UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
  Form 10-Q
 (Mark One)
 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the quarterly period ended August 31, 2015
 
 or
 
 [  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the transition period from ___________________ to ___________________
  Commission File Number 000-54253
  
 FALCONRIDGE OIL TECHNOLOGIES CORP.
 (Exact name of registrant as specified in its charter)
 
 Nevada

20-0266164(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)17-120 West Beaver Creek Rd., Richmond Hill, Ontario, Canada

L4B 1L2(Address of principal executive offices)

(Zip Code)
 
 (905) 771-6551
 (Registrant’s telephone number, including area code)
 
 N/A
 (Former name, former address and former fiscal year, if changed since last report)
 
 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. [X] YES [  ] 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 (§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). [X] YES [  ] NO
 
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small 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 [  ]
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
  APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
 PROCEEDINGS DURING THE PRECEDING FIVE YEARS
 
 Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. [  ] YES [  ] NO
 
 APPLICABLE ONLY TO CORPORATE ISSUERS
 
 Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
 186,295,240 common shares issued and outstanding as of October 16, 2015.
  
  FALCONRIDGE OIL TECHNOLOGIES CORP.
  Form 10-Q
  TABLE OF CONTENTS
  PART I - FINANCIAL INFORMATIONItem 1. Financial Statements
3Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
13Item 3. Quantitative and Qualitative Disclosures About Market Risk
23Item 4. Controls and Procedures
23PART II - OTHER INFORMATIONItem 1. Legal Proceedings
23Item 1A. Risk Factors
23Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
23Item 3. Defaults Upon Senior Securities
24Item 4. Mining Safety Disclosures
24Item 5. Other Information
24Item 6. Exhibits
25SIGNATURES
27





2





PART I – FINANCIAL INFORMATION




Item 1. Financial Statements




Our unaudited interim consolidated financial statements for the three and six month periods ended August 31, 2015 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.




MANAGEMENT'S COMMENTS ON UNAUDITED INTERIM FINANCIAL STATEMENTS




The accompanying unaudited interim consolidated 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 consolidated financial statements should be read in conjunction with the financial statements of our company for the year ended February 28, 2015 and notes thereto contained in the information as part of our company’s Annual Report on Form 10-K filed with the SEC on June 15, 2015. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2015 as reported in the Form 10-K have been omitted. In the opinion of management, the unaudited interim consolidated 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.







3





Falconridge Oil Technologies Corp.


Consolidated Balance Sheets


As at August 31, 2015 and February 28, 2015


(Unaudited)








August 31,


February 28,2015


2015ASSETSCurrentCash

$
201,947


$
233,551Accounts receivable


7,797



2,714Prepaid and other current assets


42,800



11,808Deferred finance costs, net of accumulated amortization of $25,600 and $0 respectively


51,274



95,974Total current assets


303,818



344,047Property & equipment net of accumulated depreciation of $3,937 and $3,436 respectively


2,070



2,809Oil and gas properties net of accumulated depletion of $30,799 and $30,712 respectively


66,872



72,322Total assets

$
372,760


$
419,178LIABILITIES AND STOCKHOLDERS' DEFICITCurrentAccounts payable

$
136,311


$
147,389Accounts payable related parties


118,322



133,421Accrued liabilities


41,646



52,948Loans payable - related parties


1,109,589



1,170,275Derivative liability


423,698



369,344Loan payable


70,000



70,000Convertible notes payable, net of debt discount of $359,656 and $335,076 respectively


106,594



38,674Total current liabilities


2,006,160



1,982,051Total liabilities


2,006,160



1,982,051STOCKHOLDERS' DEFICITPreferred stock $0.001 par value, 450,000,000 shares authorized0 shares issued and outstandingCommon stock, $.001 par value, 450,000,000 shares authorized;57,213,569 and 49,130,616 shares issued and outstanding as ofAugust 31, 2015 and February 28, 2015


57,214



49,131Additional paid in capital


466,855



320,969Accumulated Deficit


(2,557,173
)


(2,166,283
)Accumulated other comprehensive income


399,704



233,310Total stockholders' deficit


(1,633,400
)


(1,562,873
)Total liabilities and stockholders' deficit

$
372,760


$
419,178














The accompanying notes are an integral part of these consolidated financial statements.




4





Falconridge Oil Technologies Corp.


Consolidated Statements of Operations and Comprehensive Loss


For the Six Months Ended August 31, 2015 and  2014


(Unaudited)








Three Months


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedAugust 31,


August 31,


August 31,


August 31,2015


2014


2015


2014Oil & gas revenue

$
3,460


$
1,497


$
5,211


$
7,820ExpensesGeneral and administrative


223,911



55,039



293,315



113,064Depreciation, amortization and depletion


2,724



2,291



3,276



5,482Total operating expense


226,635



57,330



296,591



118,546Operating loss


(223,175
)


(55,833
)


(291,380
)


(110,726
)Other income (expense)Interest (expense) income


(53,977
)


(2,000
)


(100,800
)


(4,000
)Amortization of deferred finance costs


(25,600
)


-



(51,200
)


-Change in fair value of derivative liability


217,218



-



52,490



-137,641



(2,000
)


(99,510
)


(4,000
)Net Loss

$
(85,534
)

$
(57,833
)

$
(390,890
)

$
(114,726
)Loss per common share - Basic and diluted

$
(0.01
)

$
(0.01
)

$
(0.01
)

$
(0.01
)Weighted average number of common shares outstanding


53,327,358



49,016,667



53,327,358



49,016,667Comprehensive income (loss)Net Loss

$
(85,534
)

$
(57,833
)

$
(390,890
)

$
(114,726
)Currency translation adjustment


71,996



-



119,195



-Total comprehensive income (loss)

$
(13,538
)

$
(57,833
)

$
(271,695
)

$
(114,726
)














The accompanying notes are an integral part of these consolidated financial statements.




5





Falconridge Oil Technologies Corp.


Consolidated Statement of Stockholders' Deficit


For the Six Months Ended August 31, 2015 and 2014


(Unaudited)








AccumulatedAdditional


Total


ComprehensiveCommon


Stock


Paid in


Accumulated


Income


Stockholders'Shares


Amount


Capital


Deficit


(loss)


DeficitBalances, February 28, 2015


49,130,616


$
49,131


$
320,969


$
(2,166,283
)

$
280,509


$
(1,515,674
)Common stock issued


8,082,953



8,083



145,886



-



-



153,969Currency translation adjustment


-



-



-



-



119,195



119,195Net loss


-



-



-



(390,890
)


-



(390,890
)Balances, August 31, 2015


57,213,569


$
57,214


$
466,855


$
(2,557,173
)

$
399,704


$
(1,633,400
)














The accompanying notes are an integral part of these consolidated financial statements.




6





Falconridge Oil Technologies Corp.


Consolidated Statements of Cash Flows


For the Six Months Ended August 31, 2015 and 2014


(Unaudited)








August 31,


August 31,2015


2014Cash flows from operating activitiesNet Loss

$
(390,890
)

$
(114,726
)Adjustment to reconcile net loss to net cash used in operationsNon-cash interest


89,233



-Depreciation, amortization and depletion


3,276



5,482Stock based compensation


85,600



-Amortization of deferred finance costs


51,200



-Change in fair value of derivative liability


(52,490
)


-Changes in working capitalAccounts receivable


(5,083
)


1,279Accounts payable and accrued liabilities


10,416



82,147Prepaid and other current assets


11,808



-Accounts payable - related parties


(15,099
)


-Net cash used in operating activities


(212,029
)


(25,818
)Cash flows from financing activitiesProceeds from Convertible notes payable


100,000



-Financing fees paid


(6,500
)


-Net cash provided by financing activities


93,500



-Effect of foreign currency on cash


86,925



-Net decrease change in cash


(31,604
)


(25,818
)Cash, beginning of period


233,551



26,797Cash, end of period

$
201,947


$
979Supplemental disclosure of cash flow information:Cash paid during the year for income taxes

$
-


$
-Cash paid during the year for interest

$
-


$
-Non-cash investing and financing disclosures:Consulting fees  via shares of common stock

$
128,400


$
-Convertible debt repaid with common shares

$
7,500


$
-Addition of derivative liability/debt discount

$
113,814


$
-














The accompanying notes are an integral part of these consolidated financial statements.




7





Falconridge Oil Technologies Corp.


Notes to Consolidated Financial Statements


For the Six Months Ended August 31, 2015 and 2014


(Unaudited)








1. Incorporation and nature of operations





Falconridge Oil Technologies Corp. (“the Company”) was incorporated on May 30, 2007 under the name Ameriwest Minerals Corp. on December 23, 2010, the Company changed its name to Ameriwest Petroleum Corp. by way of a merger with its wholly-owned subsidiary, Ameriwest Petroleum Corp., which was formed solely for the change of name.





Effective July 2, 2013, in accordance with approval from the Financial Industry Regulatory Authority ("FINRA"), the Company changed its name from "Ameriwest Petroleum Corp." to "Falconridge Oil Technologies Corp." by way of a merger with its wholly-owned subsidiary Falconridge Oil Technologies Corp., which was formed solely for the change of name.





The name change became effective with the OTCBB at the opening of trading on July 2, 2013 under the symbol "FROT".  On July 2, 2103, the Company's stock symbol changed from "AWSS" to "FROT" to better reflect the new name of the Company.





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 Company's value proposition is extracting new resources from wells that have been assessed as uneconomic.  Most of the Company's projects will evolve 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.





2. Summary of significant accounting policies





Basis of presentation




The accompanying unaudited consolidated financial statements and related notes have been prepared by management 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 consolidated interim statements should be read in conjunction with the consolidated financial statements of the Company for the year ended February 28, 2015 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 15, 2015.  Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2015 as reported in the Form 10-K have been omitted.   In the opinion of management, the unaudited consolidated 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, or any other period.





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.





8





Falconridge Oil Technologies Corp.


Notes to Consolidated Financial Statements


For the Six Months Ended August 31, 2015 and 2014


(Unaudited)








2. Summary of significant accounting policies(cont'd)





Fair value of financial instruments





The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:




Level 1
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.





Level 2
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.





Level 3
Pricing inputs that are generally observable inputs and not corroborated by market data.




The carrying amounts of financial assets and liabilities, such as cash, accounts receivable, accounts payable, and accrued expenses, approximate their fair values because of the short maturity of these instruments.





The derivative liabilities are measured at fair value using quoted market prices and estimated volatility factors based on historical quoted market prices for the Company's common stock, and are classified within Level 3 of the valuation hierarchy.





The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of August 31, 2015.





Level 1


Level 2


Level 3Derivative liabilities

$
-


$
-


$
423,698





The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of February 28, 2015.





Level 1


Level 2


Level 3Derivatives liabilities

$
-


$
-


$
369,344








9





Falconridge Oil Technologies Corp.


Notes to Consolidated Financial Statements


For the Six Months Ended August 31, 2015 and 2014


(Unaudited)








3. Going concern





As shown in the accompanying financial statements, the Company has an accumulated deficit of $2,557,073 since inception, a stockholders' deficit of $1,633,400 at August 31, 2015 and a working capital deficit of $1,702,342.  These conditions among others, raise substantial doubt as to the Company's 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.





4. Loans Payable - related parties





First World Trade Corporation (“FWT”) is a company controlled by a shareholder of the Company.  As at August 31 2015 and February 28, 2015, FWT has advanced the Company $1,109,589 and $1,170,275 respectively) to fund operating costs and shared expenses, the loan is non-interest bearing and without specific terms of repayment.





As of August 31, 2015 and February 28, 2015, the Company owed accounts payables to related parties of $118,322 and $133,421l respectively.





5. Convertible notes payable





During the period ended August 31, 2015, the Company issued the following convertible note payable.





The Company has determined that it needs to account for the Convertible Note Payable issued as derivative liabilities and apply the provisions of ASC 815.





EMA Financial LLC $100,000 bearing interest at 12% per annum and matures April 15, 2016.  The note may be prepaid up to 180 days from the date of issue with a prepayment of 135% depending on date of prepayment and is Convertible into common shares at 60% of the lowest trading price for the 20 days prior to giving notice of conversion.  The Company received $100,000 on issuance.  The Company recorded  a debt discount related to the day 1 fair value of the derivative liability of $100,000.





The Company recorded amortization of debt discount expense of $75,420 during the period for these notes.





A summary of the activity of Convertible Notes payable is shown below.





Total convertible notes

$
466,250Discount on notes


(359,656
)Net convertible notes

$
106,594








10





Falconridge Oil Technologies Corp.


Notes to Consolidated Financial Statements


For the Six Months Ended August 31, 2015 and 2014


(Unaudited)








6. Derivative liabilities





The Company has determined that it needs to account for the Convertible Notes Payable issued as derivative liabilities and apply the provisions of ASC 815.





The Company records the fair value of the of the conversion price of the convertible notes disclosed in Note 6 in accordance with ASC 815, Derivatives and Hedging. The fair value of the derivative was calculated using a multi-nominal lattice model performed by an independent qualified business valuator. The fair value of the derivative liability is revalued on each balance sheet date with corresponding changes in fair value recorded in the consolidated statement of operations. During the period ended August 31, 2015, the Company recorded a gain on the change in fair value of derivative liability of $52,490 (2014 - $0).  At August 31, 2015 the Company recorded a derivative liability of $423,698 (2014 - $0).





For the lattice options pricing model that values the compound embedded derivatives based on a probability weighted discounted cash flow model.  The Convertible Note derivative issued April 16, 2015 was valued as of inception and as of August 31, 2015.  The following assumptions were used for the valuation of the derivative liability related to the April 16, 2015 Note:





The stock price (decreasing from $1.15 to $0.018 in this period which significantly increased the liability) would fluctuate with the Company’s projected volatility;





An event of default for the Convertible Note would occur 0% of the time, increasing 1.00% per month to a maximum of 10%;





Alternative financing for the Convertible Note would be initially available to redeem the note 0% of the time and increase monthly by 2% to a maximum of 10%;





The monthly trading volume would average $5,399,150 to $599,618 and increase at 1% per month;





The variable conversion prices ranging from 60% to 65% of the trading prices over 20 trading days have effective discount rates of 57.15% to 52.70%;





The Note Holders would automatically convert the notes with variable conversion prices if the registration was effective and the company not in default;





The Company recorded the excess fair value of the derivative liability above the proceeds of $13,814 as interest expense.





11





Falconridge Oil Technologies Corp.


Notes to Consolidated Financial Statements


For the Six Months Ended August 31, 2015 and 2014


(Unaudited)








7. Stockholders' equity





Common stock





On March 16, 2015, the Company entered into a consulting agreement with Dominic Johnny Calabrigo (“Calabrigo”).  Calabrigo is to be compensated with 4,840,000 Common Shares of the Company.  The agreement expires on December 25, 2015  On April 10, 2015, the Company issued 2,440,000 common shares, with a fair value of $73,200 and on May 6. 2015 the Company issued 2,400,000 common shares with a fair value of $55,200  to Domenic Calabrigo pursuant to the consulting agreement.





As of February 28, 2015, the Company has entered into an agreement with Empire State Financial Inc. (“Empire”) whereupon the Company would compensate Empire for arranging financing for the Company with 27,500 common shares.  The fair value of the common shares of $11,000 has been recorded as a stock payable liability as of February 28, 2015.  The common shares were issued on March 22, 2015.





During the period, the holders of the convertible notes payable converted $7,500 of notes in exchange for 3,215,453 common shares.





8. Subsequent events





Management has evaluated subsequent events through the date these financial statements were available to be issued.  Based on this evaluation, no material events have occured that require recognition or disclosure to the financial statements.





In September 2015, the holders of the convertible notes payable converted $35,400 of notes in exchange for 26,540,005 common shares.





12





Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations




FORWARD LOOKING STATEMENTS




This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. 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 unaudited interim consolidated financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.




In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to “US$” refer to United States dollars and all references to “common stock” refer to the common shares in our capital stock.




As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Falconridge Oil Technologies Corp., and our wholly owned subsidiary, Falconridge Oil Ltd., an Ontario, Canada corporation, unless otherwise indicated.




Corporate Background




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. We were 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. 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 to use in a test process. 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. Our company therefore felt it was appropriate to write off the asset during the period ended November 30, 2010.




13




On June 20, 2013, we entered into a letter of intent for a share exchange transaction and acquisition with Falconridge Oil Ltd., an Ontario, Canada corporation, and its shareholders. Pursuant to the terms of the agreement, we agreed to acquire all 100 issued and outstanding shares of Falconridge Ontario’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 Ontario.




Effective July 2, 2013, in accordance with approval from the Financial Industry Regulatory Authority (“FINRA”), we changed our company’s name from “Ameriwest Petroleum Corp.” 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.




The name change became effective with the OTCBB at the opening of trading on July 2, 2013 and our stock symbol changed from “AWSS” to “FROT” to better reflect the new name of our company.




On August 2, 2013, we entered into a share exchange agreement with Falconridge Ontario and its shareholders. Pursuant to the terms of the share exchange agreement, we agreed to acquire all 100 issued and outstanding shares of Falconridge Ontario’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 Ontario.




Further, pursuant to the share exchange agreement, we are required to:




(a)
provide to Falconridge Ontario a financing of debt or equity for $1,100,000, which is to close no later than 150 days from the closing of the share exchange and on mutually agreeable terms (completed);





(b)
complete a private placement of an aggregate of $400,000 at $1.50 per share (for the purposes of furthering the business of Falconridge Ontario) (completed); and





(c)
complete an equity financing, using our commercially best efforts, of up to $6,000,000 for 4,000,000 units 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. As a term to the equity financing, any party, who is successful in raising funds, with respect to the equity financing, from a private investor shall earn a cash commission of 7% and a commission of 5% payable in warrants (each, a “Commission Warrant”). Each Commission Warrant shall have the same terms as the Financing Warrants. If we are unable to complete the equity financing, then we may offer to Falconridge Ontario to complete a financing of up to $6,000,000 that may include debt, preferred shares of our company or a combination of the foregoing.




We may be unable to secure any debt or equity financing on terms acceptable to us, or at all, at the time when we need such funding. Additionally, although we agreed to complete the above financings, where we are unable to complete any of the financings in the agreement, there will not be any real consequences on the parties of the agreement. The value of the agreement to provide such financings is the use of commercially best efforts to fulfill the financings and demonstrating the need for financings to occur for our business to be successful.




On August 2, 2013, we closed the share exchange by issuing the required 29,250,000 common shares to the shareholders of Falconridge Ontario. As a result of the share exchange, Falconridge Ontario is now the wholly-owned subsidiary of our company. Concurrently, and as a condition to closing the share exchange agreement, Mr. Muran cancelled 18,000,000 shares of our common stock. He received no consideration for the cancellation of his stock.




14




In connection with the share exchange agreement, we adopted a stock option plan on August 2, 2013 to issue options to purchase up to 10% of the issued and outstanding of our capital stock when the share exchange closed, being 4,875,000 shares, to our board members and management, at an exercise price of $1.50 per share or higher. When the options are granted, they will vest quarterly over two years from the date of grant and shall expire 24 months from vesting.




Additionally, effective August 2, 2013, we changed our fiscal year end to February 28.




As a result of the closing of the share exchange agreement with Falconridge Ontario, Falconridge Ontario has become our wholly-owned subsidiary and we now carry on business in the Province of Ontario, Canada.Our company has generated only minimal revenue.




On February 20, 2015, we filed a Certificate of Amendment with the Nevada Secretary of State to create 450,000,000 shares of preferred stock, par value $0.001.  The Certificate of Amendment became effective with the Nevada Secretary of State on February 23, 2015.




On February 20, 2015, we filed a Certificate of Designation with the Nevada Secretary of State designating 10,000,000 shares of our preferred stock as Series A Preferred Stock, which series shall have certain designations and number thereof, powers, preferences, rights, qualifications, limitations and restrictions, in particular, it shall have the following voting rights:




Each share of Series A Preferred Stock shall entitle the holder to one (1) votes for each share of Series A Preferred Stock.  In any vote or action of the holders of the Series A Preferred Stock voting together as a separate class, each share of issued and outstanding Series A Preferred Stock shall entitle the holder thereof to one vote per share. The holders of Series A Preferred Stock shall vote together with the shares of Common Stock as one class. The holders of the Series A Preferred Stock shall share ratably, with the holders of common stock, in any dividends that may, from time to time may be declared by the board of directors.  The holders of the Series A Preferred Stock shall rank pari passu with the holders of common stock in respect of all rights in liquidation, dissolution or winding up with all of said assets being distributed among the holders of the Series A Preferred Stock and other classes of stock ranking pari passu with the Series A Preferred Stock.  The holders of the Series A Preferred Stock shall have the right to convert at any time all or any portion of the shares of Series A Preferred Stock held by such person into a number of fully paid and nonassessable shares of Common Stock equal to 1,000 (one thousand) shares of Common Stock for each 1 (one) share of Series A Preferred Stock being converted (the “Conversion Ratio”), provided that the Company has a sufficient number of authorized shares of Common Stock for such conversion.




Our administrative office is located at 17-120 West Beaver Creek Rd., Richmond Hill, Ontario, Canada L4B 1L2. Our fiscal year end is February 28.




Business Overview




We are an oil and gas technology company that specializes in identifying and accessing additional petroleum reserves that are usually left in the ground. Our value proposition is extracting new resources from wells that have been assessed as uneconomic. Most of our 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.




Using the TST, our company offers operators a lower-cost alternative to drilling a new well, by accessing hydrocarbons currently in the ground within existing low or non-producing wells.




Our goal is to shift the industry and social paradigm away from new drilling and towards increasing efficiency of current extraction in existing well-bores to increase recovery of oil and gas. Thus, when widely applied, TST can add significant reserves to the energy resources of the world.




15




To date we have performed our TST services on only two wells. The Admiralty well continues to perform and is declining in production as expected. The SEG Well 6-21 Nipisi continues to have an extremely high water cut. The operator is continuing to pump the well aggressively on the hope that the water cut will decline and profitable oil production will result. We will revisit this situation at the end of the year.




We will finance projects involving the enhancement and stimulation of pre-existing oil and gas assets such as:




·
Producing well assets;
 ·
Dead wells;
 ·
Non-performing well assets; and
 ·
Low yield assets.




Most projects involve depleted or low producing assets. Assets are stimulated utilizing TST technology for maximum effectiveness and productivity, essentially revitalizing the per-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. We are the exclusive agents of TST in the United Arab Emirates and the exclusive marketing principal of TST globally, with non-exclusive rights to TST in any geographical region, country, or territory that does not infringe on the territorial rights of any other exclusive arrangement for TST that does not involve us. Further, we may only implement TST in certain areas around the world where we have a revenue interest in a property for which TST is applied (e.g. a gross over-riding royalty, override, working interest, revenue share, or share in some form of the hydrocarbon extraction from the property, contract, lease, or client).




Capital outlay and availability will be variable per project. Our intended business plan is to operate as an enhancement company and take a revenue interest in properties for which TST is applied as repayment as well as an interest in the form of a gross over-riding royalty on the producing asset. By applying TST, an operator will retrieve a significant portion of the well reserves still locked in the ground.




Our company assumes a financial risk in the process, with no capital outlay required by the asset holder or lease owner. Hence if there is no productivity, we bear the cost. To the well owner, this is a strong value proposition as we are taking an existing non-performing asset, and converting it to a cash flowing asset.




The financial risk we assume is part of our capital program to oil and gas well owner/operators. We understand that many operators cannot afford EORT (enhanced oil recovery techniques) despite the fact that they have assets that could perform at higher levels. Our program is made available to selected clients only after a detailed engineering and geological review of their asset. If it is confirmed that there will be a significant increase in production, then we enter into an agreement with the operator where in return for a GORR (gross overriding royalty) we will provide all the capital necessary to apply the TST technology to their asset. We assume all the financial risk. There will be significant covenants in our agreement with our client, such as the right to audit and the right to replace the operator should we ascertain a default in the agreement. Our program is designed to ensure capital repayment from the GORR within 12 months and then a cashflow uninhibited by operational costs of the well operator for the life of the well.




TST has been designed for deployment in virtually all environments and applications in the oil and gas industry. TST is designed to be applicable on land, or marine environments, and for both oil and gas well applications, in vertical or horizontal formats.




On February 17, 2011, Falconridge Ontario entered into an agreement with Meadowbank Asset Management Inc. Pursuant to this agreement, Meadowbank will attempt to source properties for the implementation of our technology. As a term to the agreement, Falconridge Ontario agreed to remunerate Meadowbank where:




1.
Falconridge Ontario is required to finance the technology implementation, then Meadowbank will be entitled to 10% of total gross revenue earned by Falconridge from the establishment of relationships and target from Meadowbank after initial expenses of enhancement or implementation are recovered from the property; or







16





2.
Falconridge Ontario is not required to finance the technology implementation, then Meadowbank will be entitled to:





a.
20% of total gross revenue earned by Falconridge from the establishment of relationships and target from Meadowbank; and


b.
10% of any up-front fees charged for the implementation of the technology.




In October 2011, Falconridge Ontario contracted with a third party to perform a workover of a well using TST. As payment, we received a royalty interest upon completion in February 2012. The value of the royalty interest obtained was fair valued based on our reserve report, which was deemed to be $128,990. We accounted for this royalty interest received as service revenues and capitalized the amount as oil and gas property. Falconridge performed its services on a second well in December of 2013. Our technology again proved its ability to slice into the formation with significant success. However, despite the successful demonstration of the TST’s ability, the well, to date, has produced a significant amount of water.




On October 1, 2012, we entered into a licensing agreement with HydroSlotter Corporation of Canada (“HSC”). Pursuant to this agreement, we became the exclusive marketing agent for TST from HSC in the United Arab Emirates. Additionally, we are the exclusive marketing principal throughout the world of TST in any region that HSC does not already have exclusive arrangements for. In consideration of these rights, we paid a fee to HSC.




After a term of 14 months, this agreement was to terminate with 30 days of advance notice. As of December 1, 2013, this agreement was renewed by mutual consent and signature by both parties and continues on a year to year basis as neither party received notice of termination of this agreement. Pursuant to the agreement, HSC and our company signed a letter of renewal dated April 17, 2014 to evidence mutual consent to extend the license agreement until December 31, 2014 and has subsequently extended the agreement to December 31, 2015.




On October 15, 2014, we entered into an agreement with LiveCall Investor Relations Company. Pursuant to this agreement, LiveCall is to provide us with investor relation services for a term of three months. In exchange for the services provided by LiveCall, we are to compensate LiveCall with an initial non-refundable fee of $7,500 and $2,500 per month. The term of this agreement will be automatically extended on a monthly basis after the term of three months unless 30 days of written notice is given by either party.




Results of Operations




Three and Six Month Periods Ended August 31, 2015 Compared to the Three and Six Month Periods Ended August 31, 2014.




The following summary of our results of operations should be read in conjunction with our financial statements for the three and six months ended August 31, 2015 and 2014.




Expenses




Our operating expenses for the three and six months ended August 31, 2015 and 2014 are summarized as follows:





Three Months Ended

August 31,


Six Months Ended

August 31,2015


2014


2015


2014Oil & Gas Revenue

$
3,460


$
1,497


$
5,211


$
7,820General and administrative expenses

$
223,911


$
55,038


$
293,315


$
113,064Depreciation, Amortization and Depletion

$
2,724


$
2,291


$
3,276


$
5,482Amortization of deferred finance costs

$
25,600


$
Nil


$
51,200


$
NilChange in fair value of derivative liability

$
217,218


$
Nil


$
52,490


$
NilInterest Expense

$
53,977


$
2,000


$
100,800


$
4,000Net Loss

$
85,534


$
57,833


$
390,890


$
114,726






17




Our net loss for the three months ended August 31, 2015 was $85,534 compared to a net loss of $57,833 during the three months ended August 31, 2014.




Our net loss for the six months ended August 31, 2015 was $390,890 compared to a net loss of $114,726 during the six months ended August 31, 2014.




During the three months ended August 31, 2015, we incurred operating expenses of $226,635 compared to operating expenses of $57,330 during the three months ended August 31, 2014.  The increases in operating expenses were generally related to increases in expenditures for general and administrative purposes.




During the six months ended August 31, 2015, we incurred operating expenses of $296,591 compared to operating expenses of $118,546 during the six months ended August 31, 2014. The increase in operating expenses were generally related to increased spending on general and administrative purposes.




Our net loss during the three months ended August 31, 2015 and 2014 was $0.01 per share and $0.01, respectively. The weighted average number of shares outstanding was 53,327,358 for the three month period ended August 31, 2015.




Our net loss during the six months ended August 31, 2015 and 2014 was $0.01 per share and $0.01, respectively. The weighted average number of shares outstanding was 53,327,358 for the six month period ended August 31, 2015.




Liquidity and Capital Resources




Working Capital




August 31,

2015


February 28,

2015Current Assets

$
303,818


$
344,047Current Liabilities

$
2,006,160


$
1,982,051Working Capital

$
(1,702,342
)

$
(1,638,004
)




As of August 31, 2015, our current assets were $303,818 and our current liabilities were $2,006,160 which resulted in a working capital deficit of $1,702,342. As of August 31, 2015, current assets were comprised of $201,947 in cash and $7,797 in accounts receivable compared to $233,551 in cash, $2,714 in accounts receivable and $11,808 in prepared and other current assets at February 28, 2015. As of August 31, 2015, current liabilities were comprised of $136,331 in accounts payable, $41,646 in accrued liabilities, $1,109,589 in loans from related parties and $70,000 in loans payable.




Cash Flows




Six Months

ended

August 31,

2015


Six Months

ended

August 31,

2014Cash Flows from (used in) Operating Activities

$
(212,029
)

$
(25,818
)Cash Flows from (used in) Investing Activities

$
Nil


$
NilCash Flows from (used in) Financing Activities

$
93,500


$
NilNet Increase (decrease) in Cash During Period

$
(31,704
)

$
(25,818
)






18




Cash Flows from Operating Activities




We have not generated positive cash flows from operating activities. For the six month period ended August 31, 2015, net cash flows used in operating activities was $212,029 consisting of a net loss of $390,890 and was  offset by changes in operating assets and liabilities (depreciation, amortization and depletion, accounts receivable and accounts payable and accrued liabilities). For the six month period ended August 31, 2014, net cash flows used in operating activities was $25,818 consisting of a net loss of $114,726 and was  offset by changes in operating assets and liabilities (depreciation, amortization and depletion, accounts receivable and accounts payable and accrued liabilities).




Cash Flows from Investing Activities




For the six months ended August 31, 2015 and August 31, 2014 we did not have any investing activities.




Cash Flows from Financing Activities




We have financed our operations primarily from loans with related parties, the issuance of equity and debt instruments. For the six months ended August 31, 2015, we generated $93,500 from financing activities. For the six months ended August 31, 2014, we generated $Nil from financing activities.




We will require additional funds to fund our budgeted expenses over the next 12 months. These funds may be raised through, equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares.




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.




Going Concern




There is significant doubt about our ability to continue as a going concern.




As shown in the accompanying financial statements, the Company has an accumulated deficit of $2,557,073 since inception, a stockholders' deficit of $1,633,400 at August 31, 2015 and a working capital deficit of $1,702,342.  These conditions among others raise substantial doubt as to the Company's 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.




Cash Requirements




We anticipate that our expenses over the next 12 months (beginning September 2015) will be approximately $2,744,000 as described in the table below. These estimates may change significantly depending on the nature of our business activities and our ability to raise capital from our shareholders or other sources.




19




Over the next 12 months we intend to carry on business as an enhanced oil and gas technology company. We anticipate that we will incur the following operating expenses during this period:




Estimated Funding Required During the Next 12 Months




Expense

Amount

($)Consulting Fees for Research and Development


NilEngineering


2,000,000Fixed asset purchases


15,000Management Consulting Fees


300,000Professional fees


180,000Rent


55,000Sales, Travel and Marketing


120,000Other general administrative expenses


74,000Total


2,744,000




We will require funds of approximately $2,744,000 over the next twelve months to operate our business. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on their investment in our common stock. Further, we may continue to be unprofitable.




Purchase of Significant Equipment




We do not intend to purchase any significant equipment during the next twelve months.




Contractual Obligations




As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.




Inflation




Inflation and changing prices have not had a material effect on our business and we do not expect that inflation or changing prices will materially affect our business in the foreseeable future.




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 or capital expenditures or capital resources that is material to an investor in our securities.




20




Seasonality




Our operating results and operating cash flows historically have not been subject to seasonal variations. This pattern may change, however, in the event that we succeed in bringing our technology to market and acquire oil and gas assets.




Limited Operating History; Need for Additional Capital




There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.




To become profitable and competitive, we must conduct the research and exploration of our properties before we start production of any minerals we may find. We sought equity financing to provide for the capital required to implement our research and exploration phases. We believe that the funds raised from our offering will allow us to operate for one year.




We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.




Critical Accounting Policies




The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial conditions and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. A complete summary of these policies is included in the notes to our quarterly report, included herein.




Basis of presentation




The accompanying unaudited consolidated financial statements and related notes have been prepared by management 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 consolidated interim statements should be read in conjunction with the consolidated financial statements of the Company for the year ended February 28, 2015 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 15, 2015.  Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2015 as reported in the Form 10-K have been omitted.   In the opinion of management, the unaudited consolidated 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, or any other period.





21




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.




Fair value of financial instruments





The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:




Level 1
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.





Level 2
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.





Level 3
Pricing inputs that are generally observable inputs and not corroborated by market data.





The carrying amounts of financial assets and liabilities, such as cash, accounts receivable, accounts payable, and accrued expenses, approximate their fair values because of the short maturity of these instruments.


The derivative liabilities are measured at fair value using quoted market prices and estimated volatility factors based on historical quoted market prices for the Company's common stock, and are classified within Level 3 of the valuation hierarchy.


The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of August 31, 2015.
 
 Level 1


Level 2


Level 3Derivative liabilities

$
-


$
-


$
423,698
 
 The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of February 28, 2015.
 
 Level 1


Level 2


Level 3Derivatives liabilities

$
-


$
-


$
369,344


22





As of  August 31, 2015 and 2014 the Company had a derivative liability amount of $423,698 and $0 respectively which was classified  as a Level 3 financial instrument, and a gain on change in fair value of derivative liabilities of  $52,490 and  $0 for the six months ended August 31, 2015 and August 31, 2014 respectively.




Item 3. Quantitative and Qualitative Disclosures About Market Risk




As a “smaller reporting company”, we are not required to provide the information required by this Item.




Item 4. Controls and Procedures




Management’s Report on Disclosure Controls and Procedures




We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer) and chief financial officer (our principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.




We carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer) and chief financial officer (our principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer) and chief financial officer (our principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our reports as of the end of the period covered by this quarterly report.




Changes in Internal Control over Financial Reporting




During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.




PART II – OTHER INFORMATION




Item 1. Legal Proceedings




We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. 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 interest.




Item 1A. Risk Factors




As a “smaller reporting company”, we are not required to provide the information required by this Item.




Item 2. Unregistered Sales of Equity Securities and Use of Proceeds




In September 2015, the holders of the convertible notes payable converted $35,400 of notes in exchange for 26,540,005 common shares.




23





On February 7, 2014, our company entered into a management agreement (the “Pelliance ManagementAgreement”) with Mark Pellicane (“Pellicane”), whereby Pellicane agreed to provide services customarily provided by his profession to our company in exchange for compensation in the aggregate amount of $7,500 per month (the “Pellicane Compensation”).
 
 Concurrently, our company entered into a management agreement (the “MorraManagementAgreement”) with Alfred Morra (“Morra”), whereby Morra agreed to provide services customarily provided by his profession to our company in exchange for compensation in the aggregate amount of $7,500 per month (the “MorraCompensation”).
 
 On August 6, 2015, we entered into amending agreement dated August 6, 2015 (the “Pellicane Amending Agreement”) with Pellicane, to amend the Pellicane Management Agreement whereby the parties agreed that all and any part of the accrued Pellicane Compensation may be converted into Series A Preferred Stock of our company at a deemed value of $0.0025 per preferred share in the sole discretion of Pellicane.
 
 Concurrently, Pellicane notified our company of his election to convert an aggregate of $9,600 of debt owed to Pellicane from our company under the Pellicane Management Agreement into an aggregate of 3,840,000 Series A Preferred Stock (the “Pellicane Shares”) pursuant to the Pellicane Amending Agreement.
 
 On August 6, 2015, we entered into amending agreement (the “MorraAmending Agreement”) with Morra, to amend the Morra Management Agreement whereby the parties agreed that all and any part of the accrued Morra Compensation may be converted into Series A Preferred Stock of our company at a deemed value of $0.0025 per preferred share in the sole discretion of Morra.
 
 Concurrently, Morra notified our company of his election to convert an aggregate of $9,600 of debt owed to Morra from our companyof under the Morra Management Agreement into an aggregate of 3,840,000 Series A Preferred Stock (the “MorraShares”) pursuant to the Morra Amending Agreement.
 
 As our company is indebted to First World Trade Corp. (“FWT”) for an aggregate of $1,383,842 (the “Debt”), FWT and our company have agreed to settle an aggregate of $4,800 of the Debt for exchange of 1,920,000 Series A Preferred Stock issued by our company.
 
 On October 7, 2015, Pellicane notified us of his election to convert an aggregate of 42,500 Series A Preferred Stock into 42,500,000 common shares of our company.  Concurrently, Morra notified us of his election to convert an aggregate of 42,500 Series A Preferred Stock into 42,500,000 common shares of our company.
 
 On October 7, 2015, pursuant to the above conversions, we issued an aggregate of 85,000,000 common shares to two (2) non-US persons (as that term is defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S of the Securities Act of 1933, as amended.




Item 3. Defaults Upon Senior Securities




None.




Item 4. Mining Safety Disclosures




Not applicable.




Item 5. Other Information




None.




24




Item 6. Exhibits




Exhibit

Number

Exhibit Description(3)

Articles of Incorporation; Bylaws3.1

Articles of Incorporation of Falconridge Oil Technologies Corp. (incorporated by reference to our Registration Statement on Form S-1 filed on October 14, 2008)3.2

Bylaws of Falconridge Oil Technologies Corp. (incorporated by reference to our Registration Statement on Form S-1 filed on October 14, 2008)3.3

Certificate of Change (incorporated by reference to our Current Report on Form 8-K filed on December 29, 2010)3.4

Articles of Merger (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)(4)

Instrument Defining the Right of Holders, Including Indentures4.1

Form of Share Certificate (incorporated by reference to our Current Report on Form 8-K filed on August 21, 2013)(10)

Material Contracts10.1

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) **10.2

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)10.3

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) **10.4

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)10.5

2013 Stock Option Plan(incorporated by reference to our Current Report on Form 8-K filed on August 21, 2013)10.6

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)10.7

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)10.8

Investor Relations Agreement dated October 15, 2014 between our company and LiveCall Investor Relations Company (incorporated by reference to our Current Report on Form 8-K filed on October 21, 2014)10.9

Promissory Note dated December 29, 2014 between our company and Quezon Group LLC (incorporated by reference to our Current Report on Form 8-K filed on January 12, 2015)10.10

Amending Agreement dated as of August 6, 2015 between our company and Alfred Morra (incorporated by reference to our Current Report on Form 8-K filed on October 8, 2015)10.11

Amending Agreement dated as of August 6, 2015 between our company and Alfred Morra (incorporated by reference to our Current Report on Form 8-K filed on October 8, 2015)   25
  (14)

Code of Ethics14.1

Code of Ethics and Business Conduct (incorporated by reference to our Amended Annual Report on Form 10-K/A filed on June 16, 2014)(31)

Rule 13a-14(a) / 15d-14(a) Certifications31.1*

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer31.2*

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer(32)

Section 1350 Certifications32.1*

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer32.1*

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer101*

Interactive Data Files101.INS

XBRL Instance Document101.SCH

XBRL Taxonomy Extension Schema Document101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document101.DEF

XBRL Taxonomy Extension Definition Linkbase Document101.LAB

XBRL Taxonomy Extension Label Linkbase Document101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document






*
Filed herewith.




**
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.






26










SIGNATURES






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




FALCONRIDGE OIL TECHNOLOGIES CORP.Date: October 20, 2015
/s/ Mark PellicaneMark PellicanePresident, Chief Executive Officer and Director(Principal Executive Officer)Date: October 20, 2015
/s/ Alfred MorraAlfred MorraChief Financial Officer, Treasurer and Director(Principal Financial Officer and Principal Accounting Officer)








27