UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
AMENDMENT NO. 1
(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, 2013
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)
AMERIWEST PETROLEUM CORP.
575 Anton Blvd., Suite 300, Costa Mesa, California, USA 92626
Former Fiscal Year – May 31
(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). [ ] YES [X] 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.
48,750,000 common shares issued and outstanding as of October 18, 2013.
Our company is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to our quarterly report on Form 10-Q for the period ended August 31, 2013 (the “Form 10-Q”), filed with the Securities and Exchange Commission on October 21, 2013 (the “Original Filing Date”), to remove certain exhibits and related footnotes from the Exhibits table and to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the following materials from our Form 10-Q, formatted in XBRL (eXtensible Business Reporting Language):
| 101.INS | XBRL Instance Document |
| 101.SCH | XBRL Taxonomy Schema |
| 101.CAL | XBRL Taxonomy Calculation Linkbase |
| 101.DEF | XBRL Taxonomy Definition Linkbase |
| 101.LAB | XBRL Taxonomy Label Linkbase |
| 101.PRE | XBRL Taxonomy Presentation Linkbase |
This Amendment speaks as of the Original Filing Date, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way disclosures made in the Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files attached as 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, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the certifications required pursuant to the rules promulgated under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which were included as exhibits to the Original Report, have been amended, restated and re-executed as of the date of this Amendment No. 1 and are included as Exhibits 31.1 and 32.1 hereto.
Item 6. Exhibits
| Exhibit Number | | Description of Exhibit |
| | | |
| (2) | | Plan of acquisition, reorganization, arrangement, liquidation or succession |
| | | |
| 2.1 | | Share Exchange Agreement among Falconridge Oil Technologies Corp., Falconridge Oil Ltd. and the Shareholders of Falconridge Oil Ltd. dated August 2, 2013. |
| | | |
| (3) | | Articles of Incorporation and Bylaws |
| | | |
| 3.1 | | Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on October 14, 2008 as Exhibit 3.1). |
| | | |
| 3.2 | | Articles of Merger (incorporated by reference to our Current Report on Form 8-K filed on June 28, 2013 as Exhibit 3.1). |
| | | |
| 3.3 | | Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on October 14, 2008 as Exhibit 3.2). |
| | | |
| (10) | | Material Contracts |
| | | |
| 10.1 | | Agreement between Falconridge Oil Ltd. and Meadowbank Asset Management Inc. dated February 17, 2011 (incorporated by reference to our Current Report on Form 8-K filed on August 21, 2013 as Exhibit 10.1). |
| | | |
| 10.2 | | 2013 Stock Option Plan (incorporated by reference to our Current Report on Form 8-K filed on August 21, 2013 as Exhibit 10.2). |
| | | |
| (31) | | Rule 13a-14(a) / 15d-14(a) Certifications |
| | | |
| 31.1* | | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer |
| | | |
| 31.2* | | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer. |
| | | |
| (32) | | Section 1350 Certifications |
| | | |
| 32.1* | | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer |
| | | |
| 32.2* | | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer |
| | | |
| 101 | | Interactive Data File |
| | | |
| 101** | | Interactive Data File (Form 10-K for the year ended May 31, 2013 furnished in XBRL). |
101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE | | XBRL Instance Document XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension Definition Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document |
| ** | 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. |
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.
| | FALCORIDGE OIL TECHNOLOGIES CORP. |
| | |
| | |
| | |
| Date: October 22, 2013 | /s/ Mark Pellicane |
| | Mark Pellicane |
| | President, Chief Executive Officer and Director |
| | (Principal Executive Officer) |
| | |
| | |
| | |
| Date: October 22, 2013 | /s/ Alfred Morra |
| | Alfred Morra |
| | Chief Financial Officer, Treasurer and Director |
| | (Principal Financial Officer and Principal Accounting Officer) |
