Nevada
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20-0266164
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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17-120 West Beaver Creek Rd., Richmond Hill, Ontario, Canada
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L4B 1L2
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [X]
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(Do not check if a smaller reporting company)
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Schema
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101.CAL
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XBRL Taxonomy Calculation Linkbase
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101.DEF
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XBRL Taxonomy Definition Linkbase
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101.LAB
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XBRL Taxonomy Label Linkbase
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101.PRE
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XBRL Taxonomy Presentation Linkbase
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Exhibit
Number
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Exhibit Description
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(3)
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Articles of Incorporation; Bylaws
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3.1
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Articles of Incorporation of Falconridge Oil Technologies Corp. (incorporated by reference to our Registration Statement on Form S-1 filed on October 14, 2008)
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3.2
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Bylaws of Falconridge Oil Technologies Corp. (incorporated by reference to our Registration Statement on Form S-1 filed on October 14, 2008)
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3.3
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Certificate of Change (incorporated by reference to our Current Report on Form 8-K filed on December 29, 2010)
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3.4
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Articles of Merger (incorporated by reference to our Current Report on Form 8-K filed on December 29, 2010)
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3.5
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Articles of Merger (incorporated by reference to our Current Report on Form 8-K filed on June 28, 2013)
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(4)
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Instrument Defining the Right of Holders, Including Indentures
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4.1
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Form of Share Certificate (incorporated by reference to our Current Report on Form 8-K filed on August 21, 2013)
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(10)
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Material Contracts
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10.1
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Services and Gross Overriding Royalty Agreement dated October 7, 2011 (incorporated by reference to our Amended Registration Statement on Form S-1/A #5 filed on July 22, 2014) ***
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10.2
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Agreement between Falconridge Ontario and Meadowbank Asset Management Inc. dated February 17, 2011 (incorporated by reference to our Amended Registration Statement on Form S-1/A #2 filed on December 16, 2013)
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10.3
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License Agreement with HydroSlotter Corporation of Canada dated October 1, 2012 (incorporated by reference to our Amended Registration Statement on Form S-1/A #5 filed on July 22, 2014) ***
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10.4
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Share Exchange Agreement among Falconridge Oil Technologies Corp., Falconridge Oil Ltd. and the Shareholders of Falconridge Oil Ltd. dated August 2, 2013 (incorporated by reference to our Amended Registration Statement on Form S-1/A filed on October 23, 2013)
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10.5
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2013 Stock Option Plan (incorporated by reference to our Current Report on Form 8-K filed on August 21, 2013)
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10.6
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Management Agreement dated February 7, 2014 between our company and Mark Pellicane (incorporated by reference to our Current Report on Form 8-K filed on March 31, 2014)
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10.7
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Management Agreement dated February 7, 2014 between our company and Alfred Morra (incorporated by reference to our Current Report on Form 8-K filed on March 31 , 2014)
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(14)
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Code of Ethics
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14.1
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Code of Ethics and Business Conduct (incorporated by reference to our Amended Annual Report on Form 10-K/A filed on June 16, 2014)
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Exhibit
Number
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Exhibit Description
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(31)
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Rule 13a-14(a) / 15d-14(a) Certifications
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31.1*
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Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
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31.2*
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Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
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(32)
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Section 1350 Certifications
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32.1*
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Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
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32.1*
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Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
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101**
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Interactive Data Files
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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*
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Filed herewith.
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**
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Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under these sections.
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***
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Certain parts of this document have not been disclosed and have been filed separately with the Secretary, Securities and Exchange Commission, and are subject to a confidential treatment request pursuant to Rule 406 of the Securities Exchange Act of 1933.
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FALCONRIDGE OIL TECHNOLOGIES CORP.
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Date: October 24, 2014
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/s/ Mark Pellicane
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Mark Pellicane
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President, Chief Executive Officer and Director
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(Principal Executive Officer)
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Date: October 24, 2014
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/s/ Alfred Morra
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Alfred Morra
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Chief Financial Officer, Treasurer and Director
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(Principal Financial Officer and Principal Accounting Officer)
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ Mark Pellicane | |
Mark Pellicane
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President, Chief Executive Officer and Director
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(Principal Executive Officer)
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ Alfred Morra | |
Alfred Morra
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Chief Financial Officer, Treasurer and Director
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(Principal Financial Officer and Principal Accounting Officer)
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(1)
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the Quarterly Report on Form 10-Q/A of Falconridge Oil Technologies Corp. for the period ended August 31, 2014 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Falconridge Oil Technologies Corp.
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Date: October 24, 2014
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/s/ Mark Pellicane | ||||
Mark Pellicane
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President, Chief Executive Officer and Director
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(Principal Executive Officer)
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Falconridge Oil Technologies Corp.
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(1)
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the Quarterly Report on Form 10-Q/A of Falconridge Oil Technologies Corp. for the period ended August 31, 2014 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Falconridge Oil Technologies Corp.
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Date: October 24, 2014
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/s/ Alfred Morra | ||||
Alfred Morra
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Chief Financial Officer, Treasurer and Director
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(Principal Financial Officer and Principal Accounting Officer)
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Falconridge Oil Technologies Corp.
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Related party payable - First World Trade Corporation
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6 Months Ended |
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Aug. 31, 2014
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Related party payable - First World Trade Corporation | |
Related party payable - First World Trade Corporation | 4. Related party payable First World Trade Corporation First World Trade Corporation (FWT) is a company controlled by a shareholder of the Company. As at August 31, 2014, FWT has advanced the Company $1,462,090 (2013 - $1,388,624) to fund operating costs and shared expenses, the loan is non-interest bearing and without specific terms of repayment. |
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Going Concern
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6 Months Ended |
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Aug. 31, 2014
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Going Concern | |
Going Concern | 3. Going Concern
As shown in the accompanying financial statements, we have incurred net losses of $1,660,656 since inception. This condition raises substantial doubt as to our ability to continue as a going concern. In response to these conditions, we may raise additional capital through the sale of equity securities, through an offering of debt securities or through borrowings from financial institutions or individuals. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. |
Incorporation and nature of operations
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6 Months Ended |
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Aug. 31, 2014
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Incorporation and nature of operations | |
Incorporation and nature of operations | 1. Incorporation and nature of operations The Company is an oil and gas technology company that specializes in identifying and accessing additional petroleum reserves that are usually left in the ground. The Companys value proposition is extracting new resources from wells that have been assessed as uneconomic. Most of the Companys projects will involve depleted or low producing assets. Assets are stimulated utilizing Terra Slicing Technology (TST) for maximum effectiveness and productivity, essentially revitalizing the pre-existing well and establishing a flow rate with a significant percentage of its initial production. Alternatively, TST may be utilized as part of a workover project or procedure |
Summary of significant accounting policies
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6 Months Ended |
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Aug. 31, 2014
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Summary of significant accounting policies | |
Summary of significant accounting policies | 2. Summary of significant accounting policies
Basis of presentation
The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America and with the rules and regulations of the Securities and Exchange Commission to Form 10-Q and Article 8 of Regulation S-X. These unaudited interim statements should be read in conjunction with the financial statements of the Company for the year ended February 28, 2014 and notes thereto contained in the information as part of the Company's Annual Report on Form 10-K filed with the SEC on June 13, 2014. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2014 as reported in the Form 10-K have been omitted. In the opinion of management, the unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) which are necessary to present fairly the financial position and the results of operations for the interim periods presented herein. Unaudited interim results are not necessarily indicative of the results for the full year.
Use of estimates
The preparation of financial statements in conformity with 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. |
Consolidated Balance Sheets Parentheticals (USD $)
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Aug. 31, 2014
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Feb. 28, 2014
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Parentheticals | ||
Property & equipment accumulated depreciation | $ 3,411 | $ 2,630 |
Oil and gas properties accumulated depreciation | $ 31,794 | $ 27,094 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 450,000,000 | 450,000,000 |
Common Stock, shares issued | 49,016,667 | 49,016,667 |
Common Stock, shares outstanding | 49,016,667 | 49,016,667 |
Document and Entity Information
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6 Months Ended | |
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Aug. 31, 2014
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Oct. 22, 2014
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Document and Entity Information: | ||
Entity Registrant Name | Falconridge Oil Technologies Corp. | |
Document Type | 10-Q | |
Document Period End Date | Aug. 31, 2014 | |
Amendment Flag | false | |
Entity Central Index Key | 0001401859 | |
Current Fiscal Year End Date | --02-28 | |
Entity Common Stock, Shares Outstanding | 49,016,667 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q2 |
Consolidated Statements of Operations (USD $)
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3 Months Ended | 6 Months Ended | ||
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Aug. 31, 2014
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Aug. 31, 2013
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Aug. 31, 2014
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Aug. 31, 2013
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Revenue: | ||||
Oil & Gas revenue | $ 1,497 | $ 4,929 | $ 7,820 | $ 10,052 |
Expenses | ||||
General and administrative | 55,039 | 126,007 | 113,064 | 254,835 |
Depreciation, amortization and depletion | 2,291 | 3,153 | 5,482 | 10,947 |
Total operating expense | 57,330 | 129,160 | 118,546 | 265,782 |
Other income (expense) | ||||
Gain on disposal of equipment | 0 | 3,428 | 0 | 3,428 |
Interest expense | (2,000) | (2,324) | (4,000) | (2,562) |
Net loss | $ (57,833) | $ (123,127) | $ (114,726) | $ (254,864) |
Loss per common share - basic and diluted | $ 0.00 | $ (0.01) | $ 0.00 | $ (0.01) |
Weighted average number of common shares outstanding | 49,016,667 | 48,750,000 | 49,016,667 | 48,750,000 |
Related party payable (Details) (USD $)
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Aug. 31, 2014
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Aug. 31, 2013
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Related party payable: | ||
Due to Related Party | $ 1,462,090 | $ 1,388,624 |
Going Concern (Details) (USD $)
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6 Months Ended |
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Aug. 31, 2014
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Going Concern Consists Of: | |
Incurred net losses since inception | $ 1,660,656 |
Consolidated Statements of Cash Flows (USD $)
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6 Months Ended | |
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Aug. 31, 2014
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Aug. 31, 2013
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CASH FLOWS OPERATING ACTIVITIES: | ||
Net loss | $ (114,726) | $ (254,864) |
Depreciation, amortization and depletion | 5,482 | 10,947 |
Gain on oil and gas interest received | 0 | (3,428) |
Accounts receivable | 1,279 | 21,304 |
Accounts payable and accrued liabilities | 82,147 | 14,715 |
Net cash used in operating activities | (25,818) | (211,326) |
Cash received in acquisition | 0 | 16,455 |
Advances from related party | 0 | 183,286 |
Cash received from debt issuance | 0 | 400,000 |
Net cash from financing activities | 0 | 583,286 |
Net change in cash | (25,818) | 388,415 |
Cash, beginning of period | 26,797 | 3,375 |
Cash, end of period | 979 | 391,790 |
Cash paid during the year for income taxes | 0 | 0 |
Cash paid during the year for interest | $ 0 | $ 0 |
Accounting Policies (Policies)
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6 Months Ended |
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Aug. 31, 2014
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Accounting Policies: | |
Basis of presentation | Basis of presentation
The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America and with the rules and regulations of the Securities and Exchange Commission to Form 10-Q and Article 8 of Regulation S-X. These unaudited interim statements should be read in conjunction with the financial statements of the Company for the year ended February 28, 2014 and notes thereto contained in the information as part of the Company's Annual Report on Form 10-K filed with the SEC on June 13, 2014. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2014 as reported in the Form 10-K have been omitted. In the opinion of management, the unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) which are necessary to present fairly the financial position and the results of operations for the interim periods presented herein. Unaudited interim results are not necessarily indicative of the results for the full year. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with 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. |