Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Aug. 31, 2013 | Oct. 18, 2013 | |
Document and Entity Information: | ||
Entity Registrant Name | Falconridge Oil Technologies Corp. | |
Document Type | 10-Q | |
Document Period End Date | 31-Aug-13 | |
Amendment Flag | TRUE | |
Entity Central Index Key | 1401859 | |
Current Fiscal Year End Date | -26 | |
Entity Common Stock, Shares Outstanding | 48,750,000 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2014 | |
Document Fiscal Period Focus | Q2 | |
Amendment Description | TRUE |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Aug. 31, 2013 | Feb. 28, 2013 |
CURRENT ASSETS | ||
Cash | $391,790 | $3,375 |
Accounts receivable | 11,213 | 32,517 |
Total current assets | 403,003 | 35,892 |
Property & equipment net of accumulated depreciation of $1,954 & $40,591 | 5,862 | 49,575 |
Oil and gas properties, successful efforts method, net of accumulated depletion of $22,345 & $16,855 | 106,645 | 112,135 |
Total assets | 515,510 | 197,602 |
Current | ||
Accounts payable | 70,750 | 14,496 |
Accrued liabilities | 5,744 | 20,644 |
Loan payable - related parties | 1,450,489 | 1,262,403 |
Obligations under capital lease - current portion | 0 | 18,322 |
Loan payable | 470,000 | 0 |
Total current liabilities | 1,996,983 | 1,315,865 |
Obligations under capital lease | 0 | 27,924 |
Total liabilities | 1,996,983 | 1,343,789 |
STOCKHOLDERS' DEFICIT | ||
Common stock, $.001 par value, 450,000,000 shares authorized; 48,750,000 and 29,250,000 shares issued and outstanding as of August 31, 2013 and February 28, 2013 | 48,750 | 29,250 |
Additional paid in capital | -129,072 | -29,150 |
Deficit | -1,401,151 | -1,146,287 |
Total stockholders' deficit | -1,481,473 | -1,146,187 |
Total liabilities and stockholders' deficit | $515,510 | $197,602 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets Parentheticals (USD $) | Aug. 31, 2013 | Feb. 28, 2013 |
Parentheticals | ||
Property & equipment accumulated depreciation | $1,954 | $40,591 |
Oil and gas properties accumulated depreciation | $22,345 | $16,855 |
Common Stock, par value | $0.00 | $0.00 |
Common Stock, shares authorized | 450,000,000 | 450,000,000 |
Common Stock, shares issued | 48,750,000 | 29,250,000 |
Common Stock, shares outstanding | 48,750,000 | 29,250,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | Aug. 31, 2012 | |
Revenue: | ||||
Oil & gas revenue | $4,929 | $5,083 | $10,052 | $10,314 |
Services revenue | 0 | 0 | 0 | 42,500 |
Total revenue | 4,929 | 5,083 | 10,052 | 52,814 |
Expenses | ||||
General and administrative | 126,007 | 85,362 | 254,835 | 178,322 |
Depreciation, amortization and depletion | 3,153 | 6,994 | 10,947 | 26,257 |
Total operating expense | 129,160 | 92,356 | 265,782 | 204,579 |
Other (income) expense | ||||
Gain on disposal of equipment | -3,428 | 0 | -3,428 | 0 |
Interest expense | 2,324 | 260 | 2,562 | 540 |
Net loss | ($123,127) | ($87,533) | ($254,864) | ($152,305) |
Loss per common share - Basic and diluted | $0 | $0 | ($0.01) | ($0.01) |
Weighted average number of common shares outstanding | 32,323,370 | 29,250,000 | 32,323,370 | 29,250,000 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | |
Cash flows from operating activities | ||
Net loss | ($254,864) | ($152,305) |
Adjustment to reconcile net loss to net cash used in operations | ||
Depreciation, amortization and depletion | 10,947 | 26,257 |
Gain on disposal of equipment | -3,428 | 0 |
Change in Operating assets and liabilities: | ||
Accounts receivable | 21,304 | -32,600 |
Accounts payable | 37,568 | 1,056 |
Accrued expenses | -22,853 | 21,560 |
Net cash used in operating activities | -211,326 | -136,032 |
Cash flows from investing activities | ||
Cash received in acquisition | 16,455 | 0 |
Cash flows from financing activities | ||
Advances from related party | 183,286 | 126,943 |
Cash received from debt issuance | 400,000 | 0 |
Net cash from financing activities | 583,286 | 126,943 |
Net increase | 388,415 | -9,089 |
Cash, beginning of period | 3,375 | 10,990 |
Cash, end of period | 391,790 | 1,901 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the year for income taxes | 0 | 0 |
Cash paid during the year for interest | 0 | 0 |
Non-cash investing and financing disclosures: | ||
Acquisition of Falconridge Oil Technologies, Inc. | 116,378 | 0 |
Capital lease obligation payments made by related party | 4,800 | 9,600 |
Capital lease obligation release by shareholders | $41,684 | $0 |
Basis_of_presentation
Basis of presentation | 6 Months Ended |
Aug. 31, 2013 | |
Basis of presentation | |
Basis of presentation | 1. Basis of presentation |
The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America and with the rules and regulations of the Securities and Exchange Commission to Form 10-Q and Article 8 of Regulation S-X. These unaudited interim statements should be read in conjunction with the financial statements of the Company for the year ended February 28, 2013 and notes thereto contained in the information as part of the Company's Annual Report on Form 8-K filed with the SEC on August 21, 2013. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2013 as reported in the Form 8-K have been omitted. In the opinion of management, the unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) which are necessary to present fairly the financial position and the results of operations for the interim periods presented herein. Unaudited interim results are not necessarily indicative of the results for the full year. | |
Principles of consolidation | |
The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), and include the assets, liabilities, revenues, expenses and cash flows of all subsidiaries. All significant inter-company balances, transactions and cash flows are eliminated on consolidation. | |
Description of reverse merger | |
On August, 2, 2013, the Company entered into a share exchange agreement with Falconridge Oil Ltd. (hereby referred to as “Falconridge Ontario”) whereby the Company acquired Falconridge Ontario by issuing 29,250,000 common shares in exchange for 100% of Falconridge Ontario shares. We previously had 37,500,000 shares outstanding and our then-majority shareholder canceled 18,000,000 shares, leaving a post-acquisition total of 48,750,000 outstanding. | |
Further, pursuant to our agreement with Falconridge Ontario we are to provide: | |
a) 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; | |
b) complete a private placement in the aggregate of $400,000 at $1.50 per share (for the purposes of furthering the business of Falconridge Ontario). As of October 21, 2013, the company has received the $400,000 in cash but has not yet issued the shares in connection therewith; and | |
c) attempt an equity financing, using our commercially best efforts, of up to $6,000,000 for 4,000,000 units (each, a “UNIT”) 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. | |
The share exchange transaction is sometimes referred to hereafter as the “reverse-merger acquisition”. The share exchange transaction has been accounted for as a recapitalization of the Company, where the Company (the legal acquirer) is considered the accounting acquiree and Falconridge Ontario (the acquiree) is considered the accounting acquirer. As a result of this transaction, the Company is deemed to be a continuation of the business of Falconridge Ontario. | |
Accordingly, the accompanying consolidated financial statements are those of the accounting acquirer, Falconridge Ontario. The historical stockholders’ equity of the accounting acquirer prior to the share exchange has been retroactively restated as if the share exchange transaction occurred as of the beginning of the first period presented. See also Note 2 – Summary of Significant Accounting Policies for the Company’s policy on capitalization of long-lived assets. | |
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 (the "Option"), to our board members and management, at an exercise price of $1.50 per share or higher. When the Options are granted, they vest quarterly over two years from the date of grant and shall expire 24 months from vesting. |
Going_Concern
Going Concern | 6 Months Ended |
Aug. 31, 2013 | |
Going Concern | |
Going Concern | 2. Going Concern |
As shown in the accompanying financial statements, we have incurred net losses of $1,401,151 since inception. This condition raises substantial doubt as to our ability to continue as a going concern. In response to these conditions, we may raise additional capital through the sale of equity securities, through an offering of debt securities or through borrowings from financial institutions or individuals. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. |
Accounting_Policies_Policies
Accounting Policies (Policies) | 6 Months Ended |
Aug. 31, 2013 | |
Accounting Policies: | |
Basis of presentation Policy | Basis of presentation |
The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America and with the rules and regulations of the Securities and Exchange Commission to Form 10-Q and Article 8 of Regulation S-X. These unaudited interim statements should be read in conjunction with the financial statements of the Company for the year ended February 28, 2013 and notes thereto contained in the information as part of the Company's Annual Report on Form 8-K filed with the SEC on August 21, 2013. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2013 as reported in the Form 8-K have been omitted. In the opinion of management, the unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) which are necessary to present fairly the financial position and the results of operations for the interim periods presented herein. Unaudited interim results are not necessarily indicative of the results for the full year. | |
Principles of consolidation Policy | Principles of consolidation |
The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), and include the assets, liabilities, revenues, expenses and cash flows of all subsidiaries. All significant inter-company balances, transactions and cash flows are eliminated on consolidation. | |
Description of reverse merger | Description of reverse merger |
On August, 2, 2013, the Company entered into a share exchange agreement with Falconridge Oil Ltd. (hereby referred to as “Falconridge Ontario”) whereby the Company acquired Falconridge Ontario by issuing 29,250,000 common shares in exchange for 100% of Falconridge Ontario shares. We previously had 37,500,000 shares outstanding and our then-majority shareholder canceled 18,000,000 shares, leaving a post-acquisition total of 48,750,000 outstanding. | |
Further, pursuant to our agreement with Falconridge Ontario we are to provide: | |
a) 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; | |
b) complete a private placement in the aggregate of $400,000 at $1.50 per share (for the purposes of furthering the business of Falconridge Ontario). As of October 21, 2013, the company has received the $400,000 in cash but has not yet issued the shares in connection therewith; and | |
c) attempt an equity financing, using our commercially best efforts, of up to $6,000,000 for 4,000,000 units (each, a “UNIT”) 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. | |
The share exchange transaction is sometimes referred to hereafter as the “reverse-merger acquisition”. The share exchange transaction has been accounted for as a recapitalization of the Company, where the Company (the legal acquirer) is considered the accounting acquiree and Falconridge Ontario (the acquiree) is considered the accounting acquirer. As a result of this transaction, the Company is deemed to be a continuation of the business of Falconridge Ontario. | |
Accordingly, the accompanying consolidated financial statements are those of the accounting acquirer, Falconridge Ontario. The historical stockholders’ equity of the accounting acquirer prior to the share exchange has been retroactively restated as if the share exchange transaction occurred as of the beginning of the first period presented. See also Note 2 – Summary of Significant Accounting Policies for the Company’s policy on capitalization of long-lived assets. | |
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 (the "Option"), to our board members and management, at an exercise price of $1.50 per share or higher. When the Options are granted, they vest quarterly over two years from the date of grant and shall expire 24 months from vesting. |
Description_of_reverse_merger_
Description of reverse merger consists of the following (Details) (USD $) | Aug. 31, 2013 | Aug. 02, 2013 |
Description of reverse merger: | ||
Share exchange agreement issuing common shares | 29,250,000 | |
Common shares in exchange for shares in percent | 100.00% | |
Common sharespreviously outstanding | 37,500,000 | |
Majority shareholder canceled shares | 18,000,000 | |
Post-acquisition total outstanding | 48,750,000 | |
Financing of debt or equity | $1,100,000 | |
Private placement in the aggregate | 400,000 | |
Private placement in the aggregate per share | $1.50 | |
Received in cash but has not yet issued the shares | 400,000 | |
Equity financing, using best efforts | 6,000,000 | |
Equity financing, using best efforts in units | 4,000,000 | |
Equity financing, using best efforts in unit price | $1.50 | |
Equity Financing, from a private investor shall earn a cash commission | 7.00% | |
Commission payable in warrants | 5.00% | |
Financing include debt, preferred shares | $6,000,000 | |
Stock option plan to issue options | 10.00% | |
Issued and outstanding of our capital stock when the share exchange closed | 4,875,000 | |
Issued and outstanding of capital stock to board members and management, at an exercise price | $1.50 |
Going_Concern_Consists_Of_Deta
Going Concern Consists Of (Details) (USD $) | 6 Months Ended |
Aug. 31, 2013 | |
Going Concern Consists Of: | |
Incurred net losses since inception | $1,401,151 |