g8061.htm
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)2))
[X] Definitive Information Statement
FALCONRIDGE OIL TECHNOLOGIES CORP.
(Name of Registrant as Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction, computed pursuant to Exchange Act Rule O-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule O-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form Schedule or Registration Statement No.:
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SCHEDULE 14C INFORMATION STATEMENT
Pursuant to Regulation 14C of the Securities Exchange Act of 1934, as amended
FALCONRIDGE OIL TECHNOLOGIES CORP.
17-120 West Beaver Creek Rd.
Richmond Hill, Ontario
Canada, L4B 1L2
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
This Information Statement is furnished by the Board of Directors of Falconridge Oil Technologies Corp., a Nevada corporation (“we”, “our”, “us”, the “corporation”), to the holders of record at the close of business on the record date, October 9, 2015 of our outstanding common stock, $0.001 par value per share, pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended. This Information Statement is being furnished to such stockholders for the purpose of informing the stockholders in regards to an amendment (the “Amendment”) to our Articles of Incorporation to increase the authorized number of shares of our common stock from 450,000,000 shares of common stock, par value $0.001 to 4,000,000,000 shares of common stock, par value of $0.001 per share. Our Board of Directors approved the Amendment on October 9, 2015.
On October 9, 2015, subsequent to the approval by our Board of Directors of the Amendment, the holder of the majority of the outstanding shares of our corporation entitled to vote gave us written consent for the Amendment.
Following the expiration of the twenty-day (20) period mandated by Rule 14c and the provisions of Chapter 78 of the Nevada Revised Statutes, our corporation will file a Certificate of Amendment to amend our Articles of Incorporation to give effect to the Amendment. We will not file the Certificate of Amendment to our Articles of Incorporation until at least twenty (20) days after the filing and mailing of this Information Statement. The proposed Certificate of Amendment to our Articles of Incorporation is attached hereto as Schedule A. The Certificate of Amendment will become effective when it is filed with the Nevada Secretary of State. We anticipate that such filing will occur twenty (20) days after this Information Statement is first mailed to our shareholders.
Record Date and Expenses
The entire cost of furnishing this Information Statement will be borne by our corporation. We will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of our common stock held of record by them.
Our Board of Directors has fixed the close of business on October 9, 2015 as the record date for the determination of shareholders who are entitled to receive this Information Statement. There were 177,086,907 shares of our common stock and 9,515,000 shares of Series “A” Preferred Stock issued and outstanding on October 9, 2015. We anticipate that a definitive copy of this Information Statement will be mailed on or about October 30, 2015 to all shareholders of record as of the record date.
PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE AMENDMENT TO OUR ARTICLES OF INCORPORATION.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
PLEASE NOTE THAT THIS IS NOT AN OFFER TO PURCHASE YOUR SHARES.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
Except as disclosed elsewhere in this Information Statement, since February 28, 2015, being the commencement of our last financial year, none of the following persons has any substantial interest, direct or indirect, by security holdings or otherwise in any matter to be acted upon:
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any director or officer of our corporation;
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any proposed nominee for election as a director of our corporation; and
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any associate or affiliate of any of the foregoing persons.
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The shareholdings of our directors and officers are listed below in the section entitled “Principal Shareholders and Security Ownership of Management”. To our knowledge, no director has advised that he intends to oppose the Amendment, as more particularly described herein.
PRINCIPAL SHAREHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
As of October 9, 2015, we had a total of 177,086,907 shares of common stock ($0.001 par value per share) and 9,515,000 shares of Series “A” Preferred Stock issued and outstanding.
The following table sets forth, as of October 9, 2015, certain information with respect to the beneficial ownership of our voting securities by each stockholder known by us to be the beneficial owner of more than 5% of our voting securities and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to voting securities, except as otherwise indicated. Beneficial ownership consists of a direct interest in the voting securities, except as otherwise indicated.
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Name and Address of Beneficial Owner
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Amount and Nature of
Beneficial Ownership
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Percentage
of Class(1)
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Mark Pellicane
51 Macarther Drive
Thornhill, Ontario L4J 7T5
Canada
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60,050,000 Common Shares(2)
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33.9 |
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Alfred V. Morra
18 Queen Street
Schomberg, Ontario L0G 1T0
Canada
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54,200,000 Common Shares(2)
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30.6 |
% |
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All Directors and Executive Officers as a Group
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114,250,000 Common Shares
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64.5 |
% |
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Iconic Holdings, LLC
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8,333,333 |
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4.7 |
% |
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Other Shareholders
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4.7 |
% |
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(1)
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Based on 177,086,907 shares of common stock issued and outstanding as of October 9, 2015. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting and investment power with respect to securities. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.
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(2)
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Holds 3,797,500 Series A Preferred Stock of our company that may be converted into 1000 common shares of the Company for every one Series A Preferred Stock.
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INCREASE OF AUTHORIZED CAPITAL
Action and Effect
Our Board of Directors approved the Amendment to increase our authorized capital so that we will have a sufficient number of common shares available to fulfill our contractual obligations in relation to outstanding convertible promissory notes and stock purchase warrants issued by our corporation, and to accommodate any future equity financings which we may undertake.
Subsequent to our Board of Directors’ approval of the Amendment, the holder of the majority of the outstanding shares of our corporation entitled to vote gave us their written consent to the Amendment on October 9, 2015. Therefore, following the expiration of the twenty-day (20) period mandated by Rule 14c and the provisions of Chapter 78 of the Nevada Revised Statutes, our corporation will file a Certificate of Amendment to amend our Articles of Incorporation to give effect to the Amendment. We will not file the Certificate of Amendment to our Articles of Incorporation until at least twenty (20) days after the filing and mailing of this Information Statement.
The proposed Certificate of Amendment to our Articles of Incorporation is attached hereto as Schedule A. The Certificate of Amendment will become effective when it is filed with the Nevada Secretary of State. We anticipate that such filing will occur twenty (20) days after this Information Statement is first mailed to our shareholders.
DISSENTERS RIGHTS
Under the General Corporation Law of the State of Nevada, shareholders of our common stock are not entitled to dissenter’s rights of appraisal with respect to our proposed Amendment.
We are subject to the informational requirements of the Exchange Act, and in accordance therewith file reports, proxy statements and other information including annual and quarterly reports on Form 10-K and 10-Q with the Securities and Exchange Commission (the “Commission”). Reports and other information filed by us can be inspected and copied at the public reference facilities maintained at the Commission at 100 F Street NW, Washington, D.C. 20549. Copies of such material can also be obtained upon written request addressed to the Commission, Public Reference Section, 100 F Street NW, Washington D.C. 20549, at prescribed rates. The Commission maintains a website on the Internet (http://www.sec.gov) that contains the filings of issuers that file electronically with the Commission through the EDGAR system.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, Falconridge Oil Technologies Corp. has duly caused this report to be signed by the undersigned hereunto authorized.
October 30, 2015
FALCONRIDGE OIL TECHNOLOGIES CORP.
By: /s/Mark Pellicane
Mark Pellicane
President and Director
ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov
ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of corporation:
FALCONRIDGE OIL TECHNOLOGIES CORP.
2. The articles have been amended as follows: (provide article numbers, if available)
The Capital Stock shall consist of 4,000,000,000 shares of common stock, $0.001 par value, all of which stock shall be entitled to voting power, and 450,000,000 shares of preferred stock, $0.001 par value. To the fullest extent permitted by the laws of the state of Nevada (currently set forth in Chapter 78 of the Nevada Revised Statutes, as the same now exists or may hereafter be amended or supplemented, the Board of Directors may fix and determine the designations, rights, preferences or other variations of each class or series within each class of preferred stock of the Corporation. The Corporation may issue the shares of stock for such consideration as may be fixed by the Board of Directors.
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: 61.3%
4. Effective date of filing: (optional)
(must not be later than 90 days after the certificate is filed)
5. Signature: (required)
*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees.
Nevada Secretary of State Amend Profit-After
Revised: 7-1-08