UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14C OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] Filed by the Registrant [ ] Filed by a Party other than the Registrant
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Definitive Information Statement Only
[ ] Confidential, for Use of the Commission (as permitted by Rule 14c)
Falconridge Oil Technologies Corp.
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(Name of Registrant as Specified In Its Charter)
Name of Person(s) Filing Information Statement, if other than Registrant:
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[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14C-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount of which the filing fee is
calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (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.
1) Amount previously paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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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
To the Stockholders of Falconridge Oil Technologies Corp.:
Notice is hereby given to holders of common stock (the "COMMON STOCK") of
Falconridge Oil Technologies Corp., a Nevada corporation, that the Board of
Directors of our company have approved an amendment to our Articles of
Incorporation (the "AMENDMENTS") to create 450,000,000 Preferred Shares in the
capital of our company (the "PREFERRED SHARES").
Our board of directors unanimously approved the Amendments to our Articles of
Incorporation on January 23, 2015.
Subsequent to our board of directors' approval of the Amendments, the holders of
the majority of holders of the outstanding common shares of our company gave us
their written consent to the Amendments to our Articles of Incorporation on
January 23, 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 company will file Articles of Amendment to amend our
Articles of Incorporation to give effect to the Amendments. We will not file the
Articles of Amendment to our Articles of Incorporation until at least twenty
(20) days after the filing and mailing of this Information Statement.
The proposed Articles of Amendment to our Articles of Incorporation are attached
hereto as Schedule A. The Articles of Amendment will become effective when they
are 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.
The entire cost of furnishing this Information Statement will be borne by our
company. 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 January 23, 2015 as
the record date for the determination of shareholders who are entitled to
receive this Information Statement. There were 49,016,667 shares of our common
stock issued and outstanding on January 23, 2015. We anticipate that this
Information Statement will be mailed on or about January 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 AMENDMENTS 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 24,
2014, being the commencement of our last completed 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:
1. any director or officer of our company;
2. any proposed nominee for election as a director of our company; and
3. any associate or affiliate of any of the foregoing persons.
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 Amendments, as
more particularly described herein.
PRINCIPAL SHAREHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
BENEFICIAL OWNERSHIP
As used in this section, the term "beneficial ownership" with respect to a
security is defined by Regulation 228.403 under the Securities Exchange Act of
1934, as amended, as consisting of: (1) any person who, directly or indirectly,
through any contract, arrangement, understanding, relationship or otherwise has
or shares voting power (which includes the power to vote, or to direct the
voting of such security) or investment power (which includes the power to
dispose, or to direct the disposition of, such security); and (2) any person
who, directly or indirectly, creates or uses a trust, proxy, power of attorney,
pooling arrangement or any other contract, arrangement or device with the
purpose or effect of divesting such person of beneficial ownership of a security
or preventing the vesting of such beneficial ownership.
Each person has sole voting and investment power with respect to the common
shares, except as otherwise indicated. Beneficial ownership consists of a direct
interest in the common shares, except as otherwise indicated.
As of the record date, January 23, 2015, we had a total of 49,016,667 shares of
common stock ($0.001 par value per share) issued and outstanding.
The following table sets forth, as of January 23, 2015, certain information with
respect to the beneficial ownership of our common stock by each stockholder
known by us to be the beneficial owner of more than 5% of our common stock and
by each of our current directors and executive officers. Each person has sole
voting and investment power with respect to the shares of common stock, except
as otherwise indicated. Beneficial ownership consists of a direct interest in
the shares of common stock, except as otherwise indicated.
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Amount and Nature of Percentage
Name and Address of Beneficial Owner Beneficial Ownership of Class (1)
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Mark Pellicane 17,550,000 35.8%
51 Macarthur Drive common shares
Thornhill, Ontario L4J 7T5
Canada
Alfred Vincent Morra 11,700,000 23.9%
18 Queen Street common shares
Schomberg, Ontario L0G 1T0
Canada
Directors and Executive Officers
as a Group 29,250,000 59.7%
common shares
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(1) Based on 49,016,667 shares of common stock issued and outstanding as of
January 23, 2015. Beneficial ownership is determined in accordance with the
rules of the SEC and generally includes voting or 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.
AMENDMENT TO OUR CORPORATION'S ARTICLES
Our Amended Articles of Incorporation (the "ARTICLES") currently authorize the
issuance of 450,000,000 shares of common stock, $0.001 par value. On January 23,
2015, our board of directors approved, subject to receiving the approval of a
majority of the shareholders of our common stock, an amendment to our Articles
to increase our authorized shares of common stock to 450,000,000 shares of
preferred stock, $0.001 par value (the "PREFERRED STOCK"). The Preferred Stock
shall have attached to them the right to: 1. receive payment of dividends before
any payment of dividends on some other class or series of shares; and
2. in the event of any voluntary liquidation, dissolution or winding up of
the corporation, to receive payment or distribution of a preferential
amount before any payments or distributions are received by some other
class or series of shares.
The general purpose and effect of the amendment to our corporation's Articles is
to diversify our authorized share capital which will enhance our corporation's
ability to finance the development and operation of our business.
Our board of directors approved the amendment to our Articles to diversity our
authorized share capital by creating the Preferred Shares so that such Preferred
Shares will be available for issuance for general corporate purposes, including
financing activities, without the requirement of further action by our
shareholders. Potential uses of the additional authorized common shares and that
of our Preferred Shares may include public or private offerings, conversions of
convertible securities, issuance of options pursuant to employee benefit plans,
acquisition transactions and other general corporate purposes. Creating the
Preferred Shares will give us greater flexibility and will allow us to issue
such Preferred Shares in most cases without the expense of delay of seeking
shareholder approval. Our company is at all times investigating additional
sources of financing which our board of directors believes will be in our best
interests and in the best interests of our shareholders. We do not currently
have any agreements for any transaction that would require the issuance of the
Preferred Shares. Our Preferred Shares carry no pre-emptive rights to purchase
additional shares of our company. The adoption of the amendment to our Articles
of Incorporation will not of itself cause any changes in our capital accounts.
3
The amendment to our Articles to create the Preferred Shares will not have any
immediate effect on the rights of existing shareholders. However, our board of
directors will have the authority to issue authorized Preferred Shares without
requiring future shareholders approval of such issuances, except as may be
required by applicable law or exchange regulations. To the extent that
additional authorized Preferred Shares are issued in the future, they will
decrease the existing shareholders' percentage equity ownership and, depending
upon the price at which they are issued, could be dilutive to the existing
shareholders.
The creation of the Preferred Shares and the subsequent issuance of such
Preferred Shares could have the effect of delaying or preventing a change in
control of our company without further action by the shareholders. Shares of
authorized and unissued common stock and Preferred Shares could be issued
(within limits imposed by applicable law) in one or more transactions. Any such
issuance of additional stock could have the effect of diluting the earnings per
share and book value per share of outstanding shares of common stock and/or
Preferred Shares, and such additional shares could be used to dilute the stock
ownership or voting rights of a person seeking to obtain control of our company.
We do not have any provisions in our Articles, by laws, or employment or credit
agreements to which we are party that have anti-takeover consequences. We do not
currently have any plans to adopt anti-takeover provisions or enter into any
arrangements or understandings that would have anti-takeover consequences. In
certain circumstances, our management may issue additional shares to resist a
third party takeover transaction, even if done at an above market premium and
favoured by a majority of independent shareholders.
Shareholder approval for the Amendment to our Articles was obtained by written
consent of two shareholders owning 29,250,000 shares of our common stock, which
represented 59.7% on January 23, 2015. The creation of the Preferred Shares will
not become effective until not less than twenty (20) days after this Information
Statement is first mailed to shareholders of our common stock and until the
appropriate filings have been made with the Nevada Secretary of State.
DISSENTERS RIGHTS
Under Nevada law, shareholders of our common stock are not entitled to
dissenter's rights of appraisal with respect to our proposed Amendment to our
Articles of Incorporation.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed by the undersigned hereunto
authorized.
FALCONRIDGE OIL TECHNOLOGIES CORP.
By: /s/Mark Pellicane
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Mark Pellicane
President and Director
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SCHEDULE A
ROSS MILLER
Secretary of State
206 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684-5708
Website: www.nvsos.gov
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
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)
Article 3: The Capital Stock shall consist of 450,000,000 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 NRS
78.195 and 78.1955), 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: 59.7%
4. Effective date of filing: (optional)
(must not be later than 90 days after the certificate is filed)
5. Signature: (required)
X
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SIGNATURE OF OFFICER
*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.