UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 22, 2014 FALCONRIDGE TECHNOLOGIES CORP. (Exact name of registrant as specified in its charter) Nevada 000-54253 20-0266164 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 17-120 West Beaver Creek Rd., Richmond Hill, Ontario, Canada L4B 1L2 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (905) 771-6551 n/a (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT Effective January 22, 2014, we entered into a private placement agreement with one (1) person (the "SUBSCRIBER"). Pursuant to the agreement, we agreed to the issuance of an aggregate of 266,667 common shares in our capital stock at a purchase price of $1.50 per share, for total proceeds of $400,000. ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES On January 22, 2013, we issued an aggregate of 266,667 shares of our common stock pursuant to the private placement agreement referred to above. We issued an aggregate of 266,667 common shares to one (1) 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 9.01 FINANCIAL STATEMENTS AND EXHIBITS 10.1 Form of Subscription Agreement between our company and the Subscriber. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PACIFIC GREEN TECHNOLOGIES INC. /s/ Alfred Morra ------------------------------------ Alfred Morra Chief Financial Officer and Director Date: February 4, 2014 2