Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURUTIES EXCHANGE ACT OF 1934
For the fiscal year ended May 31, 2013
Commission file number 000-54253
Falconridge Oil Technologies Corp.
(Exact Name of Registrant as Specified in Its Charter)
Ameriwest Petroleum Corp.
(Former Name of Registrant)
Nevada 20-0266164
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
575 Anton Blvd., Suite 300
Costa Mesa, CA 92626
(Address of Principal Executive Offices & Zip Code)
(714) 276-0202
(Telephone Number)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [ ] No [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
As of August 6, 2013, the registrant had 37,500,000 shares of common stock
issued and outstanding. No market value has been computed based upon the fact
that no active trading market had been established.
DOCUMENTS INCORPORATED BY REFERENCE
None.
FALCONRIDGE OIL TECHNOLOGIES CORP.
TABLE OF CONTENTS
Page No.
--------
Item 1. Business ..................................................... 3
Item 1A. Risk Factors ................................................. 6
Item 1B. Unresolved Staff Comments .................................... 9
Item 2. Properties ................................................... 9
Item 3. Legal Proceedings ............................................ 9
Item 4. Mine Safety Disclosures ...................................... 9
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities ............ 9
Item 6. Selected Financial Data ...................................... 11
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations .................................... 11
Item 7A. Quantitative and Qualitative Disclosures About Market Risk ... 15
Item 8. Financial Statements and Supplementary Data .................. 16
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure ..................................... 24
Item 9A. Controls and Procedures ...................................... 24
Item 9B. Other Information ............................................ 25
Item 10. Directors, Executive Officers and Corporate Governance ....... 26
Item 11. Executive Compensation ....................................... 29
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters .................. 31
Item 13. Certain Relationships and Related Transactions, and
Director Independence ....................................... 31
Item 14. Principal Accounting Fees and Services ....................... 32
Item 15. Exhibits ..................................................... 33
Signatures ............................................................ 34
2
PART I
ITEM 1. BUSINESS
FORWARD LOOKING STATEMENTS
This annual report contains certain forward-looking statements. All statements
other than statements of historical fact are "forward-looking statements" for
purposes of these provisions, including any projections of earnings, revenues,
or other financial items; any statements of the plans, strategies, and
objectives of management for future operation; any statements concerning
proposed new products, services, or developments; any statements regarding
future economic conditions or performance; statements of belief; and any
statement of assumptions underlying any of the foregoing. Such forward-looking
statements are subject to inherent risks and uncertainties, and actual results
could differ materially from those anticipated by the forward-looking
statements.
These forward-looking statements involve significant risks and uncertainties,
including, but not limited to, the following: competition, promotional costs and
the risk of declining revenues. Our actual results could differ materially from
those anticipated in such forward-looking statements as a result of a number of
factors. These forward-looking statements are made as of the date of this
filing, and we assume no obligation to update such forward-looking statements.
The following discusses our financial condition and results of operations based
upon our unaudited financial statements which have been prepared in conformity
with accounting principles generally accepted in the United States. It should be
read in conjunction with our financial statements and the notes thereto included
elsewhere herein.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States, we do not intend to update
any of the forward-looking statements to conform these statements to actual
results.
Our consolidated financial statements are stated in United States Dollars (US$)
and are prepared in accordance with United States Generally Accepted Accounting
Principles.
In this annual report, unless otherwise specified, all dollar amounts are
expressed in United States Dollars (US$) and all references to "common shares"
refer to the common shares in our capital stock.
As used in this annual report, the terms "we", "us", "our" and "our company"
mean Falconridge Oil Technologies Corp., unless otherwise indicated.
SUMMARY
We were incorporated on May 30, 2007 under the name Ameriwest Minerals Corp. On
December 23, 2010 we changed our name to Ameriwest Petroleum Corp. by way of a
merger with our wholly-owned subsidiary Ameriwest Petroleum, which was formed
solely for the change of name. On July 2, 2013 we changed our name to
Falconridge Oil Technologies Corp. by way of a merger with our wholly-owned
subsidiary Falconridge Oil Technologies Corp., which was formed solely for the
change of name.
3
We are an exploration stage corporation. Our company carried out the first phase
of exploration on the Key 1-4 mineral claims, SW Goldfield Hills Area, Esmeralda
County, Nevada, USA consisting of approximately 83 acres. The results of Phase I
were not promising and management determined it was in the best interests of the
shareholders to abandon the property and we allowed the claim to lapse in
September 2009.
On November 4, 2009 our company signed a letter of intent with Suntech Energy of
British Columbia to establish the basic terms to be used in a future asset
purchase between our company and Suntech Energy. The agreement was to become
effective on or before March 31, 2010. The letter of intent expired without
having concluded the agreement.
On November 13, 2009, our company purchased a bioreactor pod for $24,000 to use
in a test process. If the results proved positive then we would proceed with
acquiring the license rights for those pods. As of November 30, 2010, our
company had not been able to take possession and implement the testing of the
bioreactor pod due to legal problems the manufacturer was experiencing. We
therefore felt it was appropriate to write off the asset during the period ended
November 30, 2010.
As a result of the above noted events, we are now investigating other properties
on which exploration could be conducted and other business opportunities to
enhance shareholder value.
On June 20, 2013, we entered into letter of intent for a share exchange
transaction and acquisition with Falconridge Oil Canada Ltd. ("Falconridge
Canada") and its shareholders. Pursuant to the terms of the agreement, we have
agreed to acquire all 100 of the issued and outstanding shares of Falconridge
Canada's common stock in exchange for the issuance by our company of 29,250,000
shares of our common stock to the shareholders of Falconridge Canada.
Further, pursuant to our letter of intent with Falconridge Canada we are
required to provide:
(a) a financing of debt or equity for $1,250,000, which is close no later
than 90 days from the closing of the share exchange and on mutually
agreeable terms;
(b) provide a loan of $250,000 to Falconridge Canada in the form of debt
bearing interest at 10% per annum where Falconridge Canada shall be
obligated to repay both interest and 2% of the principal on a monthly
basis beginning on 90 days from the closing of the share exchange; and
(c) use our commercially best efforts to complete an equity financing (the
"EQUITY FINANCING") of up to $6,000,000 for 4,000,000 units (each, a
"UNIT") at a price of no less than $1.50 per Unit. Each Unit will
consist of one common share in our capital stock and one-half of one
whole warrant (each one whole warrant, a "FINANCING WARRANT"). Each
Financing Warrant shall be exercisable into one share of our common
stock at a price of no less than $3.00 per share for a period of 24
months from the date of issuance of the Financing Warrants.
At the present, we have no full-time employees. Our sole officer and director
devotes approximately 10% to 15% of his time or 4 to 6 hours per week to our
operation.
Our administrative office is located at 575 Anton Blvd., Suite 300, Costa Mesa,
CA 92626. Our fiscal year end is May 31.
4
On December 23, 2010 we affected a six for one forward stock split of our
authorized, issued and outstanding shares of common stock. As a result our
authorized capital increased from 75,000,000 shares of common stock to
450,000,000 shares of common stock and our issued and outstanding shares of
common stock increased from 6,250,000 shares of common stock to 37,500,000
shares of common stock, all with a par value of $0.001.
We have a total of 450,000,000 authorized common shares with a par value of
$0.001 per share and 37,500,000 common shares issued and outstanding as of May
31, 2013. Of the outstanding shares, 18,000,000 shares are held by our sole
officer and director William J. Muran, and 19,500,000 shares are held by 30
independent investors who purchased shares from us in a private placement that
was exempt from registration under Regulation S of the Securities Act of 1933
and completed in March, 2008.
COMPETITIVE FACTORS
If we complete the acquisition of Falconridge Canada, we will be a junior oil
and gas resource exploration company. We compete with other oil and gas resource
exploration companies for financing and for the acquisition of new oil and gas
properties. Many of the oil and gas resource exploration companies with whom we
compete have greater financial and technical resources than those available to
us. Accordingly, these competitors may be able to spend greater amounts on
acquisitions of oil and gas properties of merit, on exploration of their oil and
gas properties and on development of their oil and gas properties. In addition,
they may be able to afford more geological expertise in the targeting and
exploration of oil and gas properties. This competition could result in
competitors having oil and gas properties of greater quality and interest to
prospective investors who may finance additional exploration and development.
This competition could adversely impact on our ability to achieve the financing
necessary for us to conduct further exploration of our oil and gas properties.
We will also compete with other junior oil and gas resource exploration
companies for financing from a limited number of investors that are prepared to
make investments in junior oil and gas resource exploration companies. The
presence of competing junior oil and gas resource exploration companies may
impact our ability to raise additional capital in order to fund our exploration
programs if investors are of the view that investments in competitors are more
attractive based on the merit of the oil and gas properties under investigation
and the price of the investment offered to investors. We also compete with other
junior and senior oil and gas resource exploration companies for available
resources, including, but not limited to, professional geologists, camp staff,
helicopter or float planes, oil and gas exploration supplies and drill rigs.
REGULATIONS
We are not currently subject to any regulatory bodies.
SUBSIDIARIES
We do not have any subsidiaries.
5
RESEARCH AND DEVELOPMENT EXPENDITURES
We have not spent any amounts on which has been classified as research and
development activities in our financial statements during the last two fiscal
years.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
At present, we have no full-time employees. Our sole officer and director,
William J. Muran, is a part-time employee and currently devotes about 10% - 15%
of his time or 4 to 6 hours per week to our operation. Our sole officer and
director does not have an employment agreement with us. We presently do not have
pension, health, annuity, insurance, stock options, profit sharing or similar
benefit plans; however, we may adopt plans in the future. There are presently no
personal benefits available to our officers and directors. Our sole officer and
director will handle our administrative duties.
ITEM 1A. RISK FACTORS
BECAUSE WE ARE STILL IN OUR EXPLORATION STAGE AND HAVE A LIMITED OPERATING
HISTORY, THERE IS NO BASIS UPON WHICH YOU CAN EVALUATE OUR PROPOSED BUSINESS AND
PROSPECTS.
We were incorporated on May 30, 2007, and to date have been involved primarily
in organizational activities and obtaining our mineral claims, limited
exploration and funding. There is no way to evaluate the likelihood of whether
we will be able to operate our proposed business successfully. If our business
fails to develop in the manner we have anticipated, investors may lose their
investment in the shares.
AS AN EXPLORATION COMPANY, WE ARE SUBJECT TO THE MANY RISKS AND UNFORESEEN
EXPENSES AND PROBLEMS THAT AN EXPLORATION COMPANY ENCOUNTERS.
As an exploration company, we are subject to all of the operating hazards and
risks normally incident to exploring and developing mineral properties such as
unusual rock formations, environmental pollution, personal injuries, industrial
accidents, flooding, cave-ins, and periodic interruptions due to inclement
weather. These risks can materially adversely affect our business and cause our
business to fail. Furthermore, if we are unsuccessful in preparing for and/or
addressing these risks, our business will be likely to fail and investors will
lose their entire investment in the shares.
Similar to other mineral exploration companies, we are also subject to many
unforeseen risks and expenses incident to exploring and developing mineral
properties such as delays in governmental or environmental permitting, changes
in the legislation governing the mining industry that might alter our ability to
conduct our operations as planned, the availability of reasonably priced
insurance products, unexpected construction costs necessary to create and
maintain the production facility, and normal fluctuations in the general markets
for the minerals and/or metals to be produced. These risks and expenses, while
beyond our control, can materially adversely affect our business and cause our
business to fail. Furthermore, if these unforeseen costs and expenses exceed our
current estimates, our business will be likely to fail and investors will lose
their entire investment in the shares.
6
IF WE ARE UNABLE TO IMPLEMENT AND EXECUTE OUR PROPOSED BUSINESS OUR INVESTORS
WILL LOSE THEIR INVESTMENT IN THE SHARES.
Exploration stage companies are traditionally subject to high rates of failure.
We are no exception to this general trend and we can provide no assurances to
investors that we will be able to generate any operating revenues or achieve
profitable operations. If we are unsuccessful in implementing business
operations, our business will likely fail and investors will lose their entire
investment in the shares.
IF WE NEED TO RAISE ADDITIONAL FUNDS, THE FUNDS MAY NOT BE AVAILABLE WHEN WE
NEED THEM. WE MAY BE REQUIRED TO PROVIDE RIGHTS SENIOR TO THE RIGHTS OF OUR
SHAREHOLDERS IN ORDER TO ATTRACT ADDITIONAL FUNDS AND, IF WE USE EQUITY
SECURITIES TO RAISE ADDITIONAL FUNDS DILUTION TO OUR SHAREHOLDERS MAY OCCUR.
To the extent that we require additional funds, we cannot assure investors that
additional financing will be available when needed on favorable terms or at all,
and if the funds are not available when we need them, we may be forced to
terminate our business. If additional funds are raised through the issuance of
equity securities, the percentage ownership of our existing stockholders will be
reduced; and those equity securities issued to raise additional funds may have
rights, preferences or privileges senior to those of the rights of the holders
of our common stock.
WE CURRENTLY HAVE NO EMPLOYEES OTHER THAN OUR SOLE OFFICER AND DIRECTOR. WILLIAM
J. MURAN, WE HAVE NO EMPLOYMENT AGREEMENT WITH MR. MURAN, WHO SERVES ON A
PART-TIME BASIS, WE CANNOT PAY OUR MR. MURAN ANY COMPENSATION, AND IF HE WAS TO
LEAVE OUR EMPLOY, OUR BUSINESS COULD FAIL.
Because our ability to engage in business is dependent upon, among other things,
the personal efforts, abilities and business relationships of our sole officer
and director, William J. Muran, if he were to terminate employment with us or
become unable to provide such services before a qualified successor, if any,
could be found, our business could fail.
William J. Muran does not provide full time services to us, and we will not have
full-time management until such time, if ever, as we engage employees on a
full-time basis.
We do not maintain "key person" insurance on Mr. Muran, and if he were to die or
become disabled, we do not have any insurance benefits to defer the costs of
seeking a replacement.
WE ARE HIGHLY DEPENDENT UPON OUR SOLE OFFICER AND DIRECTOR, WILLIAM J. MURAN, WE
HAVE NO DEFINITIVE COMPENSATION AGREEMENTS WITH HIM, AND BECAUSE HE HAS
INVOLVEMENT OR RELATIONS WITH OTHER BUSINESS, HE MAY HAVE A CONFLICT OF
INTEREST.
William J. Muran does not work for us on a full-time basis and we have no
definitive arrangement to compensate our officer or to engage him on a full-time
basis. In the event that our officer resigns because of time restraints or
financial reasons, this could adversely affect our ability to carry on business
and could reduce the value of your investment in the shares or even cause our
business to fail. Mr. Muran relies on other business activities to support
himself and he provides services and/or consulting work to other companies in
the mineral exploration business. Such business activities may be considered a
conflict of interest because he must continually make decisions on how much of
his time will be allocated to our business as against his other business
projects, which may be competitive, or where he will allocate new business
opportunities.
7
OUR INDEPENDENT AUDITOR HAS SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A
GOING CONCERN.
Our financial statements have been prepared on the assumption that we will
continue as a going concern, but if we fail to continue as a going concern,
investors will lose their investment in the shares. The report of our
independent auditor refers to the substantial doubt as to our ability to
continue as a going concern.
OUR SHARES ARE CONSIDERED PENNY STOCK WHICH MAY LIMIT YOUR ABILITY TO SELL THE
STOCK.
Our shares are considered penny stock under the Exchange Act. The shares will
remain penny stock for the foreseeable future. The classification of penny stock
makes it more difficult for a broker-dealer to sell the stock into a secondary
market, thus limiting investment liquidity. Any broker-dealer engaged by the
purchaser for the purpose of selling his or her shares in our company will be
subject to rules 15g-1 through 15g-10 of the Exchange Act. Rather than creating
a need to comply with those rules, some broker-dealers will refuse to attempt to
sell penny stock.
WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SECURITIES AND EXCHANGE COMMISSION
REPORTING AND COMPLIANCE. WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN
COMPLIANCE, MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.
Our shares are quoted on FINRA's Over the Counter Bulletin Board (OTCBB). To be
eligible for quotation, issuers must remain current in their filings with the
Securities and Exchange Commission ("SEC"). In order for us to remain in
compliance we will require future revenues to cover the cost of these filings,
which could comprise a substantial portion of our available cash resources. If
we are unable to generate sufficient revenues to remain in compliance it may be
difficult for investors to resell any shares, if at all.
OUR SOLE OFFICER AND DIRECTOR, WILLIAM J. MURAN, OWNS A LARGE BLOCK OF OUR
OUTSTANDING STOCK AND WILL HAVE THE RIGHT TO EFFECTIVELY CONTROL OUR COMPANY.
Our present sole officer and director, William J. Muran, controls approximately
48% of our outstanding common stock. He may be able to influence the outcome of
shareholder votes, including votes concerning the election of directors,
amendments to our charter and bylaws, and the approval of significant corporate
transactions such as a merger or sale of our assets. In addition, that
controlling influence could have the effect of delaying, deferring or preventing
a change in control of our company.
WE HAVE NEVER PAID DIVIDENDS TO OUR SHAREHOLDERS, AND WE DO NOT ANTICIPATE THAT
WE WILL PAY ANY DIVIDENDS TO OUR SHAREHOLDERS IN THE FORESEEABLE FUTURE.
Our future policy on payment of dividends will be determined by our board of
directors based upon a consideration of our earnings, if any, our future capital
needs and other relevant factors.
SOME HOLDERS OF OUR SECURITIES MAY HAVE THE RIGHT TO RESCIND THEIR PURCHASES. IF
THESE SECURITY HOLDERS EXERCISE THEIR RIGHT TO RESCIND THEIR PURCHASES, OUR
OPERATIONS WILL BE MATERIALLY ADVERSELY AFFECTED DUE TO THE COSTS ASSOCIATED
WITH SUCH RESCISSION.
In April of 2007 we provided a registration statement and prospectus to certain
of our stockholders. We could not sell any securities under such registration
statement on file with the SEC, as the post effective amendment that had been
filed in regards to the shares had been filed and was pending but had not been
8
declared effective. The federal securities laws require registration of
securities unless an appropriate exemption from the registration requirements of
those laws is available. If it is determined that we sold securities under such
registration statement and that an exemption did not exist for the sale of these
securities, we may have violated registration requirements. If so, subsequent
purchasers of these shares could seek rescission of their purchase and recover
money paid for the securities. We make no admission of any violation of federal
securities laws and no investor has sought rescission of any purchase. The
Securities Act of 1933, as amended, requires that any claim for rescission be
brought within one year of the alleged violation. The time periods within which
claims for rescission must be brought under state securities laws vary and may
be two years or more from the date of the alleged violation. Further, we cannot
assure you that courts will not apply equitable or other doctrines to extend the
period within which purchasers may bring their claims. If any security holders
exercise their right to rescind their purchases, our operations will be
materially adversely affected as the costs associated with any rescission may be
high.
Should federal or state securities regulators deem it necessary to bring
administrative or legal actions against us based upon these disclosures, the
defence of any enforcement action is likely to be costly, distracting to our
management and if unsuccessful could result in the imposition of significant
penalties. The filing of a claim for rescission or enforcement action against us
or our officers or directors could materially and adversely impact our stock
price, generate significant adverse publicity that materially affects our
operations and materially impair our ability to raise capital through future
sales of our securities
ITEM 1B. UNRESOLVED STAFF COMMENTS
As a "smaller reporting company", we are not required to provide the information
required by this Item.
ITEM 2. PROPERTIES
Our company's corporate offices are located at 575 Anton Blvd., Suite 300, Costa
Mesa, CA 92626. The offices are shared office space with available furnished
private offices and mini-suites, plus two meeting rooms, for which the company
pays $65 per month. We currently have no investment policies as they pertain to
real estate, real estate interests or real estate mortgages.
ITEM 3. LEGAL PROCEEDINGS
There are no proceedings in which any of our directors, officers or affiliates,
or any registered or beneficial shareholder, is an adverse party or has a
material interest adverse to our company.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Our shares are quoted on FINRA's OTC Electronic Bulletin Board (OTCBB), symbol
"FROT".
9
There has been no active trading of our securities, and, therefore, no high and
low bid pricing. As of August 6, 2013, we have 22 shareholders of record.
Our transfer agent is Holladay Stock Transfer, 2939 N. 67 Place, Scottsdale,
Arizona 85251; telephone number (480) 481-3940; facsimile number (480) 581-3941.
DIVIDENDS
We have never declared or paid any cash dividends on our common stock. For the
foreseeable future, we intend to retain any earnings to finance the development
and expansion of our business, and we do not anticipate paying any cash
dividends on our common stock.
RECENT SALES OF UNREGISTERED SECURITIES; USE OF PROCEEDS FROM REGISTERED
SECURITIES
We did not sell any equity securities which were not registered under the
Securities Act during the year ended May 31, 2013 that were not otherwise
disclosed on our quarterly reports on Form 10-Q or our current reports on Form
8-K filed during the year ended May 31, 2013.
EQUITY COMPENSATION PLANS
We do not have in effect any compensation plans under which our equity
securities are authorized for issuance and we do not have any outstanding stock
options.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our
executive officers and directors and persons who own more than 10% of a
registered class of our equity securities to file with the SEC initial
statements of beneficial ownership, reports of changes in ownership and annual
reports concerning their ownership of our shares of common stock and other
equity securities, on Forms 3, 4 and 5, respectively. Executive officers,
directors and greater than 10% shareholders are required by the SEC regulations
to furnish us with copies of all Section 16(a) reports they file.
Based solely on our review of the copies of such forms received by us, or
written representations from certain reporting persons, we believe that during
fiscal year ended May 31, 2013, all filing requirements applicable to our
officers, directors and greater than 10% percent beneficial owners were complied
with the exception of the following:
Number of
Transactions Not
Number of Late Reported on a Failure to File
Name Reports Timely Basis Requested Forms
---- ------- ------------ ---------------
William J. Muran (1) 1 1 1
----------
(1) the insider was late filing a Form 3, Initial Statement of Beneficial
Ownership.
10
On January 24, 2008, in a private transaction, 3,000,000 pre-split (18,000,000
post-split) shares of common stock held by a former director S. Gerald Diakow
were transferred to the sole officer and director of our company, William J.
Muran. The shares were transferred in the private transaction at the price Mr.
Diakow paid for the shares on May 30, 2007, $0.005 per share or a total of
$15,000. At the time of the transaction, the shares constituted 100% of the
issued and outstanding stock of our company.
Our company filed a post-effective amendment our SB-2 Registration to disclose
the information reflecting the change to the corporation's officer and director
and the ownership of securities upon consummation of the transfer.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
There were no shares of common stock or other securities issued to the issuer or
affiliated purchasers during the year ended May 31, 2013.
ITEM 6. SELECTED FINANCIAL DATA
As a smaller reporting company we are not required to provide this information.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
We are still in our exploration stage and have generated no revenues to date.
We incurred net losses of $18,873 and $17,698 for the years ended May 2013 and
2012, respectively. The general and administrative expenses consisted of $15,873
and $16,125, respectively, mainly consisting of professional fees of $10,290 and
$10,909, respectively, and $3,000 and $1,573, respectively, for accrued
interest. These expenses were incurred in connection with the day to day
operation of our business and the preparation and filing of our reports with the
SEC.
Our net loss from inception (May 30, 2007) through May 31, 2013 was $141,958.
The following summary of our results of operations should be read in conjunction
with our financial statements for the year ended May 31, 2013, which are
included herein.
Year Ended
May 31,
2013 2012
-------- --------
General and administrative $ 5,583 $ 5,216
Impairment of mineral properties $ Nil $ Nil
Professional fees $ 10,290 $ 10,909
Interest expense $ 3,000 $ 1,573
-------- --------
Net loss $(18,873) $(17,698)
======== ========
Net loss for the year ended May 31, 2013 increased by $1,175 as compared to the
year ended May 31, 2012 primarily as a result of increased interest expenses.
11
We have sold $80,000 in equity securities to fund our operations to date. On May
30, 2007, we issued 3,000,000 pre-split (18,000,000 post-split) common shares at
$0.005 per share or $15,000 to our former officer and director and on February
18, 2008, we issued 3,250,000 pre-split (19,500,000 post-split) common shares at
$0.02 per share or $65,000. On December 23, 2010 we affected a six for one
forward stock split of our authorized, issued and outstanding shares of common
stock. As a result our issued and outstanding shares of common stock increased
from 6,250,000 shares of common stock to 37,500,000 shares of common stock, all
with a par value of $0.001.
As of May 31, 2013, there is a loan payable to William Muran for $10,274, that
is non-interest bearing, unsecured, with no specific terms of repayment.
As of May 31, 2013, there was a loan payable to an unrelated party comprised of
$50,000 principal and $7,452 accrued interest. The loan bears interest at 6% per
annum and is due in December 2013.
The following table provides selected financial data about our company for the
year ended May 31, 2013:
Balance Sheet Data: 5/31/13
------------------- -------
Cash $ 5,813
Total assets $ 5,813
Total liabilities $ 67,771
Shareholders' deficit $(61,958)
LIQUIDITY AND CAPITAL RESOURCES
WORKING CAPITAL
At At
May 31, May 31,
2013 2012
-------- --------
Current Assets $ 5,813 $ 21,721
Current Liabilities $ 67,771 $ 64,806
Working Capital (Deficit) $(61,958) $(43,085)
Our total current assets as of May 30, 2013 were $5,813 as compared to total
current assets of $21,721 as of May 31, 2012. The decrease was primarily due to
a reduction of cash. As of May 31, 2013 we had a working capital deficit of
$61,958 compared to a working capital deficit of $43,085 as of May 31, 2012.
CASH FLOWS
Year Ended
May 31,
2013 2012
-------- --------
Net Cash Provided by (Used in) Operating Activities $(15,908 $(18,700)
Net Cash Provided by (Used in) Investing Activities $ Nil $ Nil
Net Cash Provided by (Used in) Financing Activities $ Nil $(50,000)
Increase (Decrease) in Cash and Cash Equivalents
During the Period $(15,908) $(68,700)
12
OPERATING ACTIVITIES
Cash used in operating activities was $15,908 for the fiscal year ended May 31,
2013 compared to cash used in operating activities of $18,700 for the fiscal
year ended May 31, 2012. The increase in cash from operating activities was
primarily due to an increase in accounts payable.
INVESTING ACTIVITIES
We generated cash of $Nil in investing activities during the years ended May 31,
2013 and May 31, 2012.
FINANCING ACTIVITIES
There was no increase or decrease in cash used in financing activities during
the year ended May 31, 2013.
Our cash balance at May 31, 2013 was $5,813 with $67,771 in outstanding
liabilities. The outstanding liabilities consist of $50,000 in a loan payable to
an unrelated party and $10,274 in a loan payable to a related party, both from
financing activities, and $45 in account payable and $7,452 in accrued
liabilities, both from operating activities. We are an exploration stage company
and have generated no revenue to date. Management believes our current cash
balance may not be sufficient to fund our operating activities over the next 12
months.
GOING CONCERN
The financial statements accompanying this report have been prepared on a going
concern basis, which implies that our company will continue to realize its
assets and discharge its liabilities and commitments in the normal course of
business. Our company has not generated revenues since inception and has never
paid any dividends and is unlikely to pay dividends or generate earnings in the
immediate or foreseeable future. The continuation of our company as a going
concern is dependent upon the continued financial support from our shareholders,
the ability of our company to obtain necessary equity financing to achieve our
operating objectives, and the attainment of profitable operations. As at May 31,
2013, our company has accumulated losses of $141,958 since inception. We do not
have sufficient working capital to enable us to carry out our plan of operation
for the next twelve months.
Due to the uncertainty of our ability to meet our current operating expenses and
the capital expenses noted above in their report on the financial statements for
the year ended May 31, 2013, our independent auditors included an explanatory
paragraph regarding concerns about our ability to continue as a going concern.
Our financial statements contain additional note disclosures describing the
circumstances that lead to this disclosure by our independent auditors.
The continuation of our business is dependent upon us raising additional
financial support. The issuance of additional equity securities by us could
result in a significant dilution in the equity interests of our current
stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.
13
PLAN OF OPERATION
We are now investigating other properties on which exploration could be
conducted and other business opportunities to enhance shareholder value. If we
are unable to find another property or business opportunity, our shareholders
will lose some or all of their investment and our business will likely fail.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.
EQUITY COMPENSATION
We do not have any equity compensation plans or arrangements as of the year
ended May 31, 2013.
CRITICAL ACCOUNTING POLICIES
The financial statements and the related notes of our company are prepared in
accordance with generally accepted accounting principles in the United States
and are expressed in US dollars.
Falconridge Oil Technologies Corp. (f/k/a/ Ameriwest Petroleum Corp.) ("we",
"our", or "the Company") was incorporated in Nevada on May 30, 2007. Falconridge
is an Exploration Stage Company, as defined by ASC No. 915 "DEVELOPMENT STAGE
ENTITIES." Falconridge's principal business is the acquisition and exploration
of mineral resources.
USE OF ESTIMATES - The preparation of financial statements in conformity with
U.S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
EARNINGS PER SHARE - The basic net loss per common share is computed by dividing
the net loss by the weighted average number of common shares outstanding.
Diluted net loss per common share is computed by dividing the net loss adjusted
on an "as if converted" basis, by the weighted average number of common shares
outstanding plus potential dilutive securities. For the years ended May 31, 2013
and May 31, 2012, there were no potentially dilutive securities outstanding.
CASH AND CASH EQUIVALENTS - For purposes of the statement of cash flows,
Falconridge considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
MINERAL PROPERTY COSTS - Falconridge has been in the exploration stage since its
inception and has not yet realized any revenues from its planned operations. It
is primarily engaged in the acquisition and exploration of mining properties.
Mineral property acquisition and exploration costs are expensed as incurred.
When it has been determined that a mineral property can be economically
developed as a result of establishing proven and probable reserves, the costs
then incurred to develop such property, are capitalized. Such costs will be
14
amortized using the units-of-production method over the estimated life of the
probable reserve. If mineral properties are subsequently abandoned or impaired,
any capitalized costs will be charged to operations.
IMPAIRMENT OF LONG-LIVED ASSETS The Company follows paragraph 360-10-35-17 of
the FASB Accounting Standards Codification for its long-lived assets.
The Company assesses the recoverability of its long-lived assets by comparing
the projected undiscounted net cash flows associated with the related long-lived
asset or group of long-lived assets over their remaining estimated useful lives
against their respective carrying amounts. Impairment, if any, is based on the
excess of the carrying amount over the fair value of those assets. Fair value is
generally determined using the asset's expected future discounted cash flows or
market value, if readily determinable. If long-lived assets are determined to be
recoverable, but the newly determined remaining estimated useful lives are
shorter than originally estimated, the net book values of the long-lived assets
are depreciated over the newly determined remaining estimated useful lives.
INCOME TAXES - Falconridge recognizes deferred tax assets and liabilities based
on differences between the financial reporting and tax bases of assets and
liabilities using the enacted tax rates and laws that are expected to be in
effect when the differences are expected to be recovered. Falconridge provides a
valuation allowance for deferred tax assets for which it does not consider
realization of such assets to be more likely than not.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS - Falconridge does not expect the
adoption of recently issued accounting pronouncements to have a significant
impact on their results of operations, financial position or cash flow.
RECLASSIFICATION - Certain reclassifications have been made to the prior
period's financial statements to conform to the current period's presentation.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company we are not required to provide this information.
15
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Falconridge Oil Technologies Corp. (fka Ameriwest Petroleum, Inc)
(An Exploration Stage Company)
Costa Mesa, California
We have audited the accompanying balance sheets of Falconridge Oil Technologies
Corp. (fka Ameriwest Petroleum, Inc) an exploration stage company, ( the
"Company") as of May 31, 2013 and 2012, and the related statements of expenses,
stockholders' deficit and cash flows for the years then ended and the period
from May 30, 2007 (inception) through May 31,2013. These financial statements
are the responsibility of Falconridge Oil Technologies Corp. management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatements. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of May 31, 2013
and 2012 and the results of its operations and its cash flows for the years then
ended and the period from inception through May 31, 2013 in conformity with
accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered recurring losses from operations,
which raises substantial doubt about its ability to continue as a going concern.
Management's plans regarding those matters are described in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/ MaloneBailey, LLP
---------------------------------
www.malonebailey.com
Houston, Texas
August 6, 2013
16
FALCONRIDGE OIL TECHNOLOGIES CORP.
(f/k/a AMERIWEST PETROLEUM CORP.)
(An Exploration Stage Company)
Balance Sheets
--------------------------------------------------------------------------------
As of As of
May 31, 2013 May 31, 2012
------------ ------------
ASSETS
CURRENT ASSETS
Cash $ 5,813 $ 21,721
---------- ----------
TOTAL CURRENT ASSETS 5,813 21,721
---------- ----------
TOTAL ASSETS $ 5,813 $ 21,721
========== ==========
LIABILITIES & STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts Payable $ 45 $ 80
Accrued Liabilities 7,452 4,452
Loan Payable 50,000 50,000
Loan Payable - Related Party 10,274 10,274
---------- ----------
TOTAL CURRENT LIABILITIES 67,771 64,806
---------- ----------
STOCKHOLDERS' DEFICIT
Common stock, $.001 par value, 450,000,000 shares
authorized; 37,500,000 shares issued and outstanding
as of May 31, 2013 and May 31, 2012 37,500 37,500
Additional paid-in capital 42,500 42,500
Deficit accumulated during exploration stage (141,958) (123,085)
---------- ----------
TOTAL STOCKHOLDERS' DEFICIT (61,958) (43,085)
---------- ----------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT $ 5,813 $ 21,721
========== ==========
The accompanying notes are an integral part of these financial statements.
17
FALCONRIDGE OIL TECHNOLOGIES CORP.
(f/k/a AMERIWEST PETROLEUM CORP.)
(An Exploration Stage Company)
Statements of Expenses
--------------------------------------------------------------------------------
May 30, 2007
(inception)
Year ended Year ended through
May 31, 2013 May 31, 2012 May 31, 2013
------------ ------------ ------------
OPERATING EXPENSES
General & Administrative Expenses $ 5,583 $ 5,216 $ 32,813
Impairment of Mineral Properties -- -- 16,328
Impairment of Asset -- -- 24,000
Professional Fees 10,290 10,909 61,365
----------- ----------- -----------
Total Operating Expenses 15,873 16,125 134,506
OTHER EXPENSES
Interest Expense 3,000 1,573 7,452
----------- ----------- -----------
NET LOSS $ (18,873) $ (17,698) $ (141,958)
=========== =========== ===========
BASIC AND DILUTED NET LOSS PER SHARE $ (0.00) $ (0.00)
=========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 37,500,000 37,500,000
=========== ===========
The accompanying notes are an integral part of these financial statements.
18
FALCONRIDGE OIL TECHNOLOGIES CORP.
(f/k/a AMERIWEST PETROLEUM CORP.)
(An Exploration Stage Company)
Statement of Changes in Stockholders' Equity (Deficit)
From May 30, 2007 (Inception) through May 31, 2013
--------------------------------------------------------------------------------
Deficit
Accumulated
Common Additional During
Common Stock Paid-in Exploration
Stock Amount Capital Stage Total
----- ------ ------- ----- -----
Stock issued for cash at
inception on May 30, 2007
@ $0.005 per share 18,000,000 $ 18,000 $ (3,000) $ -- $ 15,000
Net loss -- -- -- (590) (590)
---------- -------- -------- --------- --------
BALANCE, MAY 31, 2007 18,000,000 18,000 (3,000) (590) 14,410
========== ======== ======== ========= ========
Stock issued for cash per Reg
"S" offering on February 18, 2008
@ $0.02 per share 19,500,000 19,500 45,500 -- 65,000
Net loss -- -- -- (21,903) (21,903)
---------- -------- -------- --------- --------
BALANCE, MAY 31, 2008 37,500,000 37,500 42,500 (22,493) 57,507
========== ======== ======== ========= ========
Net loss -- -- -- (27,038) (27,038)
---------- -------- -------- --------- --------
BALANCE, MAY 31, 2009 37,500,000 37,500 42,500 (49,531) 30,469
========== ======== ======== ========= ========
Net loss -- -- -- (11,126) (11,126)
---------- -------- -------- --------- --------
BALANCE, MAY 31, 2010 37,500,000 37,500 42,500 (60,657) 19,343
========== ======== ======== ========= ========
Net loss -- -- -- (44,731) (44,731)
---------- -------- -------- --------- --------
BALANCE, MAY 31, 2011 37,500,000 37,500 42,500 (105,388) (25,388)
========== ======== ======== ========= ========
Net loss -- -- -- (17,697) (17,697)
---------- -------- -------- --------- --------
BALANCE, MAY 31, 2012 37,500,000 37,500 42,500 (123,085) (43,085)
========== ======== ======== ========= ========
Net loss -- -- -- (18,873) (18,873)
---------- -------- -------- --------- --------
BALANCE, MAY 31, 2013 37,500,000 $ 37,500 $ 42,500 $(141,958) $(61,958)
========== ======== ======== ========= ========
The accompanying notes are an integral part of these financial statements.
19
FALCONRIDGE OIL TECHNOLOGIES CORP.
(f/k/a AMERIWEST PETROLEUM CORP.)
(An Exploration Stage Company)
Statements of Cash Flows
--------------------------------------------------------------------------------
May 30, 2007
(inception)
Year ended Year ended through
May 31, 2013 May 31, 2012 May 31, 2013
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (18,873) $ (17,698) $ (141,958)
Adjustments to reconcile net loss to net cash
used in operating activities:
Loss on Disposal of asset -- -- 24,000
Changes in operating assets and liabilities:
Accounts Payable & accrued liabilities 2,965 (1,002) 7,497
---------- ---------- ----------
NET CASH USED IN OPERATING ACTIVITIES (15,908) (18,700) (110,461)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Bioreactor Pod -- -- (24,000)
---------- ---------- ----------
NET CASH USED IN INVESTING ACTIVITIES -- -- (24,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Loan Payable -- -- 100,000
Payments on loan payable -- (50,000) (50,000)
Loan Payable - Related Party -- -- 10,274
Issuance of common stock for cash -- -- 80,000
---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES -- (50,000) 140,274
---------- ---------- ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (15,908) (68,700) 5,813
CASH AT BEGINNING OF PERIOD 21,721 90,421 --
---------- ---------- ----------
CASH AT END OF YEAR $ 5,813 $ 21,721 $ 5,813
========== ========== ==========
The accompanying notes are an integral part of these financial statements.
20
FALCONRIDGE OIL TECHNOLOGIES CORP.
(f/k/a AMERIWEST PETROLEUM CORP.)
(An Exploration Stage Company)
Notes to Financial Statements
As of May 31, 2013
NOTE 1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Falconridge Oil Technologies Corp. (f/k/a Ameriwest Petroleum Corp.) ("we",
"our", or "the Company") was incorporated in Nevada on May 30, 2007. Falconridge
is an Exploration Stage Company, as defined by ASC No. 915 "Development Stage
Entities." Falconridge's principal business is the acquisition and exploration
of mineral resources.
Use of Estimates - The preparation of financial statements in conformity with
U.S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Earnings Per Share - The basic net loss per common share is computed by dividing
the net loss by the weighted average number of common shares outstanding.
Diluted net loss per common share is computed by dividing the net loss adjusted
on an "as if converted" basis, by the weighted average number of common shares
outstanding plus potential dilutive securities. For the years ended May 31, 2013
and May 31, 2012, there were no potentially dilutive securities outstanding.
Cash and Cash Equivalents - For purposes of the statement of cash flows,
Falconridge considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
Mineral Property Costs - Falconridge has been in the exploration stage since its
inception and has not yet realized any revenues from its planned operations. It
is primarily engaged in the acquisition and exploration of mining properties.
Mineral property acquisition and exploration costs are expensed as incurred.
When it has been determined that a mineral property can be economically
developed as a result of establishing proven and probable reserves, the costs
then incurred to develop such property, are capitalized. Such costs will be
amortized using the units-of-production method over the estimated life of the
probable reserve. If mineral properties are subsequently abandoned or impaired,
any capitalized costs will be charged to operations.
Impairment of Long-Lived Assets The Company follows paragraph 360-10-35-17 of
the FASB Accounting Standards Codification for its long-lived assets.
The Company assesses the recoverability of its long-lived assets by comparing
the projected undiscounted net cash flows associated with the related long-lived
asset or group of long-lived assets over their remaining estimated useful lives
against their respective carrying amounts. Impairment, if any, is based on the
excess of the carrying amount over the fair value of those assets. Fair value is
21
generally determined using the asset's expected future discounted cash flows or
market value, if readily determinable. If long-lived assets are determined to be
recoverable, but the newly determined remaining estimated useful lives are
shorter than originally estimated, the net book values of the long-lived assets
are depreciated over the newly determined remaining estimated useful lives.
Income Taxes - Falconridge recognizes deferred tax assets and liabilities based
on differences between the financial reporting and tax bases of assets and
liabilities using the enacted tax rates and laws that are expected to be in
effect when the differences are expected to be recovered. Falconridge provides a
valuation allowance for deferred tax assets for which it does not consider
realization of such assets to be more likely than not.
Recently Issued Accounting Pronouncements - Falconridge does not expect the
adoption of recently issued accounting pronouncements to have a significant
impact on their results of operations, financial position or cash flow.
Reclassification - Certain reclassifications have been made to the prior
period's financial statements to conform to the current period's presentation.
NOTE 2. GOING CONCERN
These financial statements have been prepared on a going concern basis, which
implies Falconridge will continue to realize its assets and discharge its
liabilities in the normal course of business. Falconridge has never generated
revenues since inception and is unlikely to generate earnings in the immediate
or foreseeable future. The continuation of Falconridge as a going concern is
dependent upon the continued financial support from its shareholders, the
ability of Falconridge to obtain necessary equity financing to continue
operations, and the attainment of profitable operations. As of May 31, 2013,
Falconridge has accumulated losses of $141,958 since inception. These factors
raise substantial doubt regarding Falconridge's ability to continue as a going
concern. These financial statements do not include any adjustments to the
recoverability and classification of recorded asset amounts and classification
of liabilities that might be necessary should Falconridge be unable to continue
as a going concern.
NOTE 3. LOAN PAYABLE -RELATED PARTY
As of May 31, 2013, there is a loan payable due to William Muran, sole officer
and director of the Company, for $10,274 that is non-interest bearing with no
specific repayment terms.
NOTE 4. LOAN PAYABLE
As of May 31, 2013, there is a loan payable to an unrelated party for $50,000
principal and $7,452 accrued interest. The loan bears interest at 6% per annum
and has been extended to December 2013.
22
NOTE 5. INCOME TAXES
Falconridge uses the asset and liability method, where deferred tax assets and
liabilities are determined based on the expected future tax consequences of
temporary differences between the carrying amounts of assets and liabilities for
financial and income tax reporting purposes. During fiscal 2013, Falconridge
incurred a net loss and, therefore, has no tax liability. The net deferred tax
asset generated by the loss carry-forward has been fully reserved. The
cumulative net operating loss carry-forward is $141,958 at May 31, 2013, and
will begin to expire in 2027.
At May 31, 2013 and 2012, deferred tax assets consisted of the following:
May 31,
2013 2012
-------- --------
Deferred Tax Asset $ 48,266 $ 41,849
Valuation Allowance (48,266) (41,849)
-------- --------
Net Deferred Tax Asset $ -- $ --
======== ========
NOTE 6. SUBSEQUENT EVENTS
On July 2, 2013, the Company changed its name from Ameriwest Petroleum Corp. to
Falconridge Oil Technologies Corp.
23
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no disagreements with our accountants related to accounting
principles or practices, financial statement disclosure, internal controls or
auditing scope or procedure during the two fiscal years and subsequent interim
periods.
ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
president (our principal executive officer, principal financial officer and
principal accounting officer) , we have conducted an evaluation of the
effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and
Exchange Act of 1934, as of the end of the period covered by this report. Based
on this evaluation, our president (our principal executive officer, principal
financial officer and principal accounting officer) concluded as of the
evaluation date that our disclosure controls and procedures were not effective
such that the material information required to be included in our SEC reports is
accumulated and communicated to our management, including our president (our
principal executive officer, principal financial officer and principal
accounting officer), recorded, processed, summarized and reported within the
time periods specified in SEC rules and forms relating to our company,
particularly during the period when this report was being prepared.
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act, for the company.
Internal control over financial reporting includes those policies and procedures
that: (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our assets;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of its management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.
Management recognizes that there are inherent limitations in the effectiveness
of any system of internal control, and accordingly, even effective internal
control can provide only reasonable assurance with respect to financial
statement preparation and may not prevent or detect material misstatements. In
addition, effective internal control at a point in time may become ineffective
in future periods because of changes in conditions or due to deterioration in
the degree of compliance with our established policies and procedures.
A material weakness is a significant deficiency, or combination of significant
deficiencies, that results in there being a more than remote likelihood that a
material misstatement of the annual or interim financial statements will not be
prevented or detected.
24
Under the supervision and with the participation of our president (our principal
executive officer, principal financial officer and principal accounting
officer), management conducted an evaluation of the effectiveness of our
internal control over financial reporting, as of May 31, 2013, based on the
framework set forth in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based
on our evaluation under this framework, management concluded that our internal
control over financial reporting was not effective as of the evaluation date due
to the factors stated below.
Management assessed the effectiveness of our company's internal control over
financial reporting as of evaluation date and identified the following material
weaknesses:
- Lack of proper segregation of duties due to limited personnel
- Lack of a formal review process that includes multiple levels of
review from adequate personnel with requisite expertise
We do not have a functioning audit committee or outside directors on our board
of directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures.
Management is committed to improving its internal controls and will (1) continue
to use third party specialists to address shortfalls in staffing and to assist
our company with accounting and finance responsibilities, (2) increase the
frequency of independent reconciliations of significant accounts which will
mitigate the lack of segregation of duties until there are sufficient personnel
and (3) may consider appointing outside directors and audit committee members in
the future.
Management, including our president (our principal executive officer, principal
financial officer and principal accounting officer), has discussed the material
weakness noted above with our independent registered public accounting firm. Due
to the nature of this material weakness, there is a more than remote likelihood
that misstatements which could be material to the annual or interim financial
statements could occur that would not be prevented or detected.
This annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the 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.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter for our fiscal year ended May 31, 2013
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
25
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
All directors of our company hold office until the next annual meeting of the
security holders or until their successors have been elected and qualified.
Officers are elected by the board of directors to a term of one (1) year and
serve until their successor is duly elected and qualified, or until he or she is
removed from office. The board of directors has no nominating, auditing or
compensation committees.
Our directors and executive officers, their ages, positions held, and duration
as such, are as follows:
Position Held Date First Elected
Name with our Company Age or Appointed
---- ---------------- --- ------------
William J. Muran President, Secretary, Treasurer, 65 January 24, 2008
Principal Executive Officer,
Principal Financial Officer,
Principal Accounting Officer and
Director
BUSINESS EXPERIENCE
The following is a brief account of the education and business experience during
at least the past five years of each director, executive officer and key
employee of our company, indicating the person's principal occupation during
that period, and the name and principal business of the organization in which
such occupation and employment were carried out.
WILLIAM J. MURAN - PRESIDENT, SECRETARY, TREASURER, PRINCIPAL EXECUTIVE OFFICER,
PRINCIPAL FINANCIAL OFFICER, PRINCIPAL ACCOUNTING OFFICER AND
DIRECTOR
William J. Muran has been our president, secretary, treasurer, principal
financial officer, principal executive officer, principal accounting officer and
sole director since January 24, 2008. From July 1967 to July 1973 Mr. Muran
served in the United States Army achieving the rank of Specialist-Four. Since
September 1978 Mr. Muran has been the owner and operator of William J. Muran
Pool Service, a full service maintenance and repair swimming pool service in
Newport Beach, California. Mr. Muran holds a Liberal Arts degree in Business and
Finance from Orange Coast College in Costa Mesa, California.
Mr. Muran became our sole officer and director upon the resignation on January
24, 2008 of Mr. S. Gerald Diakow. Due to Mr. Diakow's other obligations he was
not able to spend the amount of time necessary to implement the company's
business plan. In a private transaction the shares held by Mr. Diakow were
transferred to Mr. Muran. Mr. Diakow has agreed to act as an advisor to Mr.
Muran to utilize his 41 years of experience in the natural resource and mineral
exploration field. Mr. Diakow has agreed that he will not receive any
compensation for his advisory position and will not hold any office or position
in our company.
26
IDENTIFICATION OF SIGNIFICANT EMPLOYEES
We have no significant employees, other than William J. Muran, our president,
secretary, treasurer, principal executive officer, principal financial officer,
principal accounting officer and sole director.
CONFLICTS OF INTEREST
We believe that our sole officer and director. William J. Muran, may be subject
to conflicts of interest. The conflicts of interest arise from his being unable
to devote full time to our operations. No policy has been implemented or will be
implemented to address conflicts of interest. In the event our sole officer and
director resigns from his position, there may be no one to run our operations
and our operations may be suspended or cease entirely.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
To the best of our knowledge, none of our directors or executive officers has,
during the past ten years:
1. been convicted in a criminal proceeding or been subject to a pending
criminal proceeding (excluding traffic violations and other minor
offences);
2. had any bankruptcy petition filed by or against the business or
property of the person, or of any partnership, corporation or business
association of which he was a general partner or executive officer,
either at the time of the bankruptcy filing or within two years prior
to that time;
3. been subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction
or federal or state authority, permanently or temporarily enjoining,
barring, suspending or otherwise limiting, his involvement in any type
of business, securities, futures, commodities, investment, banking,
savings and loan, or insurance activities, or to be associated with
persons engaged in any such activity;
4. been found by a court of competent jurisdiction in a civil action or
by the SEC or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended, or vacated;
5. been the subject of, or a party to, any federal or state judicial or
administrative order, judgment, decree, or finding, not subsequently
reversed, suspended or vacated (not including any settlement of a
civil proceeding among private litigants), relating to an alleged
violation of any federal or state securities or commodities law or
regulation, any law or regulation respecting financial institutions or
insurance companies including, but not limited to, a temporary or
permanent injunction, order of disgorgement or restitution, civil
money penalty or temporary or permanent cease-and-desist order, or
removal or prohibition order, or any law or regulation prohibiting
mail or wire fraud or fraud in connection with any business entity; or
6. been the subject of, or a party to, any sanction or order, not
subsequently reversed, suspended or vacated, of any self-regulatory
organization (as defined in Section 3(a)(26) of the Exchange Act (15
U.S.C. 78c(a)(26)), any registered entity (as defined in Section
1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any
equivalent exchange, association, entity or organization that has
disciplinary authority over its members or persons associated with a
member.
27
CODE OF ETHICS
The company does not currently have a Code of Ethics, once we grow and have more
officers, directors and employees we will address the adoption of a Code of
Ethics.
COMMITTEES OF THE BOARD
All proceedings of our board of directors were conducted by resolutions
consented to in writing by all the directors and filed with the minutes of the
proceedings of the directors. Such resolutions consented to in writing by the
directors entitled to vote on that resolution at a meeting of the directors are,
according to the corporate laws of the state of Nevada and the bylaws of our
company, as valid and effective as if they had been passed at a meeting of the
directors duly called and held.
Our audit committee consists of our entire board of directors.
Our company currently does not have nominating, compensation committees or
committees performing similar functions nor does our company have a written
nominating, compensation or audit committee charter. Our board of directors does
not believe that it is necessary to have such committees because it believes
that the functions of such committees can be adequately performed by our
directors.
Our company does not have any defined policy or procedure requirements for
shareholders to submit recommendations or nominations for directors. The
directors believe that, given the early stage of our development, a specific
nominating policy would be premature and of little assistance until our business
operations develop to a more advanced level. Our company does not currently have
any specific or minimum criteria for the election of nominees to the board of
directors and we do not have any specific process or procedure for evaluating
such nominees. Our directors assess all candidates, whether submitted by
management or shareholders, and make recommendations for election or
appointment.
A shareholder who wishes to communicate with our board of directors may do so by
directing a written request addressed to our president, at the address appearing
on the first page of this annual report.
AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT
Our board of directors has determined that it does not have a member of our
audit committee that qualifies as an "audit committee financial expert" as
defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the
term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange
Act of 1934, as amended.
We believe that the members of our board of directors, who act as our audit
committee in fulfilling that function, are collectively capable of analyzing and
evaluating our financial statements and understanding internal controls and
procedures for financial reporting. We believe that retaining an independent
director who would qualify as an "audit committee financial expert" would be
overly costly and burdensome and is not warranted in our circumstances given the
early stages of our development and the fact that we have not generated any
material revenues to date. In addition, we currently do not have nominating,
compensation or audit committees or committees performing similar functions nor
do we have a written nominating, compensation or audit committee charter. Our
board of directors does not believe that it is necessary to have such committees
because it believes the functions of such committees can be adequately performed
by our board of directors.
28
ITEM 11. EXECUTIVE COMPENSATION
The particulars of the compensation paid to the following persons:
(a) our principal executive officer;
(b) our principal financial officer;
(c) each of our three most highly compensated executive officers who were
serving as executive officers at the end of the years ended October
31, 2012 and 2011; and
(d) up to two additional individuals for whom disclosure would have been
provided under (b) but for the fact that the individual was not
serving as our executive officer at the end of the years ended October
31, 2012 and 2011,
who we will collectively refer to as the named executive officers of our
company, are set out in the following summary compensation table, except that no
disclosure is provided for any named executive officer, other than our principal
executive officers, whose total compensation did not exceed $100,000 for the
respective fiscal year:
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Equity Nonqualified
Incentive Deferred All
Name and Plan Compen- Other
Principal Stock Option Compen- sation Compen-
Position Year Salary Bonus Awards Awards sation Earnings sation Totals
------------ ---- ------ ----- ------ ------ ------ -------- ------ ------
William J. Muran (1), 2013 Nil Nil Nil Nil Nil Nil Nil Nil
President, Secretary, 2012 Nil Nil Nil Nil Nil Nil Nil Nil
Treasurer, Principal
Executive Officer,
Principal Financial
Officer, Principal
Accounting Officer
and Director
----------
(1) William J. Muran has been our President, Secretary, Treasurer, Principal
Executive Officer, Principal Financial Officer, Principal Accounting
Officer and Director since January 24, 2008.
NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE
There are no employment contracts, compensatory plans or arrangements, including
payments to be received from our company with respect to any executive officer,
that would result in payments to such person because of his or her resignation,
retirement or other termination of employment with our company, or its
subsidiaries, any change in control, or a change in the person's
responsibilities following a change in control of our company.
29
LONG-TERM INCENTIVE PLAN AWARDS
We do not have any long-term incentive plans that provide compensation intended
to serve as incentive for performance.
COMPENSATION OF DIRECTORS
Our director does not receive any compensation for serving on the board of
directors.
As of the date hereof, we have not entered into employment contracts with
officer and do not intend to enter into any employment contracts until such time
as it profitable to do so.
We have determined that none of our directors are independent directors, as that
term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the SECURITIES
EXCHANGE ACT OF 1934, as amended, and as defined by Rule 4200(a)(15) of the
NASDAQ Marketplace Rules.
STOCK OPTION PLAN
Currently, we do not have a stock option plan in favor of any director, officer,
consultant or employee of our company.
STOCK OPTIONS/SAR GRANTS
During our fiscal year ended May 31, 2013 there were no options granted to our
named officers or directors.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
No equity awards were outstanding as of the year ended May 31, 2013.
PENSION, RETIREMENT OR SIMILAR BENEFIT PLANS
There are no arrangements or plans in which we provide pension, retirement or
similar benefits for directors or executive officers. We have no material bonus
or profit sharing plans pursuant to which cash or non-cash compensation is or
may be paid to our directors or executive officers, except that stock options
may be granted at the discretion of the board of directors or a committee
thereof.
INDEBTEDNESS OF DIRECTORS, SENIOR OFFICERS, EXECUTIVE OFFICERS AND OTHER
MANAGEMENT
None of our directors or executive officers or any associate or affiliate of our
company during the last two fiscal years, is or has been indebted to our company
by way of guarantee, support agreement, letter of credit or other similar
agreement or understanding currently outstanding.
INDEMNIFICATION
Under our Bylaws, we may indemnify our officers or directors who are made a
party to any proceeding, including a lawsuit, because of their position, if they
acted in good faith and in a manner they reasonably believed to be in our best
interest. We may advance expenses incurred in defending a proceeding. To the
extent that our officers or directors are successful on the merits in a
proceeding as to which they are to be indemnified, we must indemnify them
against all expenses incurred, including attorney's fees. With respect to a
derivative action, indemnity may be made only for expenses actually and
reasonably incurred in defending the proceeding, and if the officers or
30
directors are judged liable, only by a court order. The indemnification is
intended to be to the fullest extent permitted by the laws of the State of
Nevada.
Regarding indemnification for liabilities arising under the Securities Act of
1933, which may be permitted to directors or officers under Nevada law, we are
informed that, in the opinion of the SEC, indemnification is against public
policy, as expressed in the Act and is, therefore, unenforceable.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth, as of August 6, 2013, the total number of shares
owned beneficially by each of our directors, named executive officers,
individually and as a group, and the present owners of 5% or more of our total
outstanding shares. The stockholder listed below has direct ownership of his
shares and possesses sole voting and dispositive power with respect to the
shares.
Name and Address Amount and Nature of Percentage
of Beneficial Owner Beneficial Ownership (1) of Class
------------------- ------------------------ --------
William J. Muran (3)(4) 18,000,000 Common(2) 48%
575 Anton Blvd., Suite 300
Costa Mesa, CA 92626
Directors and Executive Officers
as a Group 18,000,000 Common 48%
----------
(1) The number and percentage of shares beneficially owned is determined under
rules of the SEC and the information is not necessarily indicative of
beneficial ownership for any other purpose. Under such rules, beneficial
ownership includes any shares as to which the individual has sole or shared
voting power or investment power and also any shares which the individual
has the right to acquire within 60 days through the exercise of any stock
option or other right. The persons named in the table have sole voting and
investment power with respect to all shares of common stock shown as
beneficially owned by them, subject to community property laws where
applicable and the information contained in the footnotes to this table.
(2) Based on 37,500,000 issued and outstanding shares of common stock as of
August 6, 2013.
(3) William J. Muran is our company's president, secretary, treasurer,
principal executive officer, principal financial officer, principal
accounting officer and director.
(4) The person named above is a "promoter" as defined in the Securities
Exchange Act of 1934. Mr. Muran is the only "promoter" of our company.
FUTURE SALES BY EXISTING STOCKHOLDER
A total of 3,000,000 shares of common stock were issued to Gerald Diakow, a
former officer and director in May 2007. On January 24, 2008, in a private
transaction the shares were transferred to the new officer and director of the
corporation, William Muran. On December 23, 2010 we affected a six for one
forward stock split of our authorized, issued and outstanding shares of common
stock. As a result the shares held by Mr. Muran were increased from 3,000,000
shares of common stock to 18,000,000 shares of common stock with a par value of
$0.001. The 18,000,000 shares are restricted securities, as defined in Rule 144
of the Rules and Regulations of the SEC promulgated under the Securities Act.
Under Rule 144, the shares can be publicly sold, subject to volume restrictions
and restrictions on the manner of sale, commencing one year after their
acquisition. If he sells his stock into the market, the sales may cause the
market price of the stock to drop.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
On May 30, 2007, S. Gerald Diakow, our former president, acquired 3,000,000
shares of our common stock, for cash proceeds of $15,000. On January 24, 2008,
in a private transaction the shares were transferred to the new officer and
director of the corporation, William Muran. On December 23, 2010 we affected a
six (6) for one (1) forward stock split of our authorized, issued and
31
outstanding shares of common stock. As a result the shares held by Mr. Muran
were increased from 3,000,000 shares of common stock to 18,000,000 shares of
common stock with a par value of $0.001. The 18,000,000 shares of common stock
are restricted securities, as defined in Rule 144 of the Rules and Regulations
of the SEC promulgated under the Securities Act. Under Rule 144, the shares can
be publicly sold, subject to volume restrictions and restrictions on the manner
of sale, commencing one year after their acquisition.
Our officer and director is our only promoter. He has not received, nor will he
receive, anything of value from us, directly or indirectly in his capacity as
promoter.
DIRECTOR INDEPENDENCE
We currently act with one director, William J. Muran. We have determined that
our directors are not "independent directors" as defined in NASDAQ Marketplace
Rule 4200(a)(15).
We do not have a standing audit, compensation or nominating committee, but our
entire board of directors acts in such capacities. We believe that our members
of our board of directors are capable of analyzing and evaluating our financial
statements and understanding internal controls and procedures for financial
reporting. The board of directors of our company does not believe that it is
necessary to have an audit committee because we believe that the functions of an
audit committee can be adequately performed by the board of directors. In
addition, we believe that retaining an independent director who would qualify as
an "audit committee financial expert" would be overly costly and burdensome and
is not warranted in our circumstances given the early stages of our development.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The aggregate fees billed for the most recently completed fiscal years ended May
31, 2013 and 2012 for professional services rendered by the principal accountant
for the audit of our annual financial statements and review of the financial
statements included in our quarterly reports on Form 10-Q and services that are
normally provided by the accountant in connection with statutory and regulatory
filings or engagements for these fiscal periods were as follows:
Year Ended
May 31, 2013 May 31, 2012
------------ ------------
Audit Fees $ 9,800 $ 9,800
Audit Related Fees Nil Nil
Tax Fees Nil Nil
All Other Fees Nil Nil
------- -------
Total $ 9,800 $ 9,800
======= =======
For the year ended May 31, 2013, the total fees charged to the company for audit
services were $9,800, for audit-related services were $Nil, for tax services
were $Nil and for other services were $Nil.
For the year ended May 31, 2012, the total fees charged to the company for audit
services were $9,800, for audit-related services were $Nil, for tax services
were $Nil and for other services were $Nil.
Our board of directors pre-approves all services provided by our independent
auditors. All of the above services and fees were reviewed and approved by the
board of directors either before or after the respective services were rendered.
Our board of directors has considered the nature and amount of fees billed by
our independent auditors and believes that the provision of services for
activities unrelated to the audit is compatible with maintaining our independent
auditors' independence.
32
PART IV
ITEM 15. EXHIBITS
(a) Financial Statements
(1) Financial statements for our company are listed in the index under
Item 8 of this document;
(2) All financial statement schedules are omitted because they are not
applicable, not material or the required information is shown in the
financial statements or notes thereto.
(b) Exhibits
Exhibit
Number Description
------ -----------
(3) (I) ARTICLES OF INCORPORATION, (II) BYLAWS
3.1 Articles of Incorporation (Incorporated by reference to our
Registration Statement on Form SB-2 filed on August 8, 2007)
3.2 Bylaws (Incorporated by reference to our Registration Statement on Form
SB-2 filed on August 8, 2007) 3.3 Articles of Merger (Incorporated by
reference to our Current Report on Form 8-K filed on December 29, 2010)
3.4 Certificate of Change (Incorporated by reference to our Current Report
on Form 8-K filed on December 29, 2010)
3.5 Articles of Merger (Incorporated by reference to our Current Report on
Form 8-K filed on June 28, 2013)
(31) RULE 13A-14(D)/15D-14(D) CERTIFICATIONS
31.1* Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the
Principal Executive Officer, Principal Financial Officer and Principal
Accounting Officer
(32) SECTION 1350 CERTIFICATIONS
32.1* Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the
Principal Executive Officer, Principal Financial Officer and Principal
Accounting Officer
101** INTERACTIVE DATA FILES
101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema
Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
----------
* Filed herewith
** To be filed by amendment
33
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
FALCONRIDGE OIL TECHNOLOGIES CORP.
(Registrant)
Dated: August 6, 2013 /s William J. Muran
------------------------------------------------
WILLIAM J. MURAN
President, Secretary, Treasurer and Director
(Principal Executive Officer, Principal
Financial Officer, Principal Accounting Officer)
Pursuant 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.
Dated: August 6, 2013 /s William J. Muran
------------------------------------------------
WILLIAM J. MURAN
President, Secretary, Treasurer and Director
(Principal Executive Officer, Principal
Financial Officer, Principal Accounting Officer)
3
