Formcap (FRMC) 10-Q 2012 Q3 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period endedSeptember 30, 2012.
OR
[  ]  TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number :000-28847
FORMCAP CORP.
( Exact name of registrant as specified in its charter )
	Nevada	1006772219
	( State or other jurisdiction of incorporation or organization )	( I.R.S. Empl. Ident. No. )
50 West Liberty Street, Suite 880, Reno, NV 89501
( Address of principal executive offices ) ( Zip Code )
888-777-8777
( Issuer's telephone number )
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 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  [  ]  NO  [X]
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 mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a small reporting company. See definitions of "large accelerated filer,” “accelerated filer,” and “small reporting company" in Rule 12B-2 of the Exchange Act.
	Large accelerated filer  [  ]	Non-accelerated filer  [  ]
	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 Exchange Act).   YES  [  ]  NO  [X]

The number of shares outstanding the issuer’s common stock, $0.001 par value, was 2,015,773 as of November 14, 2012.

FormCap Corp.
Form 10-Q
For the Quarter Ended September 30, 2012
TABLE OF CONTENTS
		Page
PART I	FINANCIAL INFORMATION
Item 1	Financial Statements	1
	Condensed Balance Sheets as at September 30, 2012 (unaudited) and December 31, 2011	1
	Condensed Statements of Operation for Three and Nine Months Ended September 30, 2012 and 2011, and for the Period from April 10, 1991 (Inception) to September 30, 2012 (unaudited)	2
	Condensed Statements of Cash Flows for Nine Months Ended September 30, 2012 and 2011, and for the Period from April 10, 1991 (Inception) to September 30, 2012 (unaudited)	3
	Notes to Condensed Financial Statements (unaudited)	4
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3	Quantitative and Qualitative Disclosures About Market Risk	10
Item 4	Controls and Procedures	10
PART II	OTHER INFORMATION
Item 1	Legal Proceedings	11
Item 1A	Risk Factors	11
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3	Defaults Upon Senior Securities	11
Item 4	Mine Safety Disclosures	11
Item 5	Other Information	11
Item 6	Exhibits	12
	Signatures	12

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

FormCap Corp.

(An Exploration Stage Company)

Condensed Balance Sheets

		September 30, 2012			December 31, 2011
		(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	136		$	504
Prepaid expenses		11,666			64,167
Total Current Assets		11,802			64,671
TOTAL ASSETS	$	11,802		$	64,671
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	36,692		$	37,345
Accounts payable – related party		391,999			371,540
Related party payables		159,983			149,311
Notes payable		75,757			70,084
Royal and license fee payable		135,000			135,000
Total Current Liabilities		799,431			763,280
TOTAL LIABILITIES		799,431			763,280
STOCKHOLDERS’ DEFICIT
Preferred stock, 50,000,000 shares authorized at par value of $0.001, no shares issued and outstanding		-			-
Common stock, 200,000,000 shares authorized at par value of $0.001, 2,015,773 shares issued and outstanding		2,016			2,016
Stock subscription receivable		(17,000	)		(17,000	)
Additional paid-in capital		11,176,596			11,176,596
Deficit accumulated during the exploration stage		(11,949,241	)		(11,860,221	)
Total Stockholders’ Deficit		(787,629	)		(698,609	)
TOTAL LIABLITIES AND STOCKHOLDERS’ DEFICIT	$	11,802		$	64,671

The accompanying notes are an integral part of these condensed financial statements.

1

FormCap Corp.

(An Exploration Stage Company)

Condensed Statements of Operations

(Unaudited)

														From Inception on
	For the Three Months Ended September 30,							For the Nine Months Ended September 30,						April 10, 1991 to September 30,
			2012			2011			2012			2011			2012
REVENUES		$	-		$	-		$	-		$	-		$	321,889
COST OF SALES			-			-			-			-			352,683
GROSS MARGIN			-			-			-			-			(30,794	)
OPERATING EXPENSES
Consulting fees			12,500			15,000			52,501			72,341			1,031,201
Loss on impairment of assets			-			-			-			-			1,146,206
Financing expenses			-			-			-			-			778,946
General and administrative expenses			18,909			9,834			36,519			39,205			5,555,461
Total Operating Expenses			31,409			24,834			89,020			111,546			8,511,814
LOSS FROM OPERATIONS			(31,409	)		(24,834	)		(89,020	)		(111,546	)		(8,542,608	)
OTHER INCOME AND (EXPENSE)
Interest expense			-			-			-			(13,800	)		(864,177	)
Gain on settlement of debt			-			-			-			311,466			286,855
Loss on settlement of debt			-			-			-			-			(2,829,311	)
Total Other Income and (Expense)			-			-			-			297,666			(3,406,633	)
INCOME (LOSS) BEFORE INCOME TAXES		$	(31,409	)	$	(24,834	)	$	(89,020	)	$	186,120		$	(11,949,241	)
Provision for income taxes			-			-			-			-			-
NET INCOME (LOSS)			(31,409	)	$	(24,834	)	$	(89,020	)	$	186,120		$	(11,949,241	)
BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE		$	(0.02	)	$	(0.03	)	$	(0.04	)	$	0.20
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING			2,015,773			915,773			2,015,773			915,773

The accompanying notes are an integral part of these condensed financial statements.

2

FormCap Corp.

(An Exploration Stage Company)

Condensed Statements of Cash Flows

(Unaudited)

	For the Nine Months Ended September 30,						From Inception on April 10, 1991 to September 30,
		2012			2011			2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)	$	(89,020	)	$	180,120		$	(11,949,241	)
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Amortization of prepaid expenses		52,501			50,000			312,596
Amortization of beneficial conversion feature		-			-			379,961
Depreciation and amortization		-			-			277,322
Expenses paid by related parties		8,445			65,794			95,239
Common stock and options issued for services		-			-			943,977
Common stock and options issued for collateral and extension of debt		-			-			17,500
Loss on impairment of assets		-			-			1,174,833
Loss on settlement of debt		-			-			4,154,908
Interest expense in connection with induced conversion		-			-			262,032
Foreign currency exchange		-			-			(120,814	)
Changes to operating assets and liabilities					-
Accounts receivable		-			-			3,203
Inventories		-			-			(66,200	)
Gain on settlement of long term debt		-			(561,466	)		(286,855	)
Prepaid expenses and other current assets		-			-			(140,429	)
Prepaid royalties		-			-			(99,980	)
Accounts payable and accrued liabilities		(653	)		(15,572	)		100,147
Accounts payable – related parties		20,459			-			20,459
Royalty and license fees		-			-			196,765
Net Cash Used in Operating Activities		(8,268	)		(275,124	)		(4,724,577	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of capital assets		-			-			(104,880	)
Acquisition deposits		-			-			(431,000	)
Extinguishment of oil and gas leases		-			250,000			-
Purchase of oil and gas lease		-			-			(250,000	)
Capitalized software expenditures		-			-			(135,181	)
Principal payments on notes receivable		-			-			44,117
Notes receivable advances		-			-			(701,152	)
Proceeds from sale of notes receivable		-			-			350,000
Net Cash Used in Investing Activities		-			250,000			(1,228,096	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party payables		4,900			6,551			2,048,660
Repayments of related party payables		-			(1,000	)		(637,012	)
Proceeds from notes payable		3,000			20,000			929,919
Proceeds from the sale of preferred stock		-			-			3,000
Proceeds from the sale of common stock and stock options		-			-			3,608,242
Net Cash Provided by Financing Activities		7,900			25,551			5,952,809
NET INCREASE (DECREASE) IN CASH		(368	)		427			136
CASH AT BEGINNING OF PERIOD		504			166			-
CASH AT END OF PERIOD	$	136		$	593		$	136
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
CASH PAID FOR:
Interest	$	-		$	-		$	12,650
Income Taxes	$	-		$	-		$	-
NON CASH FINANCING ACTIVITIES
Common stock issued for prepaid expenses	$	70,000		$	-		$	280,000
Conversion of related party payables to common stock	$	-		$	439,020		$	3,559,999

The accompanying notes are an integral part of these condensed financial statements.

3

FormCap Corp.

(An Exploration Stage Company)

Notes to the Condensed Financial Statements

September 30, 2012

(Unaudited)

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2012, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2011 audited financial statements.  The results of operations for the periods ended September 30, 2012 and 2011 are not necessarily indicative of the operating results for the full years.

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 condensed financial statements have been reclassified to conform to the presentation in the September 30, 2012 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 per share includes common stock equivalents outstanding at the balance sheet date. The Company had no dilutive common stock equivalents outstanding as of September 30, 2012 and 2011, respectively.

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 for the nine months ended September 30, 2012 and for the year ended December 31, 2011.

4

FormCap Corp.

(An Exploration Stage Company)

Notes to the Condensed Financial Statements

September 30, 2012

(Unaudited)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

Financial Instruments

For accounts payable, related party payables, notes payable and royal and license fee payable, 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.

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

The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position or statements

5

FormCap Corp.

(An Exploration Stage Company)

Notes to the Condensed Financial Statements

September 30, 2012

(Unaudited)

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 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 September 30, 2012 and December 31, 2011 the Company owed $159,983 and $149,311 respectively.  These amounts bear no interest, are not collateralized, and are due on demand.  During the nine months ended September 30, 2012, a related party paid expenses in the amount of $5,772 on behalf of the Company.  During the nine months ended September 30, 2012, a related party loaned the Company cash in the amount of $4,900.00

NOTE 5 - COMMON STOCK

The Company has two classes of stock authorized as of September 30, 2012.  The Company has 50,000,000 shares of preferred stock authorized with no shares outstanding as of September 30, 2012 and December 31, 2011.  The Company also has 200,000,000 shares of common stock authorized with 2,015,773 shares issued and outstanding as of September 30, 2012 and December 31, 2011.

During the year ended December 31, 2011, the Company issued new shares as follows:

On November 23, 2011 500,000 common shares were issued under a debt settlement agreement with a related Party.  

On December 1, 2011, 200,000 common shares were issued under the terms of an Oil & Gas Farm-In, Operating and Consulting Agreement with a consultant.

On December 1, 2011, 200,000 common shares were issued to the same consultant under a debt settlement agreement as payment in full for previous debt incurred under a Consulting Agreement.

On December 1, 2011, 200,000 common shares were issued to the President of the Company as payment for services rendered in the performance of his duties.

No further shares have been issued in the nine months ended September 30, 2012.

6

FormCap Corp.

(An Exploration Stage Company)

Notes to the Condensed Financial Statements

September 30, 2012

(Unaudited)

NOTE 6 – SUBSEQUENT EVENT

On October 1, 2012, the Company effected a 1 for 50 reverse stock split.  All references in these financial statements to number of common shares issued and outstanding, price per share and weighted average number of common shares have been adjusted to reflect the stock split on a retroactive basis, unless otherwise noted.  The Company’s authorized preferred stock and authorized common stock remain unchanged at 50,000,000 shares of preferred stock, par value of $0.001, and 200,000,000 shares of common stock, par value of $0.001.

7

Item 2.  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.

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.

On March 16, 2011, the Company signed a Farm-Out Agreement for oil and gas exploration in the Peco Area of Alberta. The Farm-Out Agreement between FormCap Corp. and a private Alberta Corporation is comprised of a Seismic Option, a Farm-Out and a Participation clause. The Agreement stipulated a commencement date for the shooting of a 3D seismic program on the Farm-Out Lands not later than June 1, 2011 and a Commencement Date of November 1, 2011 for spudding and continuous drilling of a Test Well. Due to conditions in the oil and gas industry these dates were amended to October 1, 2011 for commencement of seismic program and February 1, 2012 for the spudding of a Test Well. The Agreement provides FormCap 60 days following completion of the seismic program to elect to drill the Test Well. Upon completion of the Test Well FormCap shall have earned a 40% working interest in the well subject to a 10% Gross Overiding Royalty payable to the Farmor. The Farmor may elect to convert the Gross Overiding Royalty to a 50% interest in FormCap’s working interest (i.e.: a 20% working interest).   

Results of Operations for the Three Months Ended September 30, 2012 and 2011.

Revenues. There was no revenue for the three months ended September 30, 2012 and 2011.

Operating Expenses. For the three months ended September 30, 2012, we had total operating expenses of $31,409 as compared to $24,834 for the three months ended September 30, 2011.  General and administrative expenses increased by $9,075 mainly due to increase in professional fees, whereas the consulting fees decreased by $2,500.

Interest Expense.  There were no interest expenses for the three months ended September 30, 2012 and 2011 as the liabilities of the Company bear no interest.

8

Net Loss. The net loss for the quarter ended September 30, 2012 was $31,409 as compared to $24,834 for the quarter ended September 30, 2011.  These amounts are entirely comprised of the operating expenses as there were no other income or expenses.

Results of Operations for the Nine Months Ended September 30, 2012 and 2011.

Revenues. There was no revenue for the nine months ended September 30, 2012 and 2011.

Operating Expenses. For the nine months ended September 30, 2012, we had total operating expenses of $89,020 as compared to $111,546 for the nine months ended September 30, 2011.  This was accounted for mainly by a reduction in consulting expense of $19,840 and a small reduction in general and administrative expenses of $2,686.

Interest Expense.  There were no interest expenses for the nine months ended September 30, 2012 and 2011 as the liabilities of the Company bear no interest.

Net Loss. The net loss for the nine months ended September 30, 2012 was $89,020 as compared to income of $186,120 for the nine months ended September 30, 2011.  This was because there was no gain on settlement of debt as compared to a gain of $311,466 recorded in 2011.

Liquidity and Capital Resources

As at September 30, 2012, our current assets were $11,802 (December 31, 2011 - $64,671) and our current liabilities were $799,431 (December 31, 2011 - $763,280), which resulted in a working capital deficit of $787,629 compared to a working capital deficit of $698,609 at December 31, 2011.

Total Stockholders’ Deficit increased from $698,609 at December 31, 2011 to $787,629 at September 30, 2012.

Cash Flows Used in Operating Activities

We have not generated positive cash flows from operating activities.  For the nine months ended September 30, 2012, net cash flows used in operating activities was $8,268 consisting of primarily of a net loss of $89,020.  Net cash flows used in operating activities was adjusted by $52,501 in amortization of prepaid expenses and $8,445 of expenses paid by related parties.  Net cash flows used in operating activities was further changed by $653 decrease in accounts payable and accrued liabilities and $20,459 increase in accounts payable – related parties.

For the nine months ended September 30, 2011, net cash flows used in operating activities was $275,124 consisting of net income of $180,120 adjusted by $50,000 in amortization of prepaid expenses, $65,794 of expenses paid by related parties and a non-cash gain on settlement of long term debt of $561,466.  Net cash flows used in operating activities was further changed by $15,572 increase in accounts payable and accrued liabilities.

Cash Flows Used in Investing Activities

For the nine months ended September 30, 2012, net cash flows used in investing activities was $Nil compared to net cash flows provided by investing activities during the nine months ended September 30, 2012 of $250,000.  This change was primarily as a result of extinguishing of oil and gas lease in 2011.

Cash Flow Provided by Financing Activities

We have financed our operations primarily from either advances from related parties or the issuance of equity and debt instruments.  For the nine months ended September 30, 2012, net cash flows provided from financing activities was $7,900 compared to $25,551 for the nine months ended September 30, 2011.  Cash flows from financing activities for the nine months ended September 30, 2012 consisted of $7,900 proceeds from notes payables.  Cash flows from financing activities for the nine months ended September 30, 2011 consisted of $20,000 proceeds from notes payable and $5,551 net proceeds from related party payables.

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities.  

9

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Recent Accounting Pronouncements

For the three month period ended September 30, 2012, there were no accounting standards or interpretations issued that are expected to have a material impact on our financial position, operations or cash flows.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company” (as defined in Item 10(f)(1) of Regulation S-K), our Company is not required to provide information required by this Item.

Item 4.  Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we have carried out an evaluation of the effectiveness of the design and operation of our Company's disclosure controls and procedures as of the end of the period covered by this quarterly report, being September 30, 2012.  This evaluation was carried out under the supervision and with the participation of our Company's management, including our President, Principal Executive Officer and Principal Financial Officer.  Based upon that evaluation, our President, Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures are not effective as of the end of the period covered by this report due to the material weaknesses described in Management's Report on Internal Control over Financial Reporting included in our annual report on Form 10-K for the year ended December 31, 2011.

There have been no significant changes in our Company's internal controls or in other factors, which could significantly affect internal controls subsequent to the date we carried out our evaluation. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our Company's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our Company's reports filed under the Exchange Act is accumulated and communicated to management, including our Company's president and Principal Executive Officer as appropriate, to allow timely decisions regarding required disclosure.

There have been no changes in our internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

10

PART II – OTHER INFORMATION

Item 1.  Legal Proceedings

None.

Item 1A. Risk Factors

As a “smaller reporting company” (as defined in Item 10(f)(1) of Regulation S-K), our Company is not required to provide information required by this Item.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

On February 11, 2010, 10,000 shares were issued to Norman J Mackenzie for consulting services valued at $170,000.

On July 20, 2010, 5,000 shares at $2.50 per share were issued to Leare Developments Ltd. as collateral for its Convertible Note Payable.

On July 20, 2010, 2,000 shares at $2.50 per share were issued to Leare Developments Ltd. as fee for extension of the repayment of its Convertible Note Payable.

On October 27, 2010, 10,000 shares at $2.00 per share were issued to Jim Romano as finders fee as per agreements dated July 21, and October 5, 2010.

On November 23, 2011 500,000 common shares were issued under a debt settlement agreement with a related Party.  

On December 1, 2011, 200,000 common shares were issued under the terms of a Oil & Gas Farm-In, Operating and Consulting Agreement with a consultant.

On December 1, 2011, 200,000 common shares were issued to the same consultant as payment in full of debt arising under a Consulting Agreement.

On December 1, 2011, 200,000 common shares were issued to the President of the Company as payment for services rendered in the performance of his duties.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

11

Item 6.  Exhibits

Exhibit No.	Description
31	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
32	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	FORMCAP CORP.
Dated: November 14, 2012	By: /s/Graham Douglas
	Graham Douglas
	President, Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

12

EXHIBIT 31

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCINPAL FINANCIAL OFFICER

PURSUANCE TO SECTOIN SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Graham Douglas, certify that:
1.	I have reviewed this Quarterly Report on Form 10-Q 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.	I am 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.	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.

Date:	November 14, 2012
By:	/s/Graham Douglas
	---------------------------
	Graham Douglas
	President, Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

EXHIBIT 32

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Graham Douglas, the Chief Executive Officer and Chief Financial Officer, of FormCap Corp. (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, the Quarterly Report on Form 10-Q for the period ended September 30, 2012, fully complies with the  requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the  information  contained in the Quarterly Report on Form 10-Q fairly  presents,  in all material  respects,  the  financial  condition  and result of  operations of the Company.

/s/Graham Douglas
-----------------------------
Graham Douglas
President, Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
Date:	November 14, 2012