UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K


  X . ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended August 31, 2014


      . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________


AMENDMENT-1


Commission file number 333-150061


FALCON CREST ENERGY INC.

(Exact name of registrant as specified in its charter)


Nevada

 

98-0585268

(State of incorporation)

 

(I.R.S. Employer ID No.)


100 King Street West, Suite 5600, Toronto ON, M5X 1C9

(Address of principal executive officers, including Zip Code)

 

(888) 570-3698

(Issuer's 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, $0.001 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 checkmark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 checkmark 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.  X .


Indicate by checkmark 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.


Large accelerated filer

      .

Accelerated filer

      .

Non-accelerated filer

      . (Do not check if a smaller reporting company)

Smaller reporting company

  X .


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes      .  No  X .


State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter:





Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date:


As of August 31, 2014, there were 63,100,000 shares of common stock issued, par value $0.001, outstanding.


The aggregate market value of the voting and non-voting equity held by non-affiliates is 7,000,000 shares at .01 a share as of August 31, 2013 for a total market value of $700,000, and a total of 20,000,000 issued and outstanding.


DOCUMENTS INCORPORATED BY REFERENCE:


None.


Transitional Small Business Disclosure Format: Yes      .  No  X .








ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


The following table sets forth information regarding the beneficial ownership of our shares of common stock at August 31, 2013, by (i) each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock, (ii) each of our directors, (iii) our executive officers, and (iv) by all of our directors and executive officers as a group. Each person named in the table, has sole voting and investment power with respect to all shares shown as beneficially owned by such person and can be contacted at our executive office address.


Title of Class

 

Name of Owner

 

Amount and Nature of Beneficial Ownership

 

Percent of Class (%)

Common

 

Patrick Johnson

 

15,000,000

 

23.8%

Common

 

Terry Lynch

 

11,000,000

 

17.4%

Common

 

Global Finishing

 

10,000,000

 

15.8%

Common

 

Alliance Strategic

 

5,000,000

 

7.9%

Common

 

Bay Street Capital

 

3,875,000

 

6.1%


The percent of class is based on 20,000,000 shares of common stock issued and outstanding as of the date of this annual report.


The Company has no securities authorized for issuance under equity compensation plans.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE


During the fiscal year ended August 31, 2013:


The President of the Company provides management services to the Company. During the year ended August 31, 2013 accrued management services of $60,000 were charged to operations.


Otherwise, no director and officer, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to all of our outstanding shares, nor any promoter, nor any relative or spouse of any of the foregoing persons has any material interest, direct or indirect, in any transaction since our incorporation or in any presently proposed transaction which, in either case, has or will materially affect us.


RELATED PARTY NOTE HOLDERS:


NAME

 

AMOUNT

 

OFFICER/ DIRECTOR

 

SHAREHOLDER

A. Krioukov

 

22,130

 

 

 

YES

John Gingerich

 

250,000

 

 

 

          YES

Ewing

 

273,500

 

YES

 

YES

Geotech Bus

 

15,000

 

 

 

YES

QuoteBrand

 

90,700

 

 

 

YES

Marcus Mueller

 

11,000

 

 

 

YES

P. Johnson

 

5,128

 

YES

 

YES

Ian Nuttall

 

315,000

 

 

 

YES

Wayne Doss

 

500

 

 

 

YES









SIGNATURES


Pursuant to the requirements of Section 13 or 15 (d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Falcon Crest Energy Inc.



/s/ Patrick Johnson

Patrick Johnson

CEO/CFO, and Director

Dated: December 17, 2014



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.


Falcon Crest Energy Inc.



/s/ Patrick Johnson

Patrick Johnson

CEO/CFO, and Director

Dated: December 17, 2014