FORMCAP CORP.
FORM 10-K
(Annual Report)
Filed July 27, 2010 for the year Ending 12/31/09
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
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, 2009.
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 )
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 the last business day of the
registrant's most recently completed second fiscal quarter was
$1,892,274 based upon the closing sales price of the
Registrant's Common Stock as reported on the Over-the-Counter
Bulletin Board of $0.10
At July 22, 2010, the Company had outstanding of 44,438,607
shares of Common Stock, $0.001 par value per share.
FORM CAP CORP.
FORM 10-K
For the Fiscal Year Ended December 31, 2009
TABLE OF CONTENTS
PART I Page
Item 1 Business 8
Item 1A Risk Factors 8-10
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 11-14
Item 6 Selected Financial Data 14
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations 14-16
Item 7A Quantitative and Qualitative Disclosures About
Market Risk 16
Item 8 Financial Statements and Supplementary Data 16-34
Item 9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 35
Item 9A Controls and Procedures 35-36
Item 9B Other Information 36
PART III
Item 10 Directors, Executive Officers and Corporate Governance 36
Item 11 Executive Compensation 36
Item 12 Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters 37
Item 13 Certain Relationships and Related Transactions, and
Director Independence 37
Item 14 Principal Accounting Fees and Services 38
PART IV
Item 15 Exhibits and signatures 38
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.
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, 2009, the Company had not yet achieved profitable
operations, has accumulated losses of $10,854,205 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.
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 4,800 acres of oil
and gas 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.
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 March 11, 2009, the Company had signed a Joint Venture
Development and Operating Agreement with MLXjet, Inc and Mixed
Media Corp, both of Vancouver B.C.
The ownership and revenue interests of the Parties under this
Joint Venture shall be a 60% (sixty percent) interest to FormCap
and a 40% (forty percent) interest to MLXjet Inc. FormCap shall
be the operator and/or manager of the JV Assets and the Joint
Venture.
The Assets of MLXjet Assets and FormCap are to be owned and
operated jointly as the Joint Venture. The Joint Venture will
develop the Business of MLXjet in Canada, United States and
Mexico, in accordance with the MLX/FABUSEND business plan, and
share the Revenues of the Joint Venture.
On July 17, 2009, FormCap announces cancellation of Joint
Venture agreement with MLXjet, Inc. and MLXjet Media Corp.
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.
Morgan Creek Energy Corp. is a natural resources exploration
company engaged in the acquisition and development of strategic
oil and natural gas properties.
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 4,800 acres of oil
and gas 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.
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 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 be 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
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
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 4,800 acres of oil
and gas 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.
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
Corp. in the amount of C$61,452.56 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.
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 2009.
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, 2009, the Company had approximately 112
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
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.
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
2008
1st Quarter 1.00 0.21
2nd Quarter 0.49 0.35
3rd Quarter 0.45 0.25
4th Quarter 0.23 0.05
As of December 31, 2009, there were 44,438,607 common shares
issued and have approximately 112 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
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 May 5, 2008, 500,000 common shares at $0.01 were issued for
cash to related parties of the company.
On March 3, 2009, the Company entered into an agreement to
issued 400,000 restricted shares in accordance with Regulation
144 of the United States Securities Act at $0.10 per share with
Black Hawk Financial, Inc. for an aggregate amount of $40,000
for consultation services provided to the Company.
On March 3, 2009, 120,000,000 shares issued on October 16, 2007
on promissory notes were retired to treasury.
On May 11, 2009, 200,000 restricted shares issued on March 3,
2009, with Black Hawk Financial, Inc. were retired to treasury.
On July 1, 2009, the Company entered into an agreement to issued
2,000,000 restricted shares in accordance with Regulation 144 of
the United States Securities Act at $0.10 per share with Duke
Enterprises, LLC for an aggregate amount of $200,000 for
consultation services provided to the Company.
On July 15, 2009, the Company entered into an agreement to
issued 100,000 restricted shares in accordance with Regulation
144 of the United States Securities Act at $0.10 per share with
Metropolis Acquisition Corporation for an aggregate amount of
$10,000 for consultation services provided to the Company.
On July 15, 2009, the Company entered into an agreement to
issued 500,000 restricted shares in accordance with Regulation
144 of the United States Securities Act at $0.10 per share with
Jim D. Romano for an aggregate amount of $50,000 for
consultation services provided to the Company.
On July 21, 2009, the Company approved the issuance of 5,000,000
shares at $0.01 per share to settle amounts of $50,000 of debt
due to a debtor of the Company.
On July 31, 2009, 5,000,000 shares issued on October 16, 2007 on
promissory notes were retired to treasury.
On October 16, 2009, 500,000 shares at $0.10 per share were
issued to Calderan Ventures, Ltd. as finders fee as per the
agreements dated October 5, 2009.
On October 20, 2009, 80,000 shares at $0.25 per share were
issued Tim Earle as finders fee as per the agreements dated
October 5, 2009.
On October 21, 2009, the Company approved the issuance of
8,000,000 shares for the settlement of related party accounts of
$614,743 which was due to several individuals and corporations
related to the Company.
On October 22, 2009, 8,000,000 shares issued on October 16, 2007
on promissory notes were retired to treasury.
On December 15, 2009, 60,000 shares at $0.25 per share were
issued for cash.
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.
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 4,800 acres of oil
and gas 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.
Results of Operations for the Years ended December 31, 2009.
The audited operating results and cash flows are presented for
the year ended December 31, 2009 and 2008 and for the period of
inception to December 31, 2009.
Revenues. There is no revenue for the year ended December 31,
2009 and 2008.
Operating Expenses. For the year ended December 31, 2009, we had
total operating expenses of $717,925 as compared to $105,158 for
the year ended December 31, 2008.
Consultation Fees. For the year ended December 31, 2009, we had
consultation fees of $265,000 as compared to $60,000 for the
year ended December 31, 2008.
Professional Fees. For the year ended December 31, 2009, we had
audit fees of $10,500 as compared to $9,000 for the year ended
December 31, 2008.
Loss on extinguishment of debt. For the year ended December 31,
2009, we had loss on extinguishment of debt of $2,895,256 due to
difference of share price of debt conversion and FMV of stock at
time of conversion.
Net Loss. The net loss for the year ended December 31, 2009 was
$3,625,831 as compared to $105,158 for the year ended December
31, 2008.
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.
Item 8. Financial Statements and Supplementary Data
FormCap Corp.
Index to Financial Statements
Contents Pages
Auditors reports 19-20
Balance Sheets as of Dec 31, 2009 and 2008 21
Statements of Operations for the year ended
Dec 31, 2009 and 2008 and for the period
April 10, 1991 (Inception) to Dec 31, 2009 22
Statements of Stockholders' Equity for the
Year ended Dec 31, 2009 23-25
Statements of Cash Flows for the year ended
Dec 31, 2009 and 2008 and for the period
April 10, 1991 (Inception) to Dec 31, 2009 26-27
Notes to Financial Statements 28-34
FORMCAP CORP.
(Formerly: Gravitas International, Inc.)
(An Exploration Stage Company)
AUDIT REPORT OF INDEPENDENT ACCOUNTANTS
AND
FINANCIAL STATEMENTS
December 31, 2009 and 2008
FORMCAP CORP.
(Formerly: Gravitas International, Inc.)
(An Exploration Stage Company)
TABLE OF CONTENTS
Page
Audit Report of Independent Accountants 19-20
Balance Sheets - December 31, 2009 and 2008 21
Statements of Operations for the years ended
December 31, 2009 and 2008 22
Statements of Stockholder's Equity (Deficit) for
the years ended December 31, 2009 and 2008 23-25
Statements of Cash Flows for the years ended
December 31, 2009 and 2008 26-27
Notes to Financial Statements 28-34
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 sheet of FormCap Corp. (formerly
Gravitas International Inc.) as of December 31, 2009, and the related
statements of income, stockholders' equity (deficit) and cash flows for the
year then ended. 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 audit. The financial statements of FormCap
Corp. (formerly Gravitas International Inc.) as of December 31, 2008 and since
inception on April 10, 1991 through December 31, 2008, were audited by other
auditors whose report dated October 27, 2009 and expressed an unqualified
opinion on those statements.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the auditsto obtain reasonable assurance about whether the financial
statements arefree 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 audit provides 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, 2009, and the results of their operations
and their cash flows for the year then ended, 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 Note3 to the financial
statements, the Company had losses from operations of $717,925, an accumulated
deficit of $10,854,205 and working capital deficit of $655,054 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.
SADLER, GIBB AND ASSOCIATES, LLC
Salt Lake City, UT
July 12, 2010
SEALE AND BEERS, CPAs
PCAOB & CPAB REGISTERED AUDITORS
www.sealebeers.com
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 sheet of FormCap
Corp. (formerly Gravitas International Inc.) (An Exploration
Stage Company) as of December 31, 2008, and the related
statements of operations, stockholders' equity (deficit) and
cash flows for the year then ended December 31, 2008. 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 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. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An
audit also includes 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.) (An Exploration Stage Company) as of December 31,
2008, and the related statements of operations,
stockholders' equity (deficit) and cash flows for the year
then ended December 31, 2008, in conformity with accounting
principles generally accepted in the United States of
America.
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 has not yet established an ongoing source of
revenues and has had significant losses from operations.
These factors raise 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/ Seale and Beers, CPAs
Seale and Beers, CPAs
Las Vegas, Nevada
October 27, 2009
50 South Jones Blvd., Suite 202 las Vegas, NV 89107 Phone
(888)727-8251 Fax: (888)782-2351
FORMCAP CORP
(FORMERLY : Gravitas International, Inc.)
(An Exploration Stage Company)
BALANCE SHEETS
December 31, December 31,
2009 2008
ASSETS
CURRENT ASSETS
Cash $ 1,357 $ 331
Prepaid expenses 157,898 -
___________________________
Total Current Assets 159,255 331
___________________________
OIL AND GAS LEASE RIGHTS 250,000 -
___________________________
TOTAL ASSETS $ 409,255 $ 331
___________________________
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 5,000 $ 12,300
Related party payables 266,747 741,253
Royalty and license fees payable 135,000 135,000
Notes payable, net of discount 407,562 -
___________________________
Total Current Liabilities 814,309 888,553
___________________________
TOTAL LIABILITIES 814,309 888,553
___________________________
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, 50,000,000 shares authorized
at par value $0.001, no shares
issued and outstanding - -
Common stock, 200,000,000 shares authorized
at par value $0.001; 44,438,607 and
160,998,607 shares issued and outstanding,
respectively 44,439 160,999
Stock subscription receivable (17,000) (150,000)
Additional paid-in capital 10,421,712 6,329,153
Deficit accumulated during the
exploration stage (10,854,205) (7,228,374)
___________________________
Total Stockholders' Equity (Deficit) (405,054) (888,222)
___________________________
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 409,255 $ 331
___________________________
The accompanying notes are an integral part of these financial statements.
FORMCAP CORP
(FORMERLY : Gravitas International, Inc.)
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
From
Inception on
For the Years Ended April 10, 1991
December 31, to Dec 31,
2009 2008 2009
___________________________________________
REVENUE $ - $ - $ 321,889
COST OF SALES - - 352,683
___________________________________________
GROSS MARGIN - - (30,794)
OPERATING EXPENSES
Consulting fees 265,000 60,000 340,000
Loss on impairment of assets 100,000 - 1,146,206
Financing expenses 261,500 - 730,946
General and administrative expenses 91,425 45,158 5,384,636
___________________________________________
Total Operating Expenses 717,925 105,158 7,601,788
___________________________________________
LOSS FROM OPERATIONS (717,925) (105,158) (7,632,582)
OTHER INCOME AND (EXPENSES)
Interest expense (12,650) - (392,312)
Loss on settlement of debt (2,895,256) - (2,829,311)
___________________________________________
Total Other Income and (Expenses) (2,907,906) - (3,221,623)
___________________________________________
LOSS BEFORE INCOME TAXES (3,625,831) (105,158) (10,854,205)
PROVISION FOR INCOME TAXES - - -
___________________________________________
NET LOSS $ (3,625,831) $ (105,158) $ (10,854,205)
___________________________________________
BASIC AND DILUTED LOSS
PER COMMON SHARE $ (0.06) $ (0.00)
BASIC AND DILUTED WEIGHTED AVERAGE
NUMBER OF COMMON SHARES
OUTSTANDING 63,173,840 160,828,744
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)
For the period from inception April 10, 1991 to December 31, 2009
Preferred Common
_______________________ ______________________
Shares Amount Shares Amount
_______________________________________________
Balance, December 31, 1991 - $ - - $ -
_______________________________________________
Balance, December 31, 1992 - - - -
_______________________________________________
Balance, December 31, 1993 - - - -
Net loss for the year ended
December 31, 1994 - - - -
_______________________________________________
Balance, December 31, 1994 - - - -
_______________________________________________
Balance, December 31, 1995 - - - -
_______________________________________________
Balance, December 31, 1996 - - - -
_______________________________________________
Balance, December 31, 1997 - - - -
_______________________________________________
Common stock issued for services - - 334 -
Net loss for the year ended
December 31, 1998 - - - -
_______________________________________________
Balance, December 31, 1998 - - 334 -
Preferred stock issued for cash
at $0.01 per share 300,000 300 - -
Common stock issued for cash - - 3,099 3
Net loss for the year ended
December 31, 1999 - - - -
_______________________________________________
Balance, December 31, 1999 300,000 $ 300 3,433 $ 3
_______________________________________________
Common stock issued for cash - - 1,708 2
Common stock issued for debt
settlement - - 810 1
Common stock issued for services - - 104 -
Common shares subscribed - - 975 1
Net loss for the year ended
December 31, 2000 - - - -
_______________________________________________
Balance, December 31, 2000 300,000 300 7,030 7
Common stock issued for cash - - 65,070 65
Common shares issued through
preferred stock conversion (300,000) (300) 1,000 1
Common stock issued for services - - - -
Common stock issued in acquisition - - 2,500 3
Net loss for the year ended
December 31, 2001 - - - -
_______________________________________________
Balance, December 31, 2001 - - 75,600 76
Deficit
Accumulated
Stock Additional During the Total
Subscription Paid-In Exploration Stockholders'
Receivable Capital Stage Equity (Deficit)
__________________________________________________________
$ - $ - $ - $ -
__________________________________________________________
- - - -
__________________________________________________________
- - - -
- - (5,000) (5,000)
__________________________________________________________
- - (5,000) (5,000)
__________________________________________________________
- - (5,000) (5,000)
__________________________________________________________
- - (5,000) (5,000)
__________________________________________________________
- - (5,000) (5,000)
- 5,000 - 5,000
- - (33,441) (33,441)
__________________________________________________________
- 5,000 (38,441) (33,441)
2,700 - 3,000
- 720,571 - 720,574
- - (705,213) (705,213)
__________________________________________________________
$ - $ 728,271 $ (743,654) $ (15,080)
- 779,998 - 780,000
- 735,628 - 735,629
- 115,000 - 115,000
- 193 (194) -
- - (1,361,851) (1,361,851)
__________________________________________________________
- 2,359,090 (2,105,699) 253,698
- 1,300,935 - 1,301,000
- 299 - -
- 47,269 - 47,269
- 184,997 - 185,000
- - (1,980,176) (1,980,176)
__________________________________________________________
$ - $ 3,892,590 $ (4,085,875) $ (193,209)
The accompanying notes are an integral part of these financial statements.
Preferred Common
______________________ _____________________
Shares Amount Shares Amount
_____________________________________________
Balance, December 31, 2001 - $ - 75,600 $ 76
Shares issued for private placement - - 4,341 4
Shares issued for exercise of options - - 2,500 2
Stock option compensation - - - -
Net loss for the year ended
December 31, 2002 - - - -
_____________________________________________
Balance, December 31, 2002 - - 82,441 82
Shares issued for private placement - - 545 1
Shares issued for services - - 1,000 1
Shares issued for debt settlement - - 36,464 36
Stock options granted for services - - - -
Stock options granted for debt
settlement - - - -
Stock option compensation - - - -
Net loss for the year ended
December 31, 2003 - - - -
_____________________________________________
Balance, December 31, 2003 - - 120,450 120
Shares issued for debt settlement - - 750 1
Shares issued for professional fees - - 4,100 4
Net loss for the year ended
December 31, 2004 - - - -
_____________________________________________
Balance, December 31, 2004 - - 125,300 125
Stock options exercised - - 38,307 39
Shares issued for debt settlement - - 50,000 50
Net loss for the year ended
December 31, 2005 - - - -
______________________________________________
Balance, December 31, 2005 - - 213,607 214
Net loss for the year ended
December 31, 2006 - - - -
______________________________________________
Balance, December 31, 2006 - - 213,607 214
Shares issued for debt settlement
at $0.001 to $0.01 per share - - 10,285,000 10,285
Shares issued for cash
at $0.001 per share - - 150,000,000 150,000
Net loss for the year ended
December 31, 2007 - - - -
______________________________________________
Balance, December 31, 2007 - - 160,498,607 160,499
Deficit
Accumulated
Stock Additional During the Total
Subscription Paid-in Exploration Shareholders'
Receivable Capital Stage Equity (Deficit)
__________________________________________________________
$ - $ 3,892,590 $ (4,085,875) $ (193,209)
- 235,996 - 236,000
- 249,998 - 250,000
- 305,788 - 305,788
- - (1,599,462) (1,599,462)
__________________________________________________________
- 4,684,372 (5,685,337) (1,000,883)
- 16,329 - 16,330
- 31,999 - 32,000
- 728,631 - 728,667
- 9,897 - 9,897
- 421,417 - 421,417
- 134,167 - 134,167
- - (1,294,174) (1,294,174)
__________________________________________________________
- 6,026,812 (6,979,511) (952,579)
- 49,999 - 50,000
- 1,216 - 1,220
- - (86,485) (86,485)
__________________________________________________________
- 6,078,027 (7,065,996) (987,844)
- (39) - -
- 99,950 - 100,000
- - (12,197) (12,197)
__________________________________________________________
- 6,177,938 (7,078,193) (900,041)
- - (7,428) (7,428)
__________________________________________________________
- 6,177,938 (7,085,621) (907,469)
- 146,715 - 157,000
(150,000) - - -
- - (37,595) (37,595)
__________________________________________________________
$ (150,000) $ 6,324,653 $ (7,123,216) $ (788,064)
The accompanying notes are an integral part of these financial statements.
Preferred Common
_______________________ __________________________
Shares Amount Shares Amount
___________________________________________________
Balance, December 31, 2007 - $ - 160,498,607 $ 160,499
Shares issued for cash
at $0.01 per share - - 500,000 500
Net loss for the year ended
December 31, 2008 - - - -
___________________________________________________
Balance, December 31, 2008 - - 160,998,607 160,999
Common stock issued
for consulting services
at $0.10 to $0.20 per share - - 2,800,000 2,800
Common stock issued for finder
fees at $0.10 to $0.20 per share - - 580,000 580
Common stock issued for cash
at $0.25 per share - - 60,000 60
Conversion of notes payable
at $0.01 to $0.07685 per share - - 13,000,000 13,000
Value of beneficial conversion
feature of notes payable - - - -
Cancellation of common
shares related to
subscription receivable - - (133,000,000) (133,000)
Net loss for the year ended
December 31, 2009 - - - -
____________________________________________________
Balance, December 31, 2009 - $ - 44,438,607 $ 44,439
____________________________________________________
Deficit
Accumulated
Stock Additional During the Total
Subscription Paid-in Exploration Stockholders'
Receivable Capital Stage Equity (Deficit)
_______________________________________________________________
$ (150,000) $ 6,324,653 $ (7,123,216) $ (788,064)
- 4,500 - 5,000
- - (105,158) (105,158)
______________________________________________________________
(150,000) 6,329,153 (7,228,374) (888,222)
- 297,200 - 300,000
- 173,420 - 174,000
- 14,940 - 15,000
- 3,546,999 - 3,559,999
- 60,000 - 60,000
133,000 - - -
- - (3,625,831) (3,625,831)
_____________________________________________________________
$ (17,000) $ 10,421,712 $ (10,854,205) $ (405,054)
_____________________________________________________________
The accompanying notes are an integral part of the financial statements.
FORMCAP CORP.
(an exploration stage company)
Statements of Cash Flows
From Inception
on April 10,
For the Years Ended 1991 to
December 31, December 31,
2009 2008 2009
_____________________________________________
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (3,625,831) $ (105,158) $ (10,854,205)
Adjustments to reconcile net loss to
net cash used by operating activities:
Amortization of prepaid
expenses 65,000 - 66,364
Amortization of beneficial
conversion feature 5,096 - 5,096
Depreciation and amortization - - 277,322
Common stock and options
issued for services 264,000 - 773,977
Loss on impairment of assets 100,000 - 1,174,833
Loss on settlement of debt 2,895,256 - 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)
Prepaid expenses and other
current assets (898) 2,700 (110,429)
Prepaid royalties - - (99,980)
Accounts payable and accrued
liabilities (7,300) 12,300 (107,884)
Royalty and license fees - - 196,765
______________________________________________
Net Cash Used in Operating
Activities (304,677) (90,158) (4,445,012)
______________________________________________
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of capital assets (100,000) - (104,880)
Acquisition deposits - - (431,000)
Purchase of oil and gas lease (250,000) - (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 (350,000) - (1,228,096)
______________________________________________
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party
payables 220,032 82,741 1,880,752
Repayments of related party
payables (29,795) - (629,795)
Proceeds from notes payable 450,466 - 812,266
Proceeds from the sale of
preferred stock - - 3,000
Proceeds from the sale of
common stock and stock options 15,000 5,000 3,608,242
______________________________________________
Net Cash Provided by Financing
Activities 655,703 87,741 5,674,465
______________________________________________
NET INCREASE (DECREASE) IN CASH 1,026 (2,417) 1,357
CASH AT BEGINNING OF PERIOD 331 2,748 -
______________________________________________
CASH AT END OF PERIOD $ 1,357 $ 331 $ 1,357
_______________________________________________
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
CASH PAID FOR:
Interest $ 12,650 $ - $ 12,650
Income taxes $ - $ - $ -
NON CASH FINANCING ACTIVITIES:
Common stock issued for
prepaid expenses $ 210,000 $ - $ 210,000
Conversion of related party
payables to common stock $ 3,559,999 $ - $ 3,559,999
The accompanying notes are an integral part of these financial statements.
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, 2008 as well as the
inception column of the financial statements have been
reclassified to conform to the presentation in the December
31, 2009 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
common stock equivalents outstanding as of December 31, 2009
and 2008, respectively. Basic earnings per share for the years
ended December 31, 2009 and 2008 are as follows:
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Years ended December 31,
_______________________
2009 2008
_______________________
Net loss applicable to common
shareholders $ (3,625,831) $ (105,158)
Weighted average shares outstanding 63,173,840 160,828,744
_______________________
Basic and diluted earnings per share $ (0.06) $ (0.00)
_______________________
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 or 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, 2009
and 2008.
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 outcome of
drilling becomes known to the Company. Wells cannot remain in
a status of indeterminable for a period greater than twelve
months.
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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
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.
NOTE 3 - GOING CONCERN
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, 2009, the Company had losses
from operations of $3,625,831 during the year ended December
31, 2009, an accumulated deficit of $10,854,205, and working
capital deficit of $655,054 as of December 31, 2009, 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. Management's plans include obtaining additional
funds by related party advances to put its oil properties into
production; however there is no assurance that this additional
funding is adequate and further funding may be necessary.
NOTE 4 - PREPAID CONSULTING SERVICES
On July 1, 2009, the Company issued 2,100,000 restricted
shares, at $0.10 per share, for consulting services to be
performed over the following two to three years. Because the
shares were issued in advance of receipt of services, the
Company recognized the $210,000 value as a prepaid expense. As
of December 31, 2009, $60,000 of this asset has been expensed.
NOTE 5 - PROPERTY AND EQUIPMENT
On October 20, 2009, the Company acquired 4,800 acres of oil
and gas 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. The
Company states its property and equipment at cost.
Amortization is to be computed based on units of production.
As of December 31, 2009, no production has taken place and
thus no amortization has been recorded.
NOTE 6 - 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, 2009 and 2008 the Company owed $266,747 and $741,253,
respectively. These amounts bear no interest, are not
collateralized, and are due on demand.
During the year ended December 31, 2009, the Company reached
an agreement to settle $664,743 in related party notes payable
in exchange for 13,000,000 shares of the Company's Common
Stock. This conversion was based on conversion prices ranging
from $0.01 to $0.077 per share. The fair market value of the
shares exchanged totaled $3,559,999 (based on the market price
of $0.32 per share on the day on exchange) and therefore the
Company recognized a loss on the extinguishment of debt for
the $2,895,256 difference between the fair market value of the
stock and the carrying value of the debt.
NOTE 7 - ROYALTY AND LICENSE FEE PAYABLE
The Company had $135,000 in outstanding license fees payable
and is in default in these agreements on December 31, 2009.
The Company is no longer in this line of business
NOTE 8 - COMMON STOCK
The Company has two classes of stock authorized as of December
31, 2009. The Company has 50,000,000 shares of preferred
stock authorized with no shares outstanding as of December 31,
2009 and 2008, respectively. The Company also has 200,000,000
shares of Common Stock authorized with 44,438,607 and
160,988,607 shares issued and outstanding as of December 31,
2009 and 2008, respectively. During the years ended December
31, 2009 and 2008 the Company had the following issuances of
common stock:
During the year ended December 31, 2008, the Company issued
500,000 shares of its Common Stock for cash at $0.01 per share
for proceeds of $5,000.
During the year ended December 31, 2009, the Company issued
60,000 shares of its Common Stock for cash at $0.25 per share
for proceeds of $15,000.
During the year ended December 31, 2009, the Company issued
13,000,000 to convert $3,559,999 in notes payable.
During the year ended December 31, 2009, the Company issued
3,380,000 shares of its Common Stock for consulting services
and finder's fees valued at $474,000.
During the year ended December 31, 2009, the Company cancelled
133,000,000 shares of Common Stock related to the stock
subscription receivable.
NOTE 9 - 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.
The Company has recorded this obligation within its accounts
payable.
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) exists. 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
NOTE 9 - NOTES PAYABLE (CONTINUED)
value of the options included in the units, the BCF was valued
at $60,000. The BCF has been recorded as a discount to the
note payable and to Additional Paid-in Capital.
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 0.97% (based on the US Treasury note yield),
two year maturity, volatility of 871% (based on the historical
performance of the Company's stock), and a strike price of
$0.35.
In accordance with ASC 470, the Company is amortizing the BCF
over the one year term of the note. As of December 31, 2009
the Company has recognized $5,096 of interest expense related
to the beneficial conversion feature resulting in a carrying
value of $5,096 as of December 31, 2009. As of December 31,
2009 the Company also recognized $2,466 in interest expense
related to this note.
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 recoded 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.
In accordance with ASC 470, the Company has analyzed the
beneficial nature of the conversion terms and determined that
no beneficial conversion feature (BCF) exists. As of December
31, 2009 the Company has recognized $5,000 in interest expense
related to this note through the amortization of the prepaid
interest.
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 0.97% (based on the US Treasury note yield),
two year maturity, volatility of 871% (based on the historical
performance of the Company's stock), and a strike price of
$0.35.
NOTE 10 - INCOME TAXES
Income Taxes
The Company provides for income taxes under Statement of
Financial Accounting Standards No. 109, Accounting for Income
Taxes. SFAS No. 109 requires the use of an asset and liability
approach in accounting for income taxes. Deferred tax assets
and liabilities are recorded based on the
NOTE 10 - INCOME TAXES (CONTINUED)
differences between the financial statement and tax bases of
assets and liabilities and the tax rates in effect when these
differences are expected to reverse.
SFAS No. 109 requires the reduction of deferred tax assets by
a valuation allowance if, based on the weight of available
evidence, it is more likely than not that some or all of the
deferred tax assets will not be realized.
The provision for income taxes differs from the amounts which
would be provided by applying the statutory federal income tax
rate of 39% to the net loss before provision for income taxes
for the following reasons:
December 31, December 31,
2009 2008
___________________________
Income tax expense at statutory rate $ (1,414,074) $ (41,012)
Common stock and warrants issued
for services 184,860 -
Loss on extinguishment of debt 1,129,150 -
Impairment of assets 39,000 -
Amortization of beneficial conversion feature 1,987 -
Valuation allowance 59,077 41,012
___________________________
Income tax expense per books $ - $ -
___________________________
Net deferred tax assets consist of the following components as of:
December 31, December 31,
2009 2008
____________________________
NOL carryover $ 2,090,241 $ 2,031,164
Valuation allowance (2,090,241) (2,031,164)
____________________________
Net deferred tax asset $ - $ -
____________________________
Due to the change in ownership provisions of the Tax Reform
Act of 1986, net operating loss carry forwards of $5,359,592
through 2029, 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 11 - SUBSEQUENT EVENTS
The Company has evaluated subsequent events through July 9,
2010 and has determined that there were no additional
subsequent events to recognize or disclose in these financial
statements besides those included below.
On May 17, 2010, the Company signed an addendum to the each of
the loan agreements. The first addendum applies the $400,000
note payable to extend the due date for repayment of the
principal sum of the loan, together with all accrued but unpaid
interest, for an additional 6 months from April 15, 2010 to
October 15, 2010. The extension included a $20,000 extension
fee and a modification of the conversion terms. The conversion
terms were modified to lower the conversion price from $1.00
per unit (as defined in Note 9) to $0.10 and exercise price of
the warrant from $0.35 to $0.15 per share.
The second addendum applies to the $60,000 note payable and
modifies the deemed price of the convertible unit (defined in
Note 8) to $0.10 per unit to a maximum of 600,000 fully paid
units and lowered the exercise price of the warrants from $0.35
to $0.15 per share.
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, 2009, 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, 2009. 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
31, 2009, our internal control over financial reporting is
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 2009 fiscal year that have materially 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
Terry Fields 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 position of
President, Treasurer, Secretary and Director and Terry R.
Fields was appointed to the above positions.
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, 2009,
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, 2009, there were 44,438,607 shares of
common stock outstanding.
Amount and Nature
Name and of Beneficial Percentage
Address Ownership of class
Graham Douglas 100,000 Director 0.23%
Condominium 6
118 Calle Hortencia Col
Amapas Puerto Vallarta
Mexico 48380
Presidents Financial 2,265,00 Shareholder 5.10%
Corporation
430-5190 Neil Road
Reno, NV 89502
USA
Ecom Capital Corp. 7,000,000 Shareholder 15.76%
1407 Edificio
Century Tower
Avenue Ricardo J. Alvaro,
Tumba Muerto,
Panama, Republic of Panama
Sofiane Group, Ltd 3,000,000 Shareholder 6.75%
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 expected to be billed to us by for
the audit of financial statements included in our Annual
Reports on Form 10-K for the years ended December 31, 2009
and 2008 are approximately $10,500 and $9,000,
respectively. These fees include auditing fees and review
of quarterly financial statements for the fiscal years
ended December 31, 2009 and 2008 respectively.
PART 1V
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.
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: July 22, 2010
FORMCAP CORP.
By: /S/ Terry Fields
Terry Fields
Chief Executive Officer
& Director