Nevada
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65-0782227
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(State
or other jurisdiction
of
incorporation)
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(IRS
Employer File Number)
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5910
South University Boulevard, C-18, Unit 165
Littleton,
Colorado
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80121-2800
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(Address
of principal executive offices)
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(zip
code)
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Large
accelerated filer []
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Accelerated
filer []
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Non-accelerated
filer [] (Do not check if a smaller reporting
company)
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Smaller
reporting company [X]
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PART
I FINANCIAL INFORMATION
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Page
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Item
1. Financial Statements for the period ended June 30, 2003
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Balance
Sheets
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5
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Statements of
Operations (Unaudited)
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6
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Statements of
Cash Flows (Unaudited)
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7
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Notes
to Financial Statements
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9
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Item
2. Management’s Discussion and Analysis and Plan of
Operation
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12
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Item
3. Quantitative and Qualitative Disclosures About Market
Risk
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14
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Item
4. Controls and Procedures
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14
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Item
4T. Controls and Procedures
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14
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PART
II OTHER INFORMATION
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Item
1. Legal Proceedings
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14
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Item 1A. Risk Factors
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15
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Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
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17
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Item
3. Defaults Upon Senior Securities
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17
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Item
4. Submission of Matters to a Vote of Security Holders
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17
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Item
5. Other Information
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17
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Item
6. Exhibits
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18
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Signatures
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19
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Page
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FINANCIAL
STATEMENTS
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Balance sheets
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5
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Statements of
operation
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6
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Statements of cash
flows
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7
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Notes to financial
statements
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9
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FRANCHISE
HOLDINGS INTERNATIONAL, INC.
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||||||||||||||||||||
(A
Development Stage Company)
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||||||||||||||||||||
STATEMENTS
OF OPERATIONS
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||||||||||||||||||||
(Unaudited)
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||||||||||||||||||||
Three
Months
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Three
Months
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Nine
Months
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Nine
Months
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Period
From
Mar. 12,
2001
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||||||||||||||||
Ended
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Ended
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Ended
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Ended
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To
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||||||||||||||||
June
30, 2002
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June
30, 2003
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June
30, 2002
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June
30, 2003
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June
30, 2003
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||||||||||||||||
Revenues
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
- | - | - | - | - | ||||||||||||||||
Operating
expenses:
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||||||||||||||||||||
General
and administrative
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1,855 | 4,480 | 22,512 | 10,719 | 46,236 | |||||||||||||||
1,855 | 4,480 | 22,512 | 10,719 | 46,236 | ||||||||||||||||
Gain
(loss) from operations
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(1,855 | ) | (4,480 | ) | (22,512 | ) | (10,719 | ) | (46,236 | ) | ||||||||||
Other
income (expense):
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||||||||||||||||||||
Interest
expense
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(8,623 | ) | (7,632 | ) | (25,293 | ) | (22,894 | ) | (74,964 | ) | ||||||||||
(8,623 | ) | (7,632 | ) | (25,293 | ) | (22,894 | ) | (74,964 | ) | |||||||||||
Income
(loss) before
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||||||||||||||||||||
provision
for income taxes
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(10,478 | ) | (12,112 | ) | (47,805 | ) | (33,613 | ) | (121,200 | ) | ||||||||||
Provision
for income tax
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- | - | - | - | - | |||||||||||||||
Net
income (loss)
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$ | (10,478 | ) | $ | (12,112 | ) | $ | (47,805 | ) | $ | (33,613 | ) | $ | (121,200 | ) | |||||
Net
income (loss) per share
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||||||||||||||||||||
(Basic
and fully diluted)
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$ | (0.12 | ) | $ | (0.01 | ) | $ | (0.53 | ) | $ | (0.05 | ) | ||||||||
Weighted
average number of
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||||||||||||||||||||
common
shares outstanding
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90,861 | 1,924,196 | 90,861 | 701,973 |
l
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Lack
of capital for operations,
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l
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Substantial
delays and expenses related to testing and development of new
products,
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l
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Development
and marketing problems encountered in connection with our new and existing
products,
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l
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Competition
from larger and more established companies, and
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l
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Lack
of market acceptance of our
products.
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l
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Actual
or anticipated fluctuations in our operating results;
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l
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changes
in financial estimates by securities analysts or our failure to perform in
line with such estimates;
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l
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changes
in market valuations of other mortgage brokerage companies, particularly
those that sell products similar to as ours;
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l
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announcements
by us or our competitors of significant innovations, acquisitions,
strategic partnerships, joint ventures or capital
commitments;
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l
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introduction
of technologies or product enhancements that reduce the need for our
products; and
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l
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departures
of key personnel.
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Exhibit
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Number
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Description
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3.1
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Articles
of Incorporation
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3.2
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Bylaws
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3.3
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Articles
of Merger of TMAN Global.com, Inc. and FRANCHISE
HOLDINGS INTERNATIONAL, INC.
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31.1
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Certification
of CEO/CFO pursuant to Sec. 302
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32.1
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Certification
of CEO/CFO pursuant to Sec.
906
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Franchise
Holdings International, Inc.
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By:
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/s/
A.J. Boisdrenghien
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A.J.
Boisdrenghien , President and Chief Executive and Financial
Officer
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(a)
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Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
the material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
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(b)
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Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our
supervision, 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;
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(c)
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Evaluated
the effectiveness of the Registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such
evaluation.
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(d)
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Disclosed
in this report any change in the Registrant's internal control over
financial reporting that occurred during the Registrant's most recent
fiscal three months (the Registrant's fourth fiscal three months in the
case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the Registrant's internal control over
financial reporting; and
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process summarize and report financial information; and |
(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls over financial reporting. |
By:
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/
s/ A.J. Boisdrenghien
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A.J.
Boisdrenghien
Chief
Executive Officer
Chief
Financial Officer
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By:
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/
s/ A.J. Boisdrenghien
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A.J.
Boisdrenghien
Chief
Executive Officer
Chief
Financial Officer
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