FORMCAP CORP.
FORM 10-Q
(Quarterly Report)
Filed November 11, 2010 for the Period Ending 06/30/10
Address 50 WEST LIBERTY STREET
SUITE 880
RENO, NV 89501
Telephone 888-777-8777
CIK 0001102709
Symbol FRMC
SIC Code 7372 - Prepackaged Software
Fiscal Year 12/31
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 ended June 30, 2010
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 : 0 - 28847
FORMCAP CORP.
(Formerly Gravitas International, Inc.)
( Exact name of registrant as specified in its charter )
Nevada 1006772219
- ----------------------------- ---------------------
( State or other ( I.R.S. Empl.
jurisdiction of incorporation Ident. No.)
or organization)
50 West Liberty Street, Suite 880, Reno, NV 89501
- -------------------------------------------------
(Address of principal executive offices) (Zip Code)
888-777-8777
- ---------------------------
(Issuer's telephone number)
Check whether the issuer (1) 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. (Check one) :
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 Exchange Act).
( ) Yes ( X ) No
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of shares outstanding the issuer's common stock,
$0.001 par value, was 44,938,607 as of November 9, 2010.
FORMCAP CORP.
FORM 10-Q
For the Period Ended June 30, 2010
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION Pages
Item 1. Financial Statements 6 - 17
Item 2. Management's Discussion and Analysis of
Financial Condition And Results of Operations18 - 19
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 19
Item 4T.Controls and Procedures 19
PART II
Item 1. Legal Proceedings 20
Item 1A.Risk Factors 20 - 21
Item 2. Unregistered Sales of Equity Securities and
Use of Proceeds 21 - 22
Item 3. Defaults Upon Senior Securities 22
Item 4. Submission of Matters to a Vote of Security
Holders 22
Item 5. Other Information 22
Item 6. Exhibits 22 - 29
Part 1. Item 1. Financial Statements
FORMCAP CORP.
Page No.
Balance Sheets as at June 30, 2010
and December 31, 2009 6
Statements of Operations for the six months
June 30, 2010 and 2009 and for the period
April 10, 1991(Inception) to June 30, 2010 7
Statements of Stockholders' Equity / (Deficit) 8 - 10
Statements of Cash Flows for the six months
ended June 30, 2010 and 2009 and for the period
from April 10, 1991 (Inception) to June 30, 2010 11
Notes to Financial Statements 12 - 17
FORMCAP CORP.
(Formerly: Gravitas International Inc.)
(an exploration stage company)
Balance Sheets
ASSETS
June 30, December 31,
2010 2009
--------------- --------------
(Unaudited)
CURRENT ASSETS
Cash $ 11,915 $ 1,357
Prepaid expenses 100,000 157,898
-------------- --------------
Total Current Assets 111,915 159,255
-------------- --------------
OIL AND GAS LEASE RIGHTS 250,000 250,000
-------------- --------------
TOTAL ASSETS $ 361,915 $ 409,255
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued
liabilities $ 78,441 $ 5,000
Short-term payables 47,400 -
Related party payables 350,231 266,747
Royalty and license fees payable 135,000 135,000
Notes payable, net of discount 143,655 407,562
-------------- -------------
Total Current Liabilities 754,727 814,309
-------------- -------------
TOTAL LIABILITIES 754,727 814,309
-------------- -------------
STOCKHOLDERS' EQUITY (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;
44,938,607 and 44,438,607 shares
issued and outstanding,
respectively 44,939 44,439
Stock subscription receivable (17,000) (17,000)
Additional paid-in capital 11,010,232 10,421,712
Deficit accumulated during
the exploration stage (11,430,983) (10,854,205)
--------------- -------------
Total Stockholders'
Equity (Deficit) (392,812) (405,054)
--------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 361,915 $ 409,255
=============== =============
The accompanying notes are an integral part of these
financial statements.
FORMCAP CORP.
(Formerly: Gravitas International Inc.)
(an exploration stage company)
Statements of Operations (Unaudited)
For the
Three Months Ended
June 30,
2010 2009
---------------------
REVENUES $ - $ -
COST OF SALES - -
---------------------
GROSS MARGIN - -
---------------------
OPERATING EXPENSES
Consulting fees 107,241 (5,000)
Loss on impairment
of assets - -
Financing expenses 10,000 -
General and administrative
Expenses 19,954 7,529
------------------
Total Operating Expenses137,195 2,529
------------------
LOSS FROM OPERATIONS (137,195) (2,529)
------------------
OTHER INCOME AND (EXPENSE)
Interest expense (168,438) -
Loss on settlement
of debt - -
------------------
Total Other Income
and (Expense) (168,438) -
------------------
LOSS BEFORE
INCOME TAXES (305,633) (2,529)
PROVISION FOR
INCOME TAXS - -
------------------
NET LOSS $(305,633) $ (2,529)
=====================
BASIC AND DILUTED
NET LOSS
PER COMMON SHARE $ (0.01) $ (0.00)
===================
BASIC AND DILUTED WEIGHTED
AVERAGE NUMBER OF
COMMON SHARES
OUTSTANDING 44,938,607 41,286,519
=======================
From Inception
For the on April 10,
Six Months Ended 1991 to
June 30, June 30,
2010 2009 2010
--------------------- ----------------
REVENUES $ - $ - $ 321,889
COST OF SALES - - 352,683
--------------------- ----------------
GROSS MARGIN - - (30,794)
--------------------- ----------------
OPERATING EXPENSES
Consulting fees 312,241 50,000 652,241
Loss on impairment
of assets - - 1,146,206
Financing expenses 13,000 - 743,946
General and administrative
Expenses 38,584 15,269 5,423,220
------------------ ---------
Total Operating Expenses363,825 65,269 7,965,613
------------------ ---------
LOSS FROM OPERATIONS (363,825) (65,269) (7,996,407)
------------------ ---------
OTHER INCOME AND (EXPENSE)
Interest expense (212,953) - (605,265)
Loss on settlement
of debt - - (2,829,311)
------------------ ----------
Total Other Income
and (Expense) (212,953) - (3,434,576)
------------------ ----------
LOSS BEFORE
INCOME TAXES (576,778) (65,269) (11,430,983)
PROVISION FOR
INCOME TAXS - - -
------------------ ----------
NET LOSS $(576,778) $ (65,269) $(11,430,983)
===================== =============
BASIC AND DILUTED
NET LOSS
PER COMMON SHARE $ (0.01) $ (0.00)
===================
BASIC AND DILUTED WEIGHTED
AVERAGE NUMBER OF
COMMON SHARES
OUTSTANDING 44,825,347 81,652,242
=======================
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) (Unaudited)
Additional Total
Preferred Common Paid-In Accum. Stockholders'
Shares Amount Shares Amount Capital Deficit Equity
Balance
Dec 31,
1991 - - - - -
Balance
Dec 31,
1992 - - - - -
Balance
Dec 31,
1993 - - - - -
Net loss
for the year (5,000) (5,000)
________________________________________________________________
Balance
Dec 31,
1994 - - - (5,000) (5,000)
Balance
Dec 31,
1995 - - - - -
Balance
Dec 31,
1996 - - - - -
Balance
Dec 31,
1997 - - - - -
Issued for
service
rendered 334 - 5,000 5,000
Net loss
for the year (33,441) (33,441)
________________________________________________________________
Balance
Dec 31,
1998 334 - 5,000 (38,441) (33,441)
Preferred
shares
for cash 300,000 3,000 3,000
Common
shares
for cash 2,969 3 673,048 673,051
Common
shares
for cash 13 - 47,500 47,500
Common
shares
for cash 117 - 23 23
Net loss
for the year (705,213) (705,213)
________________________________________________________________
Balance
Dec 31,
1999 300,000 3,000 3,433 3 725,571 (743,654) (15,080)
Common
shares
for cash 248 - 150,000 150,000
Common
shares for
debt
settlement 810 1 735,628 735,629
Common
shares
for services 104 - 115,000 115,000
Common
shares
for cash 1,460 2 629,998 630,000
Common
shares
subscribed 975 1 193 (194) -
Net loss
for the year (1,361,851)(1,361,851)
_________________________________________________________________
Balance
Dec 31,
2000 300,000 3,000 7,030 7 2,356,390 (2,105,699) 253,698
Common
shares
for cash 65,070 65 1,300,935 1,301,000
Common
shares
issued
through
preferred
shares
conversion(300,000)(3,000) 1,000 1 2,999 -
Common
shares
for services 47,269 47,269
Common
shares
issued in
acquisition 2,500 3 184,997 185,000
Net loss
for the year (1,980,176)(1,980,176)
_________________________________________________________________
Balance
Dec 31,
2001 - - 75,600 76 3,892,590 (4,085,875) (193,209)
Shares issued
for private
placement 4,341 4 235,996 236,000
Shares issued
for exercise
of options 2,500 2 249,998 250,000
Stock option
compensation 305,788 305,788
Net loss for
the year (1,587,454)(1,587,454)
_______________________________________________________________
Bal Dec31,2002 - - 82,441 82 4,684,372 (5,673,329)(1,000,883)
Shares issued
for private
placement 545 1 16,329 16,330
Shares issued
for services 1,000 1 31,999 32,000
Shares issued
for debt
settlement 36,464 36 728,631 728,667
Stock options
granted for
services 9,897 9,897
Stock options
granted for debt
settlement 421,417 421,417
Stock option
compensation 134,167 134,167
Net loss for
the year (1,294,174) (1,294,174)
______________________________________________________________
Bal Dec31,2003 - - 120,450 120 6,026,812(6,979,511) (952,579)
Shares issued
for debt
settlement 750 1 49,999 50,000
Shares issued
for professional
fees 4,100 4 816 820
Net loss for
the year (86,485) (86,485)
______________________________________________________________
Bal Dec31,2004 - - 125,300 125 6,078,027 (7,065,996) (987,844)
Stock option
exercised 38,307 39 (39) -
Shares issued
for debt
settlement 50,000 50 99,950 100,000
Net loss for
the year (12,197) (12,197)
_______________________________________________________________
Bal Dec31,2005 - - 213,607 214 6,177,938 (7,078,193) (900,041)
Net loss for
the year (7,428) (7,428)
_________________________________________________________________
Bal Dec31,2006 - - 213,607 214 6,177,938 (7,085,621) (907,469)
Shares issued
for debt
settlement,
at $0.001 to
$0.01 per share 10,285,000 10,285 146,715 - 157,000
Shares issued
for cash,
at $0.001
per share 150,000,000 150,000 150,000
Subscription
note receivable (150,000) (150,000)
Net loss for
the year (37,595) (37,595)
___________________________________________________________________
Bal Dec31,
2007 - - 160,498,607 10,499 6,324,653 (7,123,216)(788,064)
Shares issued
for cash at
$0.01 per share 500,000 500 4,500 - 5,000
Net loss for
the year (105,158)(105,158)
____________________________________________________________________
Bal Dec 31,
2008 - - 160,998,607 10,999 6,329,153 (7,228,374)(888,222)
Common stock
issued for
consulting
services at
$0.10 to $0.20
per share 2,800,000 2,800 297,200 - 300,000
Common stock
issued for
finder fees
at $0.10 to
$0.20 per share 580,000 580 173,420 - 174,000
Common stock
issued for
cash, at $0.25
per share 60,000 60 14,940 - 15,000
Conversion of
notes payable at
$0.01 to $0.08
per share 13,000,000 13,000 3,546,999 3,559,999
Value of
beneficial
conversion
feature of
notes payable 60,000 - 60,000
Cancellation of
common shares
related to sub-
scription receivable (133,000,000)(133,000) - - 133,000)
Stock subscription
receivable 133,000 133,000
Net loss for the
year ended
December 31, 2009 (3,625,831)(3,625,831)
_________________________________________________________________
Bal Dec 31,
2009 - - 44,438,607 44,439 10,421,712(10,854,205) (405,054)
Common stock
issued for consulting
services at $0.30 per
share (unaudited) 500,000 500 149,500 - 150,000
Value of beneficial
conversion feature
of notes payable
(Unaudited) - - 439,020 - 439,020
Net loss for the six
months ended June 30,
2010 (unaudited) (576,778) (576,778)
__________________________________________________________________
- $ - 44,938,607 $44,939 $11,010,232$(11,430,983)$(392,812)
==================================================================
The accompanying notes are an integral part of the financial statements.
FORMCAP CORP.
(Formerly: Gravitas International Inc.)
(an exploration stage company)
Statements of Cash Flows (Unaudited)
From Inception
For the on April 10,
Three Months Ended 1991 to
June 30, June 30,
2010 2009 2010
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss $ (576,778) $ (65,269) $ (11,430,983)
Adjustments to reconcile
net loss to net cash
used by operating
activities:
Amortization of
prepaid expenses - - 66,364
Amortization of
beneficial conversion
feature 177,579 - 182,675
Depreciation and
amortization - - 277,322
Common stock and
options issued
for services 150,000 - 923,977
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)
Prepaid expenses and
other current assets 57,898 - (52,531)
Prepaid royalties - - (99,980)
Accounts payable and
accrued liabilities 70,975 - (36,909)
Bank overdraft 4,337 - 4,337
Royalty and
license fees - 3,000 196,765
------- ------- ----------
Net Cash Used in
Operating Activities (120,326) 69,269 (4,565,338)
------- ------- ----------
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of
capital assets - - (104,880)
Acquisition deposits - - (431,000)
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 - - (1,228,096)
-------- ------- ----------
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from related
party payables 95,140 41,970 1,975,892
Repayment of related
party payables (11,656) - (641,451)
Proceeds from
notes payable 47,400 - 859,666
Proceeds from the
sale of
preferred stock - - 3,000
Proceeds from the sale of
common stock and
stock options - 20,000 3,608,242
------- ------- ---------
Net Cash Provided by
Financing Activities 130,884 61,970 5,805,349
------- ------- ---------
NET INCREASE
(DECREASE) IN CASH 10,558 (299) 11,915
CASH AT BEGINNING
OF PERIOD 1,357 356 -
------- -------- ---------
CASH AT END
OF PERIOD $ 11,915 $ 57 $ 11,915
------- -------- ---------
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
CASH PAID FRO:
Interest $ - $ - $ 12,650
Income taxes $ - $ - $ -
NON CASH FINANCING ACTIVITIES:
Common stock issued
for prepaid expenses $ - $ - $ 210,000
Conversion of related party
payables to
common stock $ - $ - $3,559,999
The accompanying notes are an integral part of these financial
statements.
FORMCAP CORP.
(Formerly: Gravitas International, Inc.)
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2010 & December 31, 2009
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 June
30, 2010 and 2009, 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 condensed financial statements be read
in conjunction with the financial statements and notes
thereto included in the Company's December 31, 2009 audited
financial statements. The results of operations for the periods
ended June 30, 2010 and 2009 are not necessarily indicative of
the operating results for the full year.
NOTE 2: 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 3: 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.
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
June 30, 2010 and 2009, respectively. Basic earnings per
share for the quarters ended June 30, 2010 and 2009 are as
follows:
For the Six Months Ended June 30,
------------------------------------
2010 2009
-------------------- -------------
Net loss applicable
to common Shareholders $ (576,778) $ (65,269)
Weighted average shares
Outstanding 44,825,347 81,652,242
Basic and diluted
earnings per share (0.01) (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 of either
the stock or services exchanged. Values of the stock are
based upon other sales and issuances of the Company's
common stock within the same general time period.
Cash and Cash Equivalents
Cash equivalents are comprised of certain highly liquid
investments with original maturities of three months or
less when purchased. The Company maintains its cash in
bank deposit accounts which at times may exceed federally
insured limits of $250,000. The Company has not
experienced any losses related to this concentration of
risk. Deposits did not exceed insured limits during the
six months ended June 30, 2010.
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.
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 period.
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 4 - 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 5 - 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 June 30, 2010 and December 31, 2009 the
Company owed $350,231 and $266,747 respectively. These
amounts bear no interest, are not collateralized, and
are due on demand.
NOTE 6 - 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
repayment 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.
On May 16, 2010 an addendum was signed to make the note
convertible into units at a price of $0.10 per unit instead.
Each unit is to consist of one common share and one share
purchase warrant with an exercise price of $0.15 and a
maturity of two years.
In accordance with ASC 470, the Company has analyzed the
beneficial nature of the conversion terms and determined
that a beneficial conversion feature (BCF) existed as of
June 30, 2010. The Company calculated the value of the
BCF using the intrinsic method as stipulated in ASC 470.
Based on the stock price on the day of commitment, the
discount as agreed to in the note, and the number of
convertible shares, and the value of the options included
in the units, the BCF was valued at $60,000.
However, the Company had already recognized $39,020 of
interest expense resulting in a carrying value of the note
on May 16, 2010 of $20,980. Therefore, $39,020 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 0.81% (based on the US
Treasury note yield), two year maturity, volatility of 467.59%
(based on the historical performance of the Company's stock),
and a strike price of $0.15.
In accordance with ASC 470, the Company is amortizing the
BCF over the one year term of the note. As of June 30,
2010 the Company has recognized $59,158 of interest expense
resulting in a carrying value of $25,234.
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 principal 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.
On May 16, 2010, an addendum was signed whereby the Company
paid the Lender an extension fee of $10,000.00 on signing
and a further $10,000 on the due date, October 15, 2010.
The loan conversion feature was also modified such that any
outstanding principal sum is convertible into units at $0.10
each (maximum 4,000,000 units), each unit consisting of one
fully paid common share and one purchase warrant exercisable
within two years at $0.15 per share.
In accordance with ASC 470, the Company has analyzed the
beneficial nature of the conversion terms and determined
that a beneficial conversion feature (BCF) existed as of
June 30, 2010. The Company calculated the value of the BCF
using the intrinsic method as stipulated in ASC 470. Based
on the stock price on the day of commitment, the discount as
agreed to in the note, and the number of convertible shares,
and the value of the options included in the units, the BCF
was valued at $400,000.
The Company used the Black-Scholes option pricing model to
value the options included in the convertible units. Included
in the assumptions of this calculation, the Company used a
risk-free rate of 0.81% (based on US Treasury note yield),
two year maturity, volatility of 467.59% (based on the
historical performance of the Company's stock), and a strike
price of $0.15.
In accordance with ASC 470, the Company is amortizing the BCF
over the one year term of the note. As of June 30, 2010 the
Company has recognized $118,421 of interest expense resulting
in a carrying value of $118,421.
NOTE 7 - COMMON STOCK
The Company has two classes of stock authorized as of June
30, 2010. The Company has 50,000,000 shares of preferred
stock authorized with no shares outstanding as of June 30,
2010 and December 31, 2009, respectively. The Company also
has 200,000,000 shares of Common Stock authorized with
44,938,607 and 44,438,607 shares issued and outstanding as
of June 30, 2010 and December 31, 2009 respectively.
During the quarter ended June 30, 2010 the Company did not
issue any new shares.
On February 11, 2010 the Company issued 500,000 shares of
its common stock to a consultant as inducement under
the terms of the Letter of Intent signed on February 5,
2010.
NOTE 8 - SUBSEQUENT EVENTS
On July 20, 2010, the Company issued 350,000 shares from
its common stock to the above lender, of which 250,000 shares
were to replace the collateral provided by a related party
and 100,000 were for extension of the repayment due date to
October 31, 2010.
In accordance with ASC 855-10 the Company management reviewed
all material events through the date of this report and there
are no additional subsequent events to report.
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 signed an option agreement
with Morgan Creek Energy Corp. to acquire up to a 50%
Working Interest (40.75% Net Revenue Interest) in Morgan
Creeks' approximately 13,000 acre entire Frio Draw Prospect
located in Curry County, New Mexico. Under the terms of the
agreement, FormCap was required to drill and complete two
mutually defined targets on the acreage to earn its
interest.
Following the initial two wells, Morgan Creeks' management
and land team would work with FormCap to establish
additional targets on the Frio draw based on technical data
and drill results. The two companies would then jointly fund
additional targets with the commitment to a minimum five
holes drill program in order to effectively test the Frio Draw.
On September 25, 2009, the Company received a letter from
Morgan Creek Energy Corp. terminating the Option Agreement
between FormCap Corp. and Morgan Creek Energy Corp. on the
Frio Draw Prospect in New Mexico.
On October 20, 2009, the company acquired 5,313 acres of
oil and gas leases, all with primary terms of five years
initiated in June 2009. The leases, known as the Weber City
Prospect, are located in Curry County, New Mexico, which
lies on the eastern most side of New Mexico bordering the
State of Texas. The Company acquired a 100% working
interest (80% Net Revenue Interest) from Atlas Larunas LLC
for $250,000. On February 5, 2010 the company signed a
Letter of Intent with a consultant whereby the latter is
granted the option to farm-in to the Weber City Prospect
Results of Operations for the six months ended June 30,
2010 and 2009.
The operating results and cash flows are presented for the
quarters ended June 30, 2010 and 2009 and for the period
of inception to June 30, 2010.
Revenues. There was no revenue for the quarters ended June
30, 2010 and 2009.
Operating Expenses. For the quarter ended June 30, 2010,
we had total operating expenses of $137,195 as compared to
$2,529 for the quarter ended June 30, 2009. The $303,000
increase was mainly incurred in the three following expense
classes.
Consultation Fees. For the quarter ended June 30, 2010, we
had consultation fees of $107,000 as compared to ($5,000)
for the quarter ended June 30, 2009, an increase of
$112,000. The increase was the result of the letter of
intent dated February 5, 2010 to engage a consultant for the
Weber City Prospect.
Financing expense. The financing expense of $10,000 was
the Q2 2010 portion of the $20,000 extension fee incurred
to extend the repayment date on a $400,000 loan, from April
15, to October 15, 2010. There was no such expense in 2009.
Interest expense. For the quarter ended June 30, 2010, we
incurred interest amounting to $168,000 as compared to nil
for the quarter ended June 30, 2009. The interest was
related to the two convertible notes signed in late 2009
and represented amortization of the beneficial conversion
feature and accrued interest at 12% per annum.
Net Loss. The net loss for the quarter ended June 30, 2010
was $305,633 as compared to $2,529 for the quarter ended
June 30, 2009.
Item 3. 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 4T. Controls and Procedures.
The Company's Chief Executive Officer and its Chief
Financial Officer are primarily responsible for the
accuracy of the financial information that is presented in
this quarterly Report. These officers have as of the close
of the period covered by this Quarterly Report, evaluated
the Company's disclosure controls and procedures (as
defined in Rules 13a-4c and 15d-14c promulgated under the
Securities Exchange Act of 1934 and determined that such
controls and procedures were not effective in ensuring that
material information relating to the Company was made known
to them during the period covered by this Quarterly Report.
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 first quarter of
our 2010 fiscal year that have materially affected, or are
reasonably likely to materially affect, our internal
control over financial reporting.
PART II
Item 1. 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 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 2. Unregistered Sales of Equity Securities and Use of
Proceeds.
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 $0.10 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.
On February 11, 2010, the Company issued 500,000 shares of
its Common Stock for consulting services valued at
$150,000.
Item 3. Defaults Upon Senior Securities.
Not Applicable.
Item 4. Submission of Matters to a Vote of Security
Holders.
Not Applicable.
Item 5. Other Information.
None
Item 6. 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 Accounting 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.
32.2 Certification of the Chief Accounting 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: November 9, 2010
FORMCAP CORP.
By: /S/ Terry Fields
Terry Fields
Chief Executive Officer
& Director
Exhibit 31.01
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT AND
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Terry R. Fields, Director and Chief Executive Officer of
FormCap Corp. 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. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-
15(f) and 15d-15(f)) for the registrant and have :
a. Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material
information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in
which this report is being prepared;
b. Designed such internal control over financial
reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for
external purpose in accordance with general accepted
accounting principles;
c. Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the
registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal
control over financial reporting.
5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's
auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent
functions):
a. All significant deficiencies and material weaknesses in
the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect
the registrant's ability to record, process, summarized and
report financial information; and
b. Any fraud, whether or not material, that involves
management or other employees who have a significant role
in the registrant's internal control over financial
reporting.
Dated : November 9, 2010 Signature:/s/Terry R. Fields
---------------------------
Terry R. Fields
Director and Chief Executive Officer
Exhibit 31.02
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT AND
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael Lee, Chief Accounting Officer of FormCap
Corp. 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. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-
15(f) and 15d-15(f)) for the registrant and have :
a. Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material
information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in
which this report is being prepared;
b. Designed such internal control over financial
reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for
external purpose in accordance with general accepted
accounting principles;
c. Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the
registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal
control over financial reporting.
5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's
auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent
functions ):
a. All significant deficiencies and material weaknesses in
the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect
the registrant's ability to record, process, summarized and
report financial information; and
b. Any fraud, whether or not material, that involves
management or other employees who have a significant role
in the registrant's internal control over financial
reporting.
Dated : November 9, 2010 Signature: /s/ Michael Lee
-------------------
Michael Lee
Chief Accounting Officer
EXHIBIT 32 .01
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of FormCap Corp.
(the "Company") on Form 10-Q for the period ended March 31,
2010 as filed with the Securities and Exchange Commission
on the date hereof (the "Report"):
I, Terry R. Fields, Chief Executive Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, that to the best of my knowledge:
(1) The Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
(2) The information contained in the Report fairly
presents, in all material respects, the financial
condition and result of operations of the Company.
/s/ Terry R. Fields
----------------------
Terry R. Fields
Chief Executive Officer
Nvember 9, 2010
EXHIBIT 32 .02
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of FormCap Corp.
(the "Company") on Form 10-Q for the period ended March 31,
2010 as filed with the Securities and Exchange Commission
on the date hereof (the "Report"),
I, Michael Lee, Chief Accounting Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, that to the best of my knowledge:
(1) The Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
(2) The information contained in the Report fairly
presents, in all material respects, the financial
condition and result of operations of the Company.
/s/ Michael Lee
----------------------
Michael Lee
Chief Accounting Officer
November 9, 2010