessor, now as the sole shareholder of the Predecessor. Accordingly, upon consummation of the Merger, the Holding Company’s common stock was deemed to be registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12g-3(a) promulgated thereunder.
The foregoing description of the Merger Agreement set forth in this Item 1.01 is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 hereto and incorporated by reference herein.
2
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS
On August 25, 2017, the Predecessor re-domiciled from Nevada to Delaware. Immediately following such re-domiciliation, the Holding Company adopted a certificate of incorporation (the “Certificate”) and bylaws (the “Bylaws”) that are, in all material respects, identical to the certificate of incorporation and bylaws of the Predecessor immediately prior to the Holding Company Reorganization, with the possible exception of certain amendments that are permissible under Section 251(g)(4) of the DGCL.
The Holding Company has the same authorized capital stock and the designations, rights, powers and preferences of such capital stock, and the qualifications, limitations and restrictions thereof are the same as that of the Predecessor’s capital stock immediately prior to the Holding Company Reorganization.
The Certificate of the Holding Company is attached hereto as Exhibits 3.1 and incorporated by reference into this Item 5.03.
ITEM 8.01. OTHER EVENTS
The common stock of the Holding Company trades on OTCMarkets under the symbol “FNHI” under which the common stock of the Predecessor was previously listed and traded. As a result of the Holding Company Reorganization, the common stock of the Predecessor will no longer be publicly traded.
so be it....was the end result positive for the company and investors ...???
simple ...YES or NO
sent to OTCmarkets.......
FNHI ...Franchise Holdings International,Inc no longer exists.,,It is now known as Franchise Transition,Inc.and will now be traded under the same symbol FNHI..... our shares in Franchise Holdings International, Inc.,have been transferred into the newly formed Delaware corporation, Franchise Transition, Inc on a one to one basis
Franchise Transition, Inc is a new company with no baggage...thus Franchise Holdings International,Inc [NV] no longer exists and should be removed along with its stop sign..thank you...larry
the cheese is getting binding and the questions are getting more of a significant nature
It is a non-issue because truxedo has not exercised their w/o prejudice option since May 19 2016 ..It has been 16 months....appears they are satisfied with Truxmart compliance
We need some new dogs in this fight....perhaps the sweet nectar will bring them
one of these days, management will realize that their shares are worth a little less than nothing and they may react to fix that scenario...I hope it is fixable
prejudicallality of a company is always good to know
do a board search and you will bring up 1000 posts explain it
We are off to a good start with a couple of nice ask hits...I hope this is a good sign for a favorable week
Thank you very much I appreciate your comments Rossi is supposed to call me and when he does probably tomorrow I will try to get more information on this confusing subject thank you Larry
this may become a real mess....!!!