FORMCAP CORP.
FORM 10-K
(Annual Report)
Filed April 5, 2011 for the year Ending 12/31/10
Address
50 WEST LIBERTY STREET
SUITE 880
RENO, NV 89501
Telephone
888-777-8777
CIK
0001102709
Symbol
FRMC
SIC Code
7372 – Prepackaged Software
Fiscal Year
12/31
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010.
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to ___________
Commission File Number : 0-28847
FORM CAP CORP.
(formerly Gravitas International, Inc.)
(Exact name of registrant as specified in its charter)
Nevada
1006772219
(State or other jurisdiction
(IRS Employer
of incorporation or organization)
Identification No.)
50 West Liberty Street, Suite 880, Reno, NV 89501
(Address of principal executive offices,
including zip code)
888-777-8777
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b)
of the Act: None
Securities registered pursuant to Section 12(g)
of the Act: Common Stock, $0.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ( ) No ( X )
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ( ) No ( X )
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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.
Yes ( X ) 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 ( ) No ( )
Indicate by check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ( X )
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a not-accelerated filer, or a smaller 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)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ( ) No ( X )
The aggregate market value of the voting and non-voting common equity held by non-affiliates as of March 27, 2011 was $253,565 based upon the closing sales price of the Registrant’s Common Stock as reported on the Over-the-Counter Bulletin Board of $0.0134
At April 5, 2011 the Company had outstanding of 45,788,607 shares of Common Stock, $0.001 par value per share.
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FORM CAP CORP.
FORM 10-K
For the Fiscal Year Ended December 31, 2010
TABLE OF CONTENTS
PART I
Page
Item 1
Business
6
Item 1A
Risk Factors
8
Item 1B
Unresolved Staff Comments
10
Item 2
Properties
10
Item 3
Legal Proceedings
10
Item 4
Submission of Matters to a Vote of
11
Security Holders
PART II
Item 5
Market for Registrant’s Common Equity, Related
Stockholder Matters and Issuer Purchases of
Equity Securities
11
Item 6
Selected Financial Data
14
Item 7
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
14
Item 7A
Quantitative and Qualitative Disclosures About
Market Risk
16
Item 8
Financial Statements and Supplementary Data
17
Item 9
Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
36
Item 9A
Controls and Procedures
36
Item 9B
Other Information
37
PART III
Item 10
Directors, Executive Officers and Corporate Governance
37
Item 11
Executive Compensation
38
Item 12
Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
38
Item 13
Certain Relationships and Related Transactions, and
Director Independence
39
Item 14
Principal Accounting Fees and Services
39
PART IV
Item 15
Exhibits and signatures
39
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PART I
This Annual Report on Form 10-K contains forward-looking statements that have been made pursuant to the provisions of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995 and concern matters that involve risks and uncertainties that could cause actual results to differ materially from historical results or from those projected in the forward-looking statements. Discussions containing forward-looking statements may be found in the material set forth under “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in other sections of this Form 10-K. Words such as “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue” or similar words are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Although we believe that our opinions and expectations reflected in the forward-looking statements are reasonable as of the date of this Report, we cannot guarantee future results, levels of activity, performance or achievements, and our actual results may differ substantially from the views and expectations set forth in this Annual Report on Form 10-K. We expressly disclaim any intent or obligation to update any forward-looking statements after the date hereof to conform such statements to actual results or to changes in our opinions or expectations.
Readers should carefully review and consider the various disclosures made by us in this Report, set forth in detail in Part I, under the heading “Risk Factors,” as well as those additional risks described in other documents we file from time to time with the Securities and Exchange Commission, which attempt to advise interested parties of the risks, uncertainties, and other factors that affect our business. We undertake no obligation to publicly release the results of any revisions to any forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of such statements.
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Item 1. Business
General
FormCap Corp. (the “Company” or “FormCap”) was incorporated in the State of Florida on April 10, 1991, under the name of Aarden-Bryn Enterprises, Inc. The Company become a foreign registrant in the State of Nevada on December 24, 1998, and became qualified to transact business in the State of Nevada.
Since its incorporation, the Company has changed its name several times. On August 27, 1998 the Company changed its name to Corbett’s Cool Clear WTAA, Inc., on September 24, 1999 to WTAA International, Inc., on December 6, 2001 to Gravitas International, Inc., and finally to its current name, FormCap Corp. on October 12, 2007.
On September 18, 2007, the Company merged the Florida jurisdiction and the Nevada jurisdiction into one Nevada jurisdiction.
The Company has no operation since November of 2003 and the Company’s ability to continue as a going concern is dependent on successful future operations and obtaining the necessary debt and equity financing for future acquisition. In accordance with SFAS No. 7 the Company is considered to be in the development stage.
These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At December 31, 2010, the Company had not yet achieved profitable operations, has accumulated losses of $11,951,790 since inception and expects to incur further losses in the development of its business, of which cast substantial doubt about the Company’s ability to continue as a going concern.
The Company’s ability to continue as a going concern is dependent upon future profitable operations and/or the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.
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Management has obtained additional funds by related party’s advances and loans from third parties; however there is no assurance that this additional funding is adequate and further funding may be necessary.
On October 20, 2009, the company acquired 5,313 acres of oil and gas leases (“leases”), all with primary terms of five years initiated in June 2009. The leases, known as the Weber City Prospect, are located in Curry County, New Mexico, which lies on the eastern most side of New Mexico bordering the State of Texas. The Company had acquired a 100% working interest (80% Net Revenue Interest) from Atlas Larunas LLC for $250,000. On February 5, 2010 the Company signed a Letter of Intent with Norman J. Mackenzie whereby the latter is granted the option to farm-in to the Weber City Prospect.
On February 15, 2011, the Company assigned all its rights in the leases to Rich Investments Ltd. (“Rich”) and Leare Developments Ltd. (“Leare”), under the terms of a loans settlement agreement whereby Rich and Leare accepted the assignment of the leases in full and final satisfaction of the outstanding indebtedness of the Company to each of Rich and Leare.
Plan of Operation and joint venture agreements
We currently have minimal cash reserves and a significant working capital deficit. Accordingly, our ability to pursue our plan of operations is contingent on our being able to obtain funding for the development of our projects.
On July 8, 2009, the Company signed an option agreement with Morgan Creek Energy Corp. to acquire up to a 50% Working Interest (40.75% Net Revenue Interest) in Morgan Creeks’ approximately 13,000 acre entire Frio Draw Prospect located in Curry County, New Mexico. Under the terms of the agreement, FormCap was required to drill and complete two mutually defined targets on the acreage to earn its interest.
Following the initial two wells, Morgan Creeks’ management and land team would work with FormCap to establish additional targets on the Frio draw based on technical data and drill results. The two companies would then jointly fund additional targets with the commitment to a minimum five holes drill program in order to effectively test the Frio Draw.
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On September 25, 2009, the Company received a letter from Morgan Creek Energy Corp. terminating the Option Agreement between FormCap Corp. and Morgan Creek Energy Corp. on the Frio Draw Prospect in New Mexico.
On October 20, 2009, the company acquired 5,313 acres of oil and gas leases (“leases”), all with primary terms of five years initiated in June 2009. The leases, known as the Weber City Prospect, are located in Curry County, New Mexico, which lies on the eastern most side of New Mexico bordering the State of Texas. The Company acquired a 100% working interest (80% Net Revenue Interest) from Atlas Larunas LLC for $250,000. On February 5, 2010 the company signed a Letter of Intent with Norman J. Mackenzie whereby the latter is granted the option to farm-in to the Weber City Prospect.
On February 15, 2011, the Company assigned all its rights in the leases to Rich Investments Ltd. (“Rich”) and Leare Developments Ltd. (“Leare”), under the terms of a loans settlement agreement whereby Rich and Leare accepted the assignment of the leases in full and final satisfaction of the outstanding indebtedness of the Company to each of Rich and Leare.
Item 1A. Risk Factors
AN INVESTMENT IN THE COMPANY IS HIGHLY SPECULATIVE IN NATURE AND INVOLVES AN EXTREMELY HIGH DEGREE OF RISK.
There may be conflicts of interest between our management and our non-management stockholders.
Conflicts of interest create the risk that management may have an incentive to act adversely to the interests of other investors. A conflict of interest may arise between our management’s own pecuniary interest and may at some point compromise its fiduciary duty to our stockholders. In addition, our officers and directors are currently involved with other blank check companies and conflicts in the pursuit of business combinations with such other blank check companies with which they and other members of our management are, and may in the future be affiliated with, may arise. If we and the other blank check companies that our officers and directors are affiliated with desire to take advantage of the same opportunity, then those officers and directors that are affiliated with both companies would abstain from voting upon the opportunity. In the
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event of identical officers and directors, the officers and directors will arbitrarily determine the company that will be entitled to proceed with the proposed transaction.
As the Company has no recent operating history or revenue and there is a risk that we will be unable to continue as a going concern and consummate a business combination. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business opportunity. We cannot assure you that we can identify a suitable business opportunity and consummate a business combination.
THERE IS COMPETITION FOR THOSE PRIVATE COMPANIES SUITABLE FOR A MERGER TRANSACTION OF THE TYPE CONTEMPLATED BY MANAGEMENT.
The Company is in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination. We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures and acquisitions of small private and public entities. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.
FUTURE SUCCESS IS HIGHLY DEPENDENT ON THE ABILITY OF MANAGEMENT TO LOCATE AND ATTRACT A SUITABLE ACQUISITION.
The nature of our operations is highly speculative and there is a consequent risk of loss of your investment. The success of our plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity. While management intends to seek business combination(s) with entities having established operating histories, we cannot assure you that we will be successful in locating candidates meeting that criterion. In the event we complete a business combination, the success of our operations
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may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.
OUR BUSINESS WILL HAVE NO REVENUES UNLESS AND UNTIL WE MERGE WITH OR ACQUIRE AN OPERATING BUSINESS.
We are a development stage company and have had no revenues from operations. We may not realized any revenues unless and until we successfully merge with or acquire an operating business.
Item 1B. Unresolved Staff Comments
None
Item 2. Properties
The Company does not own any properties. The Company currently has no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.
On October 20, 2009, the company acquired 5,313 acres of oil and gas leases (“leases”), all with primary terms of five years initiated in June 2009. The leases, known as the Weber City Prospect, are located in Curry County, New Mexico, which lies on the eastern most side of New Mexico bordering the State of Texas. The Company had acquired a 100% working interest (80% Net Revenue Interest) from Atlas Larunas LLC for $250,000.
On February 15, 2011, the Company assigned all its rights in the leases to Rich Investments Ltd. (“Rich”) and Leare Developments Ltd. (“Leare”), under the terms of a loans settlement agreement whereby Rich and Leare accepted the assignment of the leases in full and final satisfaction of the outstanding indebtedness of the Company to each of Rich and Leare.
Item 3. Legal Proceedings
On May 21, 2009, the Company received a Writ of Summons from Robert D. Holmes Law Corporation and Terrence E. King Law Corporation, the “Plaintiffs” and William McKay, Jupiter Capital Ltd., Jupiter Capital Ventures, Inc., Barron Energy Corporation, Media Games Ltd., Brandgamz Marketing Inc., FormCap Corp. and Snap-Email, Inc., the “Defendants”. The claim against FormCap
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Corp. in the amount of $53,839.64 together with interest at the rate of 18% per annum thereon from and after October 1, 2007. On June 9, 2009, the Company’s related parties who took over the debt of the company as per the agreement dated November 7, 2006, have made a settlement with the “Plaintiffs” and have agreed to file a discontinuance of claims made against FormCap. On March 23, 2010, the company received document regarding notice of discontinuance of proceeding in the Supreme Court of British Columbia.
On February 15, 2011, the Company assigned all its rights in the leases to Rich Investments Ltd. (“Rich”) and Leare Developments Ltd. (“Leare”), under the terms of a loans settlement agreement whereby Rich and Leare accepted the assignment of the leases in full and final satisfaction of the outstanding indebtedness of the Company to each of Rich and Leare.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during the fourth quarter of 2010.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The Company’s Common Stock is presently quoted on the National Association of Securities Dealers’ Over-the-Counter Bulletin Board and on the “Pink Sheets” under the symbol “FRMC”.
As of December 31, 2010, the Company had approximately 97 shareholders on record of its common stock. The Company has not paid cash dividends on its common stock. The Company anticipates that for the foreseeable future any earnings will be retained for use in its business, and no cash dividends will be paid on the common stock. Declaration of common stock dividends will remain within the discretion of the Company’s Board of Directors and will depend upon the Company’s growth, profitability, financial condition and other relevant factors.
The table below reflects the high and low “bid” and “ask” quotations for the Company’s Common Stock for each of the calendar years covered by this report, as reported by the National Association of Securities Dealers Over the Counter
11
Bulletin Board National Quotation System. The prices reflect inter-dealer prices, without retail mark-up, markdown or commission and do not necessarily represent actual transactions.
2010 High
Low
1st Quarter
0.46 0.10
2nd Quarter
0.15
0.075
3rd Quarter
0.093
0.03
4th Quarter
0.055
0.01
2009
High
Low
1st Quarter
0.31
0.03
2nd Quarter
0.30
0.026
3rd Quarter
0.32
0.08
4th Quarter
0.45
0.24
As of December 31, 2010, there were 45,788,607 common shares issued and have approximately 97 shareholders on record. The Company believes that an undefined number of shares of its common stock are held in either nominee name or street name brokerage accounts. Consequently, the Company is unable to determine the exact number of beneficial owners of its common stock.
The Company has not paid cash dividends on its common stock. The Company anticipates that for the foreseeable future any earnings will be retained for use in its business, and no cash dividends will be paid on the common stock. Declaration of common stock dividends will remain within the discretion of the Company’s Board of Directors and will depend upon the Company’s growth, profitability, financial condition and other relevant factors.
The Transfer Agent for the Company’s Common Stock is Presidents Stock Transfer, located at 900 – 850 West Hastings Street, Vancouver, B.C. V6C 1E1 Canada.
Section 15(g) of the Securities Exchange Act of 1934:
The Company’s shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended that imposes
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additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by this Section 15(g), the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction prior to the sale. Consequently, Section 15(g) may affect the ability of broker/dealers to sell the Company’s securities and also may affect your ability to sell your shares in the secondary market.
Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to an understanding of the function of the penny stock market, such as "bid" and "offer" quotes, a dealers "spread" and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, the NASD's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.
RECENT SALES OF UNREGISTERED SECURITIES
On February 11, 2010, 500,000 common shares were issued under the terms of a Oil & Gas Farm-In, Operating and Consulting Agreement with a consultant.
On July 20, 2010, 250,000 common shares were issued to a note holder as collateral, to replace the similar quantity of shares of the Company that were returned to a third party who had placed the latter shares as collateral when the aforementioned note was signed. Another 100,000 common shares were simultaneously issued to the same note holder as fee for extending the note by six and one-half months.
On October 27, 2010, 500,000 common shares were issued to a consultant as bonus finder’s fee relating to the Finder’s Fee Agreement over the Morgan Creek Energy Investment.
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Item 6. Selected Financial Data.
Not applicable.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and notes thereto and the other financial information included elsewhere in this report. Certain statements contained in this report, including, without limitation, statements containing the words “believes,” “anticipates,” “expects” and words of similar import, constitute “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including our ability to create, sustain, manage or forecast our growth; our ability to attract and retain key personnel; changes in our business strategy or development plans; competition; business disruptions; adverse publicity; and international, national and local general economic and market conditions.
Overview
The Company does not currently engage in any business activities that provide cash flow. The Company is currently in the exploration stage.
On July 8, 2009, the Company had signed an option agreement with Morgan Creek Energy Corp. to acquire up to a 50% Working Interest (40.75% Net Revenue Interest) in Morgan Creeks’ approximately 13,000 acre entire Frio Draw Prospect located in Curry County, New Mexico. Under the terms of the agreement, FormCap is required to drill and complete two mutually defined targets on the acreage to earn its interest.
Following the initial two wells, Morgan Creeks’ management and land team will work with FormCap to establish additional targets on the Frio draw based on technical data and drill results. The two companies will jointly fund additional targets and have committed to a minimum five holes drill program in order to effectively test the Frio Draw.
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On September 25, 2009, the Company has received a letter from Morgan Creek Energy Corp. terminating the Option Agreement between FormCap Corp. and Morgan Creek Energy Corp. on the Frio Draw Prospect in New Mexico.
On October 20, 2009, the company acquired 5,313 acres of oil and gas leases (“leases”), all with primary terms of five years initiated in June 2009. The leases, known as the Weber City Prospect, are located in Curry County, New Mexico, which lies on the eastern most side of New Mexico bordering the State of Texas. The Company had acquired a 100% working interest (80% Net Revenue Interest) from Atlas Larunas LLC for $250,000.
On February 15, 2011, the Company assigned all its rights in the leases to Rich Investments Ltd. (“Rich”) and Leare Developments Ltd. (“Leare”), under the terms of a loans settlement agreement whereby Rich and Leare accepted the assignment of the leases in full and final satisfaction of the outstanding indebtedness of the Company to each of Rich and Leare.
Results of Operations for the Years ended December 31, 2010.
The audited operating results and cash flows are presented for the year ended December 31, 2010 and 2009 and for the period of inception to December 31, 2010.
Revenues. There is no revenue for the year ended December 31, 2010 and 2009.
Operating Expenses. For the year ended December 31, 2010, we had total operating expenses of $639,520 as compared to $717,925 for the year ended December 31, 2009.
Consultation Fees. For the year ended December 31, 2010, we had consultation fees of $506,267 as compared to $265,000 for the previous year. The difference was mainly attributed to the consultation incurred for the Weber City Prospect in Curry County, New Mexico, which agreement commenced on February 5, 2010.
Loss on impairment of assets. There was no impairment of assets in 2010. In 2009, the Company had to write off $100,000 expended on a major investment project that was abandoned for lack of financing.
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Financing Expenses. For the year ended December 31, 2010, we had financing expenses of $48,000 as compared to $261,500 for the year ended December 31, 2009. It reflected the heavy initial costs of securing financing in 2009, in the forms of cash payments and shares issued to finders and agents of lenders.
Interest Expense. The Company incurred $458,065 in interest expense in 2010, compared to $12,650 in 2009. The Company bore a full year of interest charges and amortization of the discounts on the notes payable in 2010; whereas in 2009, only about a quarter year’s worth of interest was borne, with no amortization of the discounts on the notes.
Loss on extinguishment of debt. There was no extinguishment of debt in 2010. In 2009, the company incurred a loss of $2,895,256 on extinguishment of debt, due to the difference in the price of the Company’s shares for debt conversion and FMV of the shares at time of conversion.
Net Loss. The net loss for the year ended December 31, 2010 was $1,097,585 compared to $3,625,831 for the year ended December 31, 2009.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The Company does not hold any derivatives or investments that are subject to market risk. The carrying values of any financial instruments, approximate fair value as of those dates because of relatively short-term maturity of these instruments which eliminates any potential market risk associated with such instruments.
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Item 8. Financial Statements and Supplementary Data
FORMCAP CORP.
(Formerly: Gravitas International, Inc.)
(An Exploration Stage Company)
AUDIT REPORT OF INDEPENDENT ACCOUNTANTS
AND
FINANCIAL STATEMENTS
December 31, 2010 and 2009
17
FORMCAP CORP.
(Formerly: Gravitas International, Inc.)
(An Exploration Stage Company)
TABLE OF CONTENTS
Page
Audit Report of Independent Accountants
19
Balance Sheets – December 31, 2010 and 2009
20
Statements of Operations for the years ended December 31, 2010 and 2009 and
for the period April 10, 1991 (Inception) to December 31, 2010
21
Statements of Stockholder’s Equity (Deficit) for the years ended December 31, 2010 and 2009 and
for the period April 10, 1991 (Inception) to December 31, 2010
22
Statements of Cash Flows for the years ended December 31, 2010 and 2009 and
for the period April 10, 1991 (Inception) to December 31, 2010
25
Notes to Financial Statements
27
_______________________________________
18
SADLER, GIBB & ASSOCIATES, L.L.C.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
FormCap Corp. (formerly Gravitas International Inc.)
(An Exploration Stage Company)
We have audited the accompanying balance sheets of FormCap Corp. (formerly Gravitas International Inc.) as of December 31, 2010 and 2009, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended and for the period of inception on April 10, 1991 through December 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion the financial statements referred to above present fairly, in all material respects, the financial position of FormCap Corp. (formerly Gravitas International Inc.) as of December 31, 2010 and 2009, and the results of their operations and their cash flows for the years then ended for the period of inception on April 10, 1991 through December 31, 2010, in conformity with U.S. generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company had losses from operations of $639,520 for the year ended December 31, 2010, an accumulated deficit of $11,951,790 and working capital deficit of $1,245,178 as of December 31, 2010 which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Sadler, Gibb & Associates, LLC
Salt Lake City, UT
March 31, 2011
19
FORMCAP CORP.
(Formerly: Gravitas International, Inc.)
(An Exploration Stage Company)
BALANCE SHEETS
20
The accompanying notes are an integral part of these financial statements.
21
FORMCAP CORP.
(Formerly: Gravitas International, Inc.)
(An Exploration Stage Company)
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
For the period from inception April 10, 1991 to December 31, 2010
22
The accompanying notes are an integral part of these financial statements.
FORMCAP CORP.
(Formerly: Gravitas International, Inc.)
(An Exploration Stage Company)
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)
For the period from inception April 10, 1991 to December 31, 2010
23
The accompanying notes are an integral part of these financial statements.
FORMCAP CORP.
(Formerly: Gravitas International, Inc.)
(An Exploration Stage Company)
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)
For the period from inception April 10, 1991 to December 31, 2010
24
The accompanying notes are an integral part of these financial statements.
FORMCAP CORP.
(Formerly: Gravitas International, Inc.)
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
25
The accompanying notes are an integral part of these financial statements.
FORMCAP CORP.
(Formerly: Gravitas International, Inc.)
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS (CONTINUED)
26
The accompanying notes are an integral part of these financial statements.
FORMCAP CORP.
(Formerly: Gravitas International, Inc.)
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2010 and 2009
NOTE 1: ORGANIZATION AND DESCRIPTION OF BUSINESS
FormCap Corp. (the “Company” or “FormCap”) was incorporated in the State of Florida on April 10, 1991, under the name of Aarden-Bryn Enterprises, Inc. The Company become a foreign registrant in the State of Nevada on December 24, 1998, and became qualified to transact business in the State of Nevada.
Since its incorporation, the Company has changed its name several times. On August 27, 1998 the Company changed its name to Corbett’s Cool Clear WTAA, Inc., on September 24, 1999 to WTAA International, Inc., on December 6, 2001 to Gravitas International, Inc., and finally to its current name, FormCap Corp. on October 12, 2007.
On September 18, 2007, the Company merged the Florida jurisdiction and the Nevada jurisdiction into one Nevada jurisdiction.
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and are stated in US dollars. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment. Actual results may differ from these estimates.
Reclassification of Financial Statement Accounts
Certain amounts in the December 31, 2009 as well as the inception column of the financial statements have been reclassified to conform to the presentation in the December 31, 2010 financial statements.
Use of Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reportable amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Exploration Stage Company
The Company is an exploration stage company. The Company is devoting substantially all of its present efforts to establish a new business and none of its planned principal operations have commenced. All losses accumulated since inception has been considered as part of the Company’s exploration stage activities.
Basic Earnings Per Share
The computation of basic earnings per share of common stock is based on the weighted average number of shares outstanding during the periods presented. The computation of fully diluted earnings
27
FORMCAP CORP.
(Formerly: Gravitas International, Inc.)
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2010 and 2009
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
per share includes common stock equivalents outstanding at the balance sheet date. The Company had no common stock equivalents outstanding as of December 31, 2010 and 2009, respectively. Basic earnings per share for the nine months ended December 31, 2010 and 2009 are as follows:
|
|
| For the Years Ended December 31, | ||||
|
|
| 2010 |
| 2009 | ||
Net loss applicable to common shareholders |
|
| $ | (1,097,585) |
| $ | (3,625,831) |
Weighted average shares outstanding |
|
|
| 45,127,374 |
|
| 63,17 63,173,840 |
Basic and diluted earnings per share |
|
| $ | (0.02) |
| $ | (0.06) |
Stock Issued in Exchange for Services
The valuation of common stock issued in exchange for services is valued at an estimated fair market value as determined by the most readily determinable value of either the stock or services exchanged. Values of the stock are based upon other sales and issuances of the Company’s common stock within the same general time period.
Cash and Cash Equivalents
Cash equivalents are comprised of certain highly liquid investments with original maturities of three months or less when purchased. The Company maintains its cash in bank deposit accounts which at times may exceed federally insured limits of $250,000. The Company has not experienced any losses related to this concentration of risk. Deposits did not exceed insured limits during the years ended December 31, 2010 and 2009.
Long-Lived Assets
In accordance with ASC 360,Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets, such as property and equipment, and purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by an asset to the carrying value of the asset. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques
including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.
Oil and Gas Properties
In accordance with ASC 932, the Company follows the successful efforts method of accounting for its oil and gas activities. Accordingly, the costs associated with developmental oil and gas properties
are capitalized and recovered using units of production cost depletion method. Exploratory cost, including the cost of exploratory dry holes and related geological and geophysical cost are charged as current expense. In instances where the status of a well is indeterminable at the end of the year, it is the Company’s practice to capitalize these costs as oil and gas properties, until such time as the
28
FORMCAP CORP.
(Formerly: Gravitas International, Inc.)
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2010 and 2009
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
outcome of drilling becomes known to the Company. Wells cannot remain in a status of indeterminable for a period greater than twelve months.
Financial Instruments
For accounts receivable, accounts payable, accrued liabilities, current portion of long-term debt and long-term debt, the carrying amounts of these financial instruments approximates their fair value. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
Stock-based Compensation
ASC 718 “Stock Compensation” requires public companies to recognize the cost of employee services received in exchange for equity instruments, based on the grant-date fair value of those instruments, with limited exceptions. ASC 718 “Stock Compensation” also affects the pattern in which compensation cost is recognized, the accounting for employee share purchase plans, and the accounting for income tax effects of share-based payment transactions. For small business filers, ASC 718 “Stock Compensation” is effective for interim or annual periods beginning after December 15, 2005. The Company adopted the guidance in ASC 718 “Stock Compensation” on October 1, 2007.
Foreign Currency Translation
The Company translates foreign currency transactions and balances to its reporting currency, United States Dollars, in accordance with ASC 830 “Foreign Currency Matters”. Monetary assets and liabilities are translated into the functional currency at the exchange rate in effect at the end of the year. Non-monetary assets and liabilities are translated at the exchange rate prevailing when the assets were acquired or the liabilities assumed. Revenue and expenses are translated at the rate approximating the rate of exchange on the transaction date. All exchange gains and losses are included in the determination of net income (loss) for the year.
Income Taxes
The Company applies ASC 740, which requires the asset and liability method of accounting for income taxes. The asset and liability method requires that the current or deferred tax consequences of all events recognized in the financial statements are measured by applying the provisions of enacted tax laws to determine the amount of taxes payable or refundable currently or in future years. Deferred tax assets are reviewed for recoverability and the Company records a valuation allowance to reduce
its deferred tax assets when it is more likely than not that all or some portion of the deferred tax assets will not be recovered.
The Company adopted ASC 740, at the beginning of fiscal year 2008. This interpretation requires recognition and measurement of uncertain tax positions using a “more-likely-than-not” approach, requiring the recognition and measurement of uncertain tax positions. The adoption of ASC 740 had no material impact on the Company’s financial statements.
Recent Accounting Pronouncements
During the year ended December 31, 2010 the Company adopted the following accounting pronouncements, which had no impact on the financial statements or results of operation:
29
FORMCAP CORP.
(Formerly: Gravitas International, Inc.)
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2010 and 2009
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160.
In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis.
In December 2009, the FASB issued Accounting Standards Update 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 167.
In December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 166.
In October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. This Accounting Standards Update amends the FASB Accounting Standard Codification EITF 09-1.
In October 2009, the FASB issued Accounting Standards Update 2009-14, Software (Topic 985): Certain Revenue Arrangements That Include Software Elements. This update changed the accounting model for revenue arrangements that include both tangible products and software elements. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent
30
FORMCAP CORP.
(Formerly: Gravitas International, Inc.)
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2010 and 2009
NOTE 3 - GOING CONCERN (CONTINUED)
on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 4 – RELATED PARTY PAYABLES
The Company from time to time has borrowed funds from or has received services from several individuals and corporations related to the Company for operating purposes. As of December 31, 2010 and December 31, 2009 the Company owed $404,106 and $255,866 respectively. These amounts bear no interest, are not collateralized, and are due on demand.
NOTE 5 – NOTES PAYABLE
On August 28, 2009, the Company signed a promissory note for $60,000. The note bears interest at 12% per annum and is due along with the principle balance on October 30, 2009. The loan is subject to minimum interest of $1,200 if prepayment is made. The note is secured by 250,000 shares of the Company’s common stock held by a related party. In connection with the loan, the Company agreed to a $5,000 loan processing fee to be paid in cash or 20,000 shares of the Company’s Common Stock.
On October 29, 2009 the due date of the loan was extended to August 31, 2010. In exchange for the extension, the Company agreed to amend the note and make it convertible into units at a price of $0.25 per unit. Each unit is to consist of one common share and one share purchase warrant with an exercise price of $0.35 and a maturity of two years.
In accordance with ASC 470, the Company has analyzed the beneficial nature of the conversion terms and determined that a beneficial conversion feature (“BCF”) existed as of October 29, 2009. The Company calculated the value of the BCF using the intrinsic method as stipulated in ASC 470. Based on the stock price on the day of commitment, the discount as agreed to in the note, and the number of convertible shares, and the value of the options included in the units, the BCF was valued at $42,000.
The Company used the Black-Scholes option pricing model to value the options included in the convertible units. Included in the assumptions of this calculation, the Company used a risk-free rate of 0.98% (based on the US Treasury note yield), two year maturity, volatility of 870.84% (based the daily historical performance of the Company’s stock over two years from the commitment date), and a strike price of $0.35.
31
FORMCAP CORP.
(Formerly: Gravitas International, Inc.)
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2010 and 2009
NOTE 5 – NOTES PAYABLE (CONTINUED)
In accordance with ASC 470, the Company is amortizing the BCF over the one year term of the note. However, on May 16, 2010 an addendum was signed to make the note convertible into units at a price of $0.10 per unit. Each unit is to consist of one common share and one share purchase warrant with an exercise price of $0.15 and a maturity of two years. As of May 16, 2010, the Company had recognized $27,314 of interest expense resulting in a carrying value of $6,039.
Due to the addendum, the Company revalued the BCF as of May 16, 2010 and based on the stock price on the day of commitment, the discount as agreed to in the note, and the number of convertible shares, and the value of the options included in the units, the BCF was valued at $24,000.
The Company used the Black-Scholes option pricing model to value the options included in the convertible units. Included in the assumptions of this calculation, the Company used a risk-free rate of 0.81% (based on the US Treasury note yield), two year maturity, volatility of 467.59% (based the daily historical performance of the Company’s stock over two years from the commitment date), and a strike price of $0.15.
In accordance with ASC 470, the Company is amortizing the BCF over the term of the extension. As of December 31, 2010 the Company recognized a total of $51,314 of interest expense related to the convertible note.
On July 20, 2010 the due date of the loan was extended to October 31, 2010. Under the terms of the extension, the company replaced the collateral in the form of 250,000 common shares of the Company held by a related party, with equivalent shares issued from the Company and in addition the Company issued 100,000 common shares for the extension on the loan.
The Company is currently in default on the repayment of this loan, and a demand for the payment of the debenture has been made through the debenture holder’s legal counsel. The Lender is currently in negotiation with the Company on the terms under which the loan will either be extended or converted into common shares.
On October 15, 2009, the Company signed a promissory note for $400,000. The note bears interest at 12% per annum and is due along with the principle balance on April 15, 2010. The loan is subject to minimum interest of $12,000 if prepayment is made. The minimum interest was prepaid and deducted from the gross proceeds of the note and is recorded as prepaid interest which in amortized over the life of the loan as interest expense. The note is secured by a general security interest in the property of the Company. In connection with the loan, the Company agreed to a $37,500 loan processing fee to be paid in cash or 150,000 shares of the Company’s Common Stock. The processing fee has been recorded as a related party payable to a related party who helped facilitate the loan.
The lender shall be entitled to, at anytime during the term of this Loan Agreement before repayment of the Principal Sum and by notice in writing to the Company, convert the outstanding Principal Sum to 400,000 units of the Company, each such unit consisting of one common share and one share purchase warrant with an exercise price of $0.35 and a maturity of two years.
32
FORMCAP CORP.
(Formerly: Gravitas International, Inc.)
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2010 and 2009
NOTE 5 – NOTES PAYABLE (CONTINUED)
In accordance with ASC 470, the Company has analyzed the beneficial nature of the conversion terms and determined that no beneficial conversion feature (“BCF”) existed as of October 15, 2009
On April 15, 2010, an addendum was signed whereby the Company paid the Lender an extension fee of $10,000.00 on signing and a further $10,000 on the due date, October 15, 2010. The loan conversion featured was also modified such that any outstanding principal sum is convertible into units at $0.10 each (maximum 4,000,000 units), each unit consisting of one fully paid common share and one share purchase warrant exercisable within two years at $0.15 per share.
In accordance with ASC 470, the Company has analyzed the beneficial nature of the conversion terms and determined that a beneficial conversion feature (BCF) existed as of April 15, 2010. The Company calculated the value of the BCF using the intrinsic method as stipulated in ASC 470. Based on the stock price on the day of commitment, the discount as agreed to in the note, and the number of convertible shares, and the value of the options included in the units, the BCF was valued at $320,000.
The Company used the Black-Scholes option pricing model to value the options included in the convertible units. Included in the assumptions of this calculation, the Company used a risk-free rate of 1.04% (based on the US Treasury note yield), two year maturity, volatility of 456.07% (based on the historical performance of the Company’s stock), and a strike price of $0.15.
In accordance with ASC 470, the Company is amortizing the BCF over the term of the extension. As of December 31, 2010 the Company has recognized $320,000 of interest expense related to the convertible note.
The Company is currently in default on the repayment of this loan, and a demand for the payment of the debenture has been made through the debenture holder’s legal counsel. The Lender is currently in negotiation with the Company on the terms under which the loan will either be extended or converted into common shares.
NOTE 6 – COMMON STOCK
The Company has two classes of stock authorized as of December 31, 2010. The Company has 50,000,000 shares of preferred stock authorized with no shares outstanding as of December 31, 2010 and December 31, 2009, respectively. The Company also has 200,000,000 shares of Common Stock authorized with 45,788,607 and 44,438,607 shares issued and outstanding as of December 31, 2010 and December 31, 2009 respectively. During the year ended December 31, 2010, the Company issued new shares as follows:
On February 11, 2010 the Company issued 500,000 shares of Common Stock to a consultant as inducement under the terms of the Letter of Intent signed on February 5, 2010.
On August 5, 2010 the Company issued 250,000 shares of Common Stock to a lender under the terms of an extension of the due date of the related loan, to replace equivalent shares of the Company held by a related party as collateral. Simultaneously, the Company also issued to the lender, 100,000 shares of Common Stock as consideration for the extension.
33
FORMCAP CORP.
(Formerly: Gravitas International, Inc.)
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2010 and 2009
NOTE 6 – COMMON STOCK (CONTINUED)
On October 27, 2010 the Company issued 500,000 shares of Common Stock to a consultant as bonus in relation to the Finders fee agreement dated July 12, 2009, regarding the Company’s investment in Oil and Gas Lease Rights.
NOTE 7 – INCOME TAXES
Income Taxes
The Company accounts for income taxes in accordance with Accounting Standards Codification Topic 740, Income Taxes ("Topic 740"), which requires the recognition of deferred tax liabilities and assets at currently enacted tax rates for the expected future tax consequences of events that have been included in the financial statements or tax returns. A valuation allowance is recognized to reduce the net deferred tax asset to an amount that is more likely than not to be realized.
Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company's financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.
Net deferred tax assets consist of the following components as of December 31, 2010 and 2009:
Deferred tax assets: | December 31, 2010 | December 31, 2009 |
Net operating loss carryover | $ (2,910,060)) | $ (2,694,499)) |
Common stock and warrants issued for services | 619,311) | 553,011 |
Loss on extinguishment of debt | 2,232,581 | 2,232,581 |
Impairment of assets | 486,020 | 486,020 |
Amortization of beneficial conversion feature | 296,370 | 150,172 |
Valuation allowance | (724,222) | (727,285) |
Income tax expense per books | $ -) | $ -) |
The income tax provision differs from the amount of income tax determined by applying the estimated U.S. federal and state income tax rates of 39% to pretax income from continuing operations for the year ended December 31, 2010 and 2009 due to the following:
| December 31, 2010 | December 31, 2009 |
Income tax expense at statutory rate | $ (428,058)) | $ (1,414,074)) |
Common stock and warrants issued for services | 66,300) | 184,860 |
Loss on extinguishment of debt | - | 1,129,150 |
Impairment of assets | - | 39,000 |
Amortization of beneficial conversion feature | 146,197 | 1,987 |
Valuation allowance | 215,561 | 59,077 |
Income tax expense per books | $ -) | $ -) |
34
FORMCAP CORP.
(Formerly: Gravitas International, Inc.)
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2010 and 2009
NOTE 7 – INCOME TAXES (CONTINUED)
At December 31, 2010, the Company had net operating loss carry forwards of approximately $2,900,000 through 2030. No tax benefit has been reported in the December 31, 2010 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.
NOTE 8 – SUBSEQUENT EVENTS
On February 15, 2011, the Company entered into a settlement agreement with two of their note holders, wherein the outstanding indebtedness the Company has with these note holders of $60,000 and $400,000 will be forgiven in full in exchange for all of the Company’s oil and gas lease rights. By assignment the Company will exchange 100% of their working interest, all of the right, title and interest of FormCap in their oil and gas lease rights to the note holders. FormCap will pay or cause to be paid all costs and expenses required in order to effect the foregoing assignment of the leases and the recording of the leases and the assignment thereof.
In accordance with ASC 855-10 Company management reviewed all material events through the date of this report and there are no additional subsequent events to report.
35
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Not applicable
Item 9A (T). Controls and Procedures.
As supervised by our board of directors and our principal executive and principal financial officers, management has established a system of disclosure controls and procedures and has evaluated the effectiveness of that system. The system and its evaluation are reported on in the below Management's Annual Report on Internal Control over Financial Reporting. Our principal executive and financial officer has concluded that our disclosure controls and procedures (as defined in the 1934 Securities Exchange Act Rule 13a-15(e)) as of December 31, 2010, are not effective, based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15.
Management's Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Securities Exchange Act of 1934 (the "Exchange Act"). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Management assessed the effectiveness of internal control over financial reporting as of December 31, 2010. We carried out this assessment using the criteria of the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm, pursuant to temporary rules of the Securities and Exchange Commission that permits us to provide only management's report in this annual report. Management concluded in this assessment that as of December
36
31, 2010, our internal control over financial reporting is not effective.
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of our 2010 fiscal year that havematerially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers, Promoters, Control Persons and Corporate Governance.
Directors and Executive Officers
The following table furnishes the information concerning Company directors and officers as of the date of this report. The directors of the Registrant are elected every year and serve until their successors are elected and qualify. They are:
Name
Title
Graham Douglas
President, Secretary, Treasurer and Director
Notes:
On August 24, 2007, Jeffrey Dashefsky was appointed as the President, CEO and Director of the company. Mr. Dashefsky
resigned as the President, Secretary, Treasurer and Director of the company on April 29, 2009.
On April 29, 2009, Graham Douglas was appointed as President, Secretary, Treasurer and Director of the company.
On May 18, 2010, Graham Douglas resigned the positions of President, Treasurer, Secretary and Director and Terry R. Fields was appointed to the above positions.
On January 28, 2011, Terry R. Fields resigned the positions of President, Treasurer, Secretary and Director and Graham Douglas was re-appointed to the same positions.
37
Item 11. Executive Compensation
None
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth, as of December 31, 2010, the number of shares of Common Stock owned of record and beneficially by executive officers, directors and persons who holds 5% or more of the outstanding Common Stock of the company. Also included are the shares held by all executive officers and directors as a group.
As of December 31, 2010, there were 45,788,607 shares of common stock outstanding.
Amount and Nature
Name and
of Beneficial
Percentage
Address
Ownership
of class
Graham Douglas
100,000
Director
0.22%
Condominium 6
118 Calle Hortencia Col
Amapas Puerto Vallarta
Mexico 48380
Presidents Financial 1,430,000
Shareholder
3.13%
Corporation
430-5190 Neil Road
Reno, NV 89502
USA
Maxxam Holdings Ltd. 888,888
Shareholder
1.95%
Bx 599 Mrdn Hse Crbn Pl
Leeward Hwy Prvdnciales
Turks & caicos Isl
Presidents Corporate 1,115,000
Shareholder
2.44%
Group
50 Neil Road Suite 800
Reno, NV 89501
USA
Herman Bernstein 1,247,000
Shareholder
2.73%
3500 South Dupont Highway
Dover, Kent, DE 19901, USA
38
Cale Corporation
2,420,000
Shareholder
5.29%
300-500 S Centre Street
Neno, NV 89501
USA
Sofiane Group, Ltd
2,000,000
Shareholder
4.37%
35a Regent Street
Belize City
Belize
Item 13. Certain Relationships and Related Transactions, and Director Independence.
None
Item 14. Principal Accountant Fees and Services.
Audit Fees. Audit fees for the audit of our Annual Reports on Form 10-K for the years ended December 31, 2010 and 2009 are approximately $13,500 and $7,500, respectively. These fees include auditing fees and review of quarterly financial statements for the fiscal years ended December 31, 2010 and 2009 respectively.
PART IV
Item 15. Exhibits
31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.1 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
39
SIGNATURES
In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Dated: April 5, 2011
FORMCAP CORP.
By:____________________
Graham Douglas
President, Secretary, Treasurer & Director.
40
Exhibit 31.01 |
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO |
RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT AND |
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 |
I, Graham Douglas, Director and Chief Executive Officer of FormCap Corp., certify that : |
|
1. I have reviewed this Annual Report on Form 10-K of FormCap Corp.; |
|
2. Based on my knowledge, this report 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 report; |
|
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have : |
|
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with general accepted accounting principles; |
|
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. |
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions ): |
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a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarized and report financial information; |
and |
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b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
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Dated : April 5, 2011 Signature : /s/ Graham Douglas |
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Graham Douglas |
Director and Chief Executive Officer |
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Exhibit 31.02
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT AND
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
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I, Graham Douglas, Chief Financial Officer of FormCap Corp. certify that : |
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1. I have reviewed this Annual Report on Form 10-K of FormCap Corp. ; |
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2. Based on my knowledge, this report 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 report;
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3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have :
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a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with general accepted accounting principles;
43
|
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions ):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect
the registrant's ability to record, process, summarized and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated : April 5, 2011 Signature: /s/ Graham Douglas |
----------------------- |
Graham Douglas |
Chief Executive Officer |
44
EXHIBIT 32 .01
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of FormCap Corp. (the "Company") on Form 10-K for the year ended December 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Graham Douglas, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/ Graham Douglas
-----------------------
Graham Douglas
Chief Executive Officer
April 5, 2011
45
EXHIBIT 32 .02
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of FormCap Corp. (the "Company") on Form 10-K for the year ended December 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Graham Douglas, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/ Graham Douglas
-----------------------
Graham Douglas
Chief Financial Officer
April 5, 2011
46
