UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014.
OR
o 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
FORMCAP CORP.
(formerly Gravitas International, Inc.)
(Exact name of registrant as specified in its charter)
| Nevada | | 1006772219 |
| (State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification No.) |
50 West Liberty Street, Suite 880, Reno, NV 89501
(Address of principal executive offices, including zip code)
775-285-5775
(Registrant’s telephone number, including area code)
| Title of Each Class | | Name of Exchange on which Registered |
| Preferred Stock ($0.001 par value) | | NASDAQ OTCBB |
| Common Stock ($0.001 par value) | | |
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 o 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 o No x
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 o
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 o No o
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 | o | Accelerated filer | o |
| Non-accelerated filer | o | 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 o No x
The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2014 was $10,266,822 based upon the closing sales price of the Registrant’s Common Stock as reported on the Over-the-Counter Bulletin Board of $0.0227
At April 14, 2015the Company had outstanding 88,841,833 shares of Common Stock, of $0.001 par value per share.
EXPLANATORY NOTE
On April 15, 2015 the Company filed it's Annual Report on Form 10-K, however, the XBRL was not complete when the filing was ready to be filed and the XBRL Interactive Data files were not included with the original filing. The purpose of this Amendment No. 1 to Form 10-K is to include the XBRL Interactive Data files and to update the table on Page 18. No other changes have been made to the Form 10-K. Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
Statements of Cash Flows for the years ended December 31, 2014 and 2013
| | | For the Year Ended December 31, | |
| | | 2014 | | | 2013 | |
| | | | | | | |
| CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | |
| Net (Loss) Income | | $ | (8,610,978 | ) | | $ | (2,386,213 | ) |
| Adjustments to reconcile net loss to net cash used by operating activities: | | | | | | | | |
| Common stock and options issued for services | | | 54,950 | | | | - | |
| Expenses paid on behalf of the Company | | | 32,800 | | | | - | |
| Loss on impairment of assets | | | 516,802 | | | | - | |
| Loss on settlement of debt | | | 7,978,406 | | | | 2,274,000 | |
| Changes to operating assets and liabilities: | | | | | | | | |
| Prepaid expenses and other current assets | | | (6,875 | ) | | | - | |
| Accounts payable and accrued liabilities | | | 36,167 | | | | 43,353 | |
| Notes Receivable | | | 1,096 | | | | (9,266 | ) |
| | | | | | | | | |
| Net Cash Used in Operating Activities | | | 2,368 | | | | (78,126 | ) |
| | |
| CASH FLOWS FROM INVESTING ACTIVITIES | |
| | | | | | | | | |
| Purchase of oil and gas lease | | | - | | | | (6,802 | ) |
| | | | | | | | | |
| Net Cash Used in Investing Activities | | | - | | | | (6,802 | ) |
| | | | | | | | | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |
| Proceeds from related party payables | | | - | | | | 15,000 | |
| Proceeds from convertible notes payable | | | | | | | 70,790 | |
| Repayment of convertible notes payable | | | (3,000 | ) | | | - | |
| | | | | | | | | |
| Net Cash Provided by Financing Activities | | | (3,000 | ) | | | 85,790 | |
| | | | | | | | | |
| NET INCREASE (DECREASE) IN CASH | | | (632 | ) | | | 862 | |
| CASH AT BEGINNING OF PERIOD | | | 910 | | | | 48 | |
| | | | | | | | | |
| CASH AT END OF PERIOD | | $ | 278 | | | $ | 910 | |
| | | | | | | | | |
| CASH PAID FOR: | | | | | | | | |
| Interest | | $ | - | | | $ | 10 | |
| | | | | | | | | |
| NON CASH FINANCING ACTIVITIES: | | | | | | | | |
| Common Stock issued for oil and gas lease | | $ | 2,310,000 | | | $ | 20,000 | |
| Conversion of related party payables to common stock | | $ | - | | | $ | 425,000 | |
| Extinguishment of related party notes payable and accounts payable | | $ | 6,055,000 | | | $ | 2,699,000 | |
| Notes Payable Issued for Oil and Gas Lease | | $ | 110,000 | | | $ | 75,000 | |
The accompanying notes are an integral part of these financial statements
(b) Exhibits
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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.
| | FORMCAP CORP. | |
| | | | |
| Dated: April 17, 2015 | By: | /s/ Bradley Moynes | |
| | | Bradley Moynes | |
| | | President, Secretary, Treasurer & Director. | |
