CONTINUING DISCLOSURE STATEMENT

Transcription

1 CONTINUING DISCLOSURE STATEMENT QE MARCH 31, 2014 This Statement is dated as at Friday, May 09, 2014, for the year indicated and in satisfaction of Pink Sheets Guidelines for Providing Adequate Current Information and Quarterly Reporting Obligations. Part A : General Company Information : I: The exact name of the corporation is : Falken Industries Ltd II : The current address of the corporation is : 691 State Highway 33, Trenton New Jersey. III : The corporation is a New Jersey Corporation, incorporated on August 6, Part B : Share Structure. iv : The corporation is authorized to issue three classes of shares. A common stock no par value, a preferred Class A bearing a 4,5% coupon - $1 par value and a preferred Class B - $1 par value, bearing a 6% coupon. V : The full description of each class of security figures within the Certificate of Incorporation filed with Pink Sheets on January 25, VI : As at March 31; 2014 there were 57,757,529 shares of common stock, and 765,836 shares of the 4,5% Preferred Class A. No 6,5% Preferred Class B shares have been issued. The corporation is authorized to issue 210,000,000 common shares, and 10,000,000 of each of the Class A and B Preferred. No Beneficial Owner retains more than 5% of the total number of common shares issued and outstanding. Part C : Business Information. VII : The Transfer Agent of the corporation is : American Registrar and Transfer, whose address is 342 East 900 South, Salt Lake City, Utah. American Registrar and Transfer is registered under the Exchange Act. VIII : Business of Issuer : Falken Industries Ltd is a diversified industrial conglomerate that operates in Chemicals, Wet Wipe and Biodegradable Technology. Falken Industries Ltd is the concept behind more than 160 products distributed through a network of global platforms and the recipient of trade awards for innovations, biodegradability and environmental and health quality standards. As a reliable partner Falken creates chemistry to help distributors and retailers in virtually all industries to be more successful. With its high-value product conceptions and intelligent solutions, Falken plays an important role in finding answers to global challenges such as environmental protection, energy efficiency, and mobility. Falken Industries Ltd is comprised of Multi-National business professionals eager to develop creative solutions to access the growing Global economy. Employing a multicultural team which has been operating successfully within the landscape since 1997, Falken presents a series of advantages critical to the success of its business operations. For more detailed information inquire at : info@falkenltd.com or visit The corporation also conceives and licenses or develops its own branded products targeting high end quality for disinfection, cleansing and maintenance in service

2 of various industries. Through licensing, acquisitions, joint ventures, alliances and other organic relationships it ensure test and ultimate series production, it generates marketing and promotional strategies to ensure greater markets for the products so conceived, engineered and manufactured. The corporation s revenue stream results of licensing and participation revenues from joint ventures, licensees and residual participations. As of January 2013, the corporation initiated a diversified investment activity. That part of the corporation s business will include real estate ownership, direct acquisitions and joint venture equity in real estate, specialty finance, and the acquisition of controlling and noncontrolling investments in operating businesses. The corporation s objective here is to create long-term value for its shareholders through maximization of value of the real estate assets, and sophisticated investment philosophies. The corporation, in partnership and collaboration with French Governmental agencies is creating a different kind of incubator aiming to fix the difficulty of startups transiting through the conception to manufacturing process, a major challenge. The Company s primary SIC Code is 2842 and the Company s secondary SIC Code is The Company is currently active and conducting operations. The Company is not now, and has never been a shell company. As at the date of this report the Company has 13 full time employees and collaborators. IX : In the last three years the corporation has continued its research and development and is building its intellectual properties portfolio while actively seeking acquisitions of production units. X : The corporation maintains 3500 sq ft offices and facilities for the conduct of business and its US presence is in Trenton New Jersey. Its production and research site consist of 2900 m² of manufacturing, laboratories, and office space. Its main telephone number is , its fax number is Shareholders have a dedicated shareholders@falkenltd.com. Part D Management Structure and Financial Information. XI : Reidar Grostad Chairman emeritus, Helle Madso, President and director, Arne Rostad director, Roy Janis, director and Chairman of the Audit Committee, William George, General Counsel and director, Morton Madso, director, Christopher Bell, director. There are no general partners or control persons. A. (i) The business addresses for the above individuals is as follows ; c/o Falken Industries Ltd, 691 State Highway 33, Trenton New Jersey (ii) Reidar Grostad other than his capacity as Chairman has been retired or until three years ago active in a consulting business linked to factory administration ; Helle Madso, has collaborated with Falken Industries for more than the last sixteen years ; Arne Rostad has for the last eight years, been a self employed business consultant with a specialty in team management; Roy Janis has for the last eight years, been a self employed business consultant with a specialty in

3 organic financings ; William George has for the last eight years or more been engaged in the practice of law ; Morton Madso, has for the last eight years in addition to his activity with Falken Industries been a lawyer for contract management at Aker Solutions, an international oil platform purveyor and designer ; Christopher Bell has for the last eight years or more been active, for his account, in portfolio and fund management; (iii) none of the foregoing have other Board affiliations ; Compensation except for Helle Madso who receives $ per year in cash and stock is as follows, $ per year for all directors, and $ for any director who also chairs a committee. All director remuneration is paid in stock valued at the prevailing offer. At present only Roy Janis chairs a committee. (iv) Helle Madso owns approximately 3.3 million shares of the company s common stock. All other directors named own less than shares of common each. a. No administrative, judicial or other legal or disciplinary action in any jurisdiction has been initiated or is pending in respect to any of the foregoing directors or officers. b. Reidar Grostad is the uncle of Ms Helle Madso and Morton Madso her brother. There are no other family relationships in the composition of the Board or as and between officers. c. There were no Related Party Transactions during the reported period. d. There exists no transaction or business relationship between the corporation and any entity and person susceptible of disclosure as a conflict of interest or reasonably interpreted to have a likelihood of producing one. XII : The Financial information for the most recent fiscal period have been filed concurrently with these disclosures and are available on Pink Sheets. XIII : The Financial information for the two preceding fiscal years are on file with Pink Sheets. XIV : The corporation s common stock is owned by an estimated shareholders with no control person. No shareholder owns more than 4.9 % of either of the company s two classes of preferred stock. XV : The corporation is not subject to external audit and relies entirely on the counsel and expertise of its CFO, Chairman of the Audit Committee and General Counsel in the development and preparations of these disclosures. Inquiries relating to this information may be addressed to shareholders@falkenltd.com. XVI : Management intends to continue its development of research and expansion of production investments and brand identity as previously disclosed readers are referred to previous filings for more detailed information and or invited to contact shareholder services at between the hours of 9:00 AM and 12:00 Noon or preferably by at shareholders@falkenltd.com. Part E Issuance History XVII : The corporation s report of shares offerings and / or shares issued for services in the past two years, the total number of shares outstanding for the most recent quarter ending as aforesaid, is set forth at page 4 of the accompanying GAAP financial statements. All shares issued for services bore a legend stating that the shares had not been registered under the Securities Act and setting forth or referring to the restrictions on transferability and sale of the shares under the Securities Act. The float, market cap and other information may be seen at : Part F Exhibits XVIII : There were no material contracts for the period concerned by these disclosures.

4 XIX : The corporation s Articles of Incorporation and By-Laws are on file with Pink Sheets. XX : There have been no purchases of the issuer s securities by the issuer or affiliated purchasers for the Quarter ending March 31, CONCERNING QUARTERLY AND OTHER REPORTING OBLIGATIONS Item 1, Please see item I and II above. Item 2, Please see item VI above. Item 3, Please see financials annexed and filed concurrently herein. Item 4, Please see item XVI above. Item 5, There are a number of civil legal proceedings outstanding all of a commercial nature. In the opinion of counsel, management is informed and believes that no outstanding matter could impact materially upon the business of the corporation. Item 6, The corporation has no event of default outstanding on any of its securities and notably its senior securities. Item 7, Other information ; a. The corporation has not entered into or terminated any Material Definitive Agreements b. There have been no events of Acquisition or Disposition of Assets, including but not limited to Mergers. c. No Direct Financial Obligation has been created and there are no Obligations under an Off-Balance Sheet Arrangement. d. No event has occurred susceptible of triggering an acceleration of or increasing a Direct Financial Obligation or an Obligation under an Off-balance Sheet Arrangement. e. The corporation has suffered no costs associated with an exit or disposal of its activities. f. The corporation has suffered no Material Impairment of its activities. g. There have been no sales of Preferred or other Senior Securities all activity relating to sales of securities is adequately and accurately reported in the accompanying Financial Statements for the Quarter Ended March 31, h. There have been no Material Modification to the Rights of Security Holders. i. The corporation is non-reporting and does not independently audit or certify its financial statements consequently it has no Certifying Accountant. Financial Statements are prepared, supervised by and released after review by the undersigned corporation s Chief Financial Officer, and Roy Janis, a Director and Chairman of the Audit Committee. j. These disclosures and the Financial Statement and Footnotes accompanying them are self-sustaining and do no rely upon a previously issued report or financial statement. k. There has been no change in the control of the corporation. l. No present Director or Officer has tendered or indicated an intention to tender a resignation as of the date hereof. m. There have been no amendments to the Articles of Incorporation or to the By-Laws of the corporation. There has been no change in the fiscal year. n. There has been no change to the corporation s Code of Ethics, and the corporation has not waived, or entered into an agreement to waive any disposition thereof. o. The corporation is not a shell company p. The corporation has no activity related to mining, oil & gas or real estate. q. The corporation s general s are : a. info@falkenltd.com

5 b. c. d. (communications officer, initial contact person for matters relating to the operations, business development and disclosures) Certification : The undersigned Roy Janis certifies that (i) I have reviewed this Continuing Disclosure Statement of Falken Industries Ltd ; (ii) Based upon my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement ; and (iii) Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement. Dated as of the date first above written.