FORMCAP CORP. - FORM 10-K - April 16, 2013

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - FORMCAP CORP.	Financial_Report.xls
EX-31.2 - TIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002, FILED HEREWITH. - FORMCAP CORP.	frmc_ex312.htm
EX-32.2 - ATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002, FILED HEREWITH. - FORMCAP CORP.	frmc_ex322.htm
EX-32.1 - CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002, FILED HEREWITH. - FORMCAP CORP.	frmc_ex321.htm
EX-31.1 - CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002, FILED HEREWITH. - FORMCAP CORP.	frmc_ex311.htm

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, 2012.

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ___________

Commission File Number : 0-28847

FORMCAP CORP.

(formerly Gravitas International, Inc.)

(Exact name of registrant as specified in its charter)

Nevada		1006772219
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

50 West Liberty Street, Suite 880, Reno, NV 89501

(Address of principal executive offices, including zip code)

888-777-8777

(Registrant’s telephone number, including area code)

Title of Each Class		Name of Exchange on which Registered
Preferred Stock ($0.001 par value)		NASDAQ OTCBB
Common Stock ($0.001 par value)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a not-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of April 13, 2013 was $24,867 based upon the closing sales price of the Registrant’s Common Stock as reported on the Over-the-Counter Bulletin Board of $0.012

At April 16, 2012 the Company had outstanding 2,038,240 shares of Common Stock, of $0.001 par value per share.

TABLE OF CONTENTS


PART I

Item 1.	Business	3
Item 1A.	Risk Factors	4
Item 1B.	Unresolved Staff Comments	5
Item 3.	Legal Proceedings	5
Item 4.	Submission of Matters to a Vote of Security Holders	5

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
Item 6.	Selected Financial Data.	7
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	7
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk.	9
Item 8.	Financial Statements and Supplementary Data	10
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	10
Item 9A (T).	Controls and Procedures.	10
Item 9B.	Other Information.	10

PART III

Item 10.	Directors, Executive Officers, Promoters, Control Persons and Corporate Governance.	11
Item 11.	Executive Compensation	11
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	11
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	12
Item 14.	Principal Accountant Fees and Services.	12

PART IV

Item 15.	Exhibits and Financial Statement Schedules	13

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 operations 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, 2012, the Company had not yet achieved profitable operations, has accumulated losses of $11,969,661 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 5,313 acres of oil and gas leases (“leases”), all with primary terms of five years initiated in June 2009. The leases, known as the Weber City Prospect, are located in Curry County, New Mexico, which lies on the eastern most side of New Mexico bordering the State of Texas. The Company had acquired a 100% working interest (80% Net Revenue Interest) from Atlas Larunas LLC for $250,000. On February 5, 2010 the Company signed a Letter of Intent with Norman J. Mackenzie whereby the latter is granted the option to farm-in to the Weber City Prospect.

On February 15, 2011, the Company assigned all its rights in the leases to Rich Investments Ltd. (“Rich”) and Leare Developments Ltd. (“Leare”), under the terms of a loans settlement agreement whereby Rich and Leare accepted the assignment of the leases in full and final satisfaction of the outstanding indebtedness of the Company to each of Rich and Leare.

Plan of Operation and joint venture agreements

We currently have minimal cash reserves and a significant working capital deficit. Accordingly, our ability to pursue our plan of operations is contingent on our being able to obtain funding for the development of our projects.

On July 8, 2009, the Company signed an option agreement with Morgan Creek Energy Corp. to acquire up to a 50% Working Interest (40.75% Net Revenue Interest) in Morgan Creeks’ approximately 13,000 acre entire Frio Draw Prospect located in Curry County, New Mexico. Under the terms of the agreement, FormCap was required to drill and complete two mutually defined targets on the acreage to earn its interest.

Following the drilling of 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 drill program comprised of a minimum of five holes 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.

Item 1A. Risk Factors

AN INVESTMENT IN THE COMPANY IS HIGHLY SPECULATIVE IN NATURE AND INVOLVES AN EXTREMELY HIGH DEGREE OF RISK.

There may be conflicts of interest between our management and our non-management stockholders.

Conflicts of interest create the risk that management may have an incentive to act adversely to the interests of other investors. A conflict of interest may arise between our management’s own pecuniary interest and may at some point compromise its fiduciary duty to our stockholders. In addition, our officers and directors are currently involved with other blank check companies and conflicts in the pursuit of business combinations with such other blank check companies with which they and other members of our management are, and may in the future be affiliated with, may arise. If we and the other blank check companies that our officers and directors are affiliated with desire to take advantage of the same opportunity, then those officers and directors that are affiliated with both companies would abstain from voting upon the opportunity. In the 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.

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 $53,839.64 together with interest at the rate of 18% per annum thereon from and after October 1, 2007. On June 9, 2009, the Company’s related parties who took over the debt of the company as per the agreement dated November 7, 2006, have made a settlement with the “Plaintiffs” and have agreed to file a discontinuance of claims made against FormCap. On March 23, 2010, the company received document regarding notice of discontinuance of proceeding in the Supreme Court of British Columbia.

Item 4. Submission of Matters to a Vote of Security Holders

On October 1, 2012 the Company effected a reverse stock split in the ratio of 50 old shares for one new share. The consent resolution approving the Reverse Split was signed by 5 shareholders representing more than 50% of the issued and outstanding Common Stock of the Company. As the consent resolution satisfied the requirements of the Nevada Revised Statutes the Company did not solicit the proxies or consent of the remaining shareholders.

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”.

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.

2012	High	Low
1st Quarter	0.1193	0.003
2nd Quarter	0.18	0.003
3rd Quarter	0.05	0.003
4th Quarter	0.4985	0.004

2011	High	Low
1st Quarter	0.0275	0.01
2nd Quarter	0.027	0.005
3rd Quarter	0.012	0.0025
4th Quarter	0.0099	0.0015

As of December 31, 2012, there were 2,038,240 common shares issued and have approximately 98 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 RESTRICTED SECURITIES

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

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

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

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

The Company did not issue any additional shares during the year ended December 31, 2012

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. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Overview

The Company does not currently engage in any business activities that provide cash flow. The Company is currently in the development 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.

Going Concern

We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Results of Operations for the Fiscal Years Ended December 31, 2012 and 2011

The audited operating results and cash flows are presented for the years ended December 31, 2012 and 2011 and for the period since inception to December 31, 2012.

We did not earn any revenues for the years ended December 31, 2012 and 2011.

Net Loss: For the year ended December 31, 2012 we had a net loss of $109,440 as compared with a net profit of $91,569 for the year ended December 31, 2011.

Operating Expenses. For the year ended December 31, 2012, we had total operating expenses of $109,397 as compared to $181,486 for the year ended December 31, 2011. The reduction is due to a decrease of $68,266 in consulting services and a decrease in General and administrative expenses of $3,823.

Consulting Fees. For the year ended December 31, 2012, we had consulting fees of $64,167 as compared to $123,174 for the previous year. The decrease was attributable to the cancelation of a contract for consulting services during the year.

General and administrative expenses: For the year ended December 31, 2012 we had general and administrative expenses of $45,230, a decrease of $3,823 as compared with $49,053 for the year ended December 31, 2011. Filing, Transfer agents’ expenses, and investor and public relations expenses increased by $4,522 from $3,928 for the year ended December 31, 2011 to $8,450 for the year ended December 31, 2012 as a result of additional expenditure incurred in connection with the reverse stock split. Accounting expenses for the year ended December 31, 2012 amounted to $26,582, a decrease of $3,418 as compared with $30,000 incurred during the year ended December 31, 2011. The decrease in expenditure in this category resulted from the termination of a services contract. Legal expenses for the year ended December 31, 2012 amounted to $3,273, a decrease of $3,238 as compared with $6,511 incurred during the year ended December 31, 2011. The decrease resulted from reduced corporate activity during the year ended December 31, 2012 as compared with the year ended December 31, 2011. Office Expenses for the year ended December 31, 2012 amounted to $6,779, as compared with $8,066 for the year ended December 31, 2011, a decrease of $1,287. The decrease resulted from cost control implemented by management. Losses on foreign exchange transactions amounted to $146 in the year ended December 31, 2012, as compared with a loss of $548 in the year ended December 31, 2011. These losses arose as a result of fluctuations in the exchange rates between the US Dollar and foreign currencies.

Loss on impairment of assets: We did not incur a Loss on impairment of assets during the years ended December 31, 2012 and 2011, respectively

Financing expenses: We did not incur Financing expenses during the years ended December 31, 2012 and 2011, respectively

Interest Expense. The Company incurred $43 in interest expense in 2012, as compared with $13,800 in interest expense in 2011. The reduction resulted from extinguishment of the Notes payable in 2010. The Company bore a full year of interest charges and amortization of the discounts on the notes payable in 2010; whereas in 2011, only approximately one month’s worth of interest was borne, with no amortization of the discounts on the notes.

Gain on forgiveness of debt. We did not enjoy a gain from the settlement of debt during the year ended December 31, 2012. In 2011, the company experienced a gain on forgiveness of debt associated with the Leare property in the amount of $286,855.

Loss on settlement of debt: We did not incur a Loss on settlement of debt during the years ended December 31, 2012 and 2011, respectively

Liquidity and Capital Resources: During the year ended December 31, 2012 our operating activities consumed cash in the amount of $11,873, a decrease of $42,399 as compared to cash consumed by operations of $54,272 during the year ended December 31, 2011. We did not use any cash for investing activities during the years ended December 31, 2012 and 2011, respectively. During the year ended December 31, 2012, we obtained financing in the amounts of $6,417 and $5,000 in proceeds form related party payables and proceeds from notes payable, respectively, as compared with $8,550 and $47,059 respectively, during the year ended December 31, 2011. During the year ended December 31, 2012 we did not have any repayments of related party payables, as compared with repayments of related party payables in the amount of $999 during the year ended December 31, 2011.

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

See Item 15

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, 2012, 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, 2012. 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, 2012, our internal control over financial reporting is not effective.

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of our 2012 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
Graham Douglas		President, Secretary, Treasurer and Director

Notes:

On August 24, 2007, Jeffrey Dashefsky was appointed as the President, CEO and Director of the company. Mr. Dashefsky resigned as the President, Secretary, Treasurer and Director of the company on April 29, 2009.

On April 29, 2009, Graham Douglas was appointed as President, Secretary, Treasurer and Director of the company.

On May 18, 2010, Graham Douglas resigned the positions of President, Treasurer, Secretary and Director and Terry R. Fields was appointed to the above positions.

On January 28, 2011, Terry R. Fields resigned the positions of President, Treasurer, Secretary and Director and Graham Douglas was re-appointed to the same positions.

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, 2012, 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, 2012, there were 2,038,240 shares of common stock outstanding.

Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percentage of Class
Common Stock	Presidents Financial Corporation 430-5190 Neil Rd Reno, Nevada 89501		500,000		24.53	%

Common Stock	Presidents Financial Corporation 430-5190 Neil Rd Reno, Nevada 89501		500,000		24.53	%

Common Stock	Norman Mackenzie 444 5th Ave SW, Suite 700 Calgary, Alberta T2P-2T8		230,000		11.28	%

Common Stock	Graham Douglas Condo 6 – 118 Calle Hortencia Col Amapas, Puerto Vallarta, 48380 Mexico		202,000		9.91	%

Common Stock	Maxxam Holdings Ltd Graham Douglas Address same as above		17,778		0.87	%

Item 13. Certain Relationships and Related Transactions, and Director Independence.

None

Item 14. Principal Accountant Fees and Services.

Audit Fees. Audit fees for the audits of our Annual Reports on Forms 10-K for the years ended December 31, 2012 and 2011 were $6,000 and $6,000 respectively.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) Index to the Financial Statements

FORMCAP CORP.

(A Development Stage Company)

AND

FINANCIAL STATEMENTS

December 31, 2012 and 2011

Contents

Audit Report Of Independent Accountants		F-1
Balance Sheets – December 31, 2012 And 2011		F-2
Statements Of Operations For The Years Ended December 31, 2012 And 2011 And For The Period Since April 10, 1991 (Inception) To December 31, 2011		F-3
Statements Of Stockholder’s Deficit For The Years Ended December 31, 2012 And 2011 And For The Period Since April 10, 1991 (Inception) To December 31, 2012	F-4 to F-12
Statements Of Cash Flows For The Years Ended December 31, 2012 And 2011 And For The Period Since April 10, 1991 (Inception) To December 31, 2012	F-13 to F-14
Notes To Financial Statements December 31, 2012 And 2011		F-15

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

FormCap Corp.

We have audited the accompanying balance sheets of FormCap Corp. (“the Company”) as of December 31, 2012 and 2011 and the related statements of operations, stockholders’ deficit and cash flows for the years 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 audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly, in all material respects, the financial position of FormCap Corp. as of December 31, 2012 and 2011, and the results of their operations and cash flows for the years then ended, 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 revenue sufficient to cover its operating costs which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Sadler, Gibb & Associates, LLC

Salt Lake City, UT

April 15, 2013

F-1

FORMCAP CORP.

(A Development Stage Company)

Balance Sheets – December 31, 2012 and 2011

ASSETS

	December 31, 2012			December 31, 2011

CURRENT ASSETS
Cash	$	48		$	504
Prepaid expenses		-			64,167

Total Current Assets		48			64,671

OIL AND GAS LEASE RIGHTS		-			-

TOTAL ASSETS	$	48		$	64,671


LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

Accounts payable and accrued liabilities	$	34,837		$	37,345
Related party payables		398,107			371,540
Notes payable		78,653			70,084
Notes payable – related parties		161,500			149,311
Convertible notes payable, net of discount		-			-
Royalty and license fee payable		135,000			135,000

Total Current Liabilities		808,097			763,280

TOTAL LIABILITIES		808,097			763,280

STOCKHOLDERS' DEFICIT

Preferred stock, 50,000,000 shares authorized
at par value of $0.001, no shares
issued and outstanding		-			-
Common stock, 200,000,000 shares authorized at par
value of $0.001; 2,038,240 and 2,015,773 shares
issued and outstanding, respectively		2,038			2,016
Stock subscription receivable		(17,000	)		(17,000	)
Additional paid-in capital		11,176,574			11,176,596
Deficit accumulated during the development stage		(11,969,661	)		(11,860,221	)

Total Stockholders' Deficit		(808,049	)		(698,609	)

TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT	$	48		$	64,671

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

F-2

FORMCAP CORP.

(A Development Stage Company)

Statements of Operations for the years ended December 31, 2012 and 2011 and for the period since April 10, 1991 (Inception) to December 31, 2012

	For the Year ended December 31,						From Inception on April 10, 1991 to December 31,
	2012			2011			2012

REVENUES	$	-		$	-		$	321,889
COST OF SALES		-			-			352,683

GROSS MARGIN		-			-			(30,794	)

OPERATING EXPENSES

Consulting fees		64,167			132,433			1,042,867
Loss on impairment of assets		-			-			1,146,206
Financing expenses		-			-			778,946
General and administrative expenses		45,230			49,053			5,564,172

Total Operating Expenses		109,397			181,486			8,532,191

LOSS FROM OPERATIONS		(109,397	)		(181,486	)		(8,562,985	)

OTHER INCOME AND (EXPENSE)

Interest expense		(43	)		(13,800	)		(864,220	)
Gain on forgiveness of debt		-			286,855			286,855
Loss on settlement of debt		-			-			(2,829,311	)

Total Other Income and (Expense)		(43	)		273,055			(3,406,676	)

INCOME (LOSS) BEFORE INCOME TAXES		(109,440	)		91,569			(11,969,661	)
PROVISION FOR INCOME TAXES		-			-			-

NET INCOME (LOSS)	$	(109,440	)	$	91,569		$	(11,969,661	)
BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE	$	(0.05	)	$	0.09
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		2,038,240						1,020,156

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

F-3

FORMCAP CORP.

(A Development Stage Company)

Statements of Stockholder’s Deficit for the years ended December 31, 2012 and 2011 and for the period since April 10, 1991 (Inception) to December 31, 2012

	Preferred Stock				Common Stock				Stock Subscription Receivable		Additional Paid-In Capital		Deficit Accumulated During the Development Stage			Total Stockholder (Deficit)
	Shares		$		Shares		$		$		$		$			$

Inception, April 10, 1991		-		-		-		-		-		-		-			-

Balance, December 31, 1991		-		-		-		-		-		-		-			-

Balance, December 31, 1992		-		-		-		-		-		-		-			-

Balance, December 31, 1993		-		-		-		-		-		-		-			-

Net loss for the year ended December 31, 1994		-		-		-		-		-		-		(5,000	)		(5,000	)

Balance, December 31, 1994		-		-		-		-		-		-		(5,000	)		(5,000	)

Balance, December 31, 1995		-		-		-		-		-		-		(5,000	)		(5,000	)

Balance, December 31, 1996		-		-		-		-		-		-		(5,000	)		(5,000	)

Balance, December 31, 1997		-		-		-		-		-		-		(5,000	)		(5,000	)

Common stock issued for services		-		-		7		-		-		5,000		-			5,000

Net loss for the year ended December 31, 1998		-		-		-		-		-		-		(33,441	)		(33,441	)

Balance, December 31, 1998		-		-		7		-		-		5,000		(38,441	)		(33,441	)

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

F-4

FORMCAP CORP.

(A Development Stage Company)

Statements of Stockholder’s Deficit for the years ended December 31, 2012 and 2011 and for the period since April 10, 1991 (Inception) to December 31, 2012 (CONTINUED)

	Preferred Stock				Common stock				Stock Subscription Receivable		Additional Paid-In Capital		Deficit Accumulated During the Development Stage			Total Stockholder (Deficit)
	Shares		$		Shares		$		$		$		$			$

Balance, December 31, 1998		-		-		7		-		-		5,000		(38,441	)		(33,441	)

Preferred stock issued for cash at $0.01 per share		300,000		300		-		-		-		2,700		-			3,000

Common stock issued for cash		-		-		62		-		-		720,574		-			720,574

Net loss for the year ended December 31, 1999		-		-		-		-		-		-		(705,213	)		(705,213	)

Balance, December 31, 1999		300,000		300		69		-		-		728,274		(743,654	)		(15,080	)

Common stock issued for cash		-		-		54		-		-		780,194		-			780,194

Common stock issued for debt settlement		-		-		16		-		-		735,629		-			735,629

Common stock issued for services		-		-		2		-		-		115,000		-			115,000

Common shares subscribed		-		-		-		-		-		-		-			-

Net loss for the year ended December 31, 2000		-		-		-		-		-		-		(1,362,045	)		(1,362,045	)

Balance, December 31, 2000		300,000		300		141		-		-		2,359,097		(2,105,699	)		253,698

The accompanying notes are an integral part of these financial statements

F-5

FORMCAP CORP.

(A Development Stage Company)

Statements of Stockholder’s Deficit for the years ended December 31, 2012 and 2011 and for the period since April 10, 1991 (Inception) to December 31, 2012 (CONTINUED)

	Preferred Stock						Common Stock				Stock Subscription Receivable		Additional Paid-In Capital		Deficit Accumulated During the Development Stage			Total Stockholder (Deficit)
	Shares			$			Shares		$		$		$		$			$

Balance, December 31, 2000		300,000			300			141		-		-		2,359,097		(2,105,699	)		253,698

Common stock issued for cash		-			-			1,301		1		-		1,300,999		-			1,301,000

Common shares issued through preferred stock conversion		(300,000	)		(300	)		20		-		-		300		-			-

Common stock issued for services		-			-			-		-		-		47,269		-			47,269

Common stock issued in acquisition		-			-			50		-		-		185,000		-			185,000

Net loss for the year ended December 31, 2001		-			-			-		-		-		-		(1,980,176	)		(1,980,176	)

Balance, December 31, 2001		-			-			1,512		1		-		3,892,665		(4,085,875	)		(193,209	)

Shares issued for private placement		-			-			87		-		-		236,000		-			236,000

Shares issued for exercise of options		-			-			50		-		-		245,000		-			250,000

Stock option compensation		-			-			-		-		-		305,788		-			305,788

Net loss for the year ended December 31, 2002		-			-			-		-		-		-		(1,599,462	)		(1,599,462	)

Balance, December 31, 2002		-			-			1,649		1		-		4,684,453		(5,685,337	)		(1,000,883	)

The accompanying notes are an integral part of these financial statements

F-6

FORMCAP CORP.

(A Development Stage Company)

Statements of Stockholder’s Deficit for the years ended December 31, 2012 and 2011 and for the period since April 10, 1991 (Inception) to December 31, 2012 (CONTINUED)

	Preferred				Common				Stock Subscription Receivable		Additional Paid-In Capital		Deficit Accumulated During the Development Stage			Total Stockholder (Deficit)
	Shares		$		Shares		$		$		$		$			$

Balance, December 31, 2002		-		-		1,649		1		-		4,684,453		(5,685,337	)		(1,000,883	)

Shares issued for private placement		-		-		11		-		-		16,330		-			16,330

Shares issued for services		-		-		20		-		-		32,000		-			32,000

Shares issued for debt settlement		-		-		729		1		-		728,666		-			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 ended December 31, 2003		-		-		-		-		-		-		(1,294,174	)		(1,294,174	)

Balance, December 31, 2003		-		-		2,409		2		-		6,026,930		(6,979,511	)		(952,579	)

Shares issued for debt settlement		-		-		15		-		-		50,000		-			50,000

Shares issued for professional fees		-		-		82		-		-		1,220		-			1,220

Net loss for the year ended December 31, 2004		-		-		-		-		-		-		(86,485	)		(86,485	)

Balance, December 31, 2004		-		-		2,507		2		-		6,078,150		(7,065,996	)		(987,844	)

The accompanying notes are an integral part of these financial statements

F-7

FORMCAP CORP.

(A Development Stage Company)

Statements of Stockholder’s Deficit for the years ended December 31, 2012 and 2011 and for the period since April 10, 1991 (Inception) to December 31, 2012 (CONTINUED)

	Preferred				Common				Stock Subscription Receivable			Additional Paid-In Capital			Deficit Accumulated During the Development Stage			Total Stockholder (Deficit)
	Shares		$		Shares		$		$			$			$			$

Balance, December 31, 2004		-		-		2,507		2		-			6,078,150			(7,065,996	)		(987,844	)

Stock options exercised		-		-		766		1		-			(1	)		-			-

Shares issued for debt settlement		-		-		1,000		1		-			99,999			-			100,000

Net loss for the year ended December 31, 2005		-		-		-		-		-			-			(12,197	)		(12,197	)

Balance, December 31, 2005		-		-		4,273		4		-			6,178,148			(7,078,193	)		(900,041	)

Net loss for the year ended December 31, 2006		-		-		-		-		-			-			(7,428	)		(7,428	)

Balance, December 31, 2006		-		-		4,273		4		-			6,178,148			(7,085,621	)		(907,469	)

Shares issued for debt settlement at $0.001 to $0.01 per share		-		-		205,700		206		-			156,794			-			157,000

Shares issued for cash at $0.001 per share		-		-		3,000,000		3,000		(150,000	)		147,000			-			-

Net loss for the year ended December 31, 2007		-		-		-		-		-			-			(37,595	)		(37,595	)

Balance, December 31, 2007		-		-		3,209,973		3,210		(150,000	)		6,481,942			(7,123,216	)		(788,064	)

The accompanying notes are an integral part of these financial statements

F-8

FORMCAP CORP.

(A Development Stage Company)

Statements of Stockholder’s Deficit for the years ended December 31, 2012 and 2011 and for the period since April 10, 1991 (Inception) to December 31, 2012 (CONTINUED)

	Preferred				Common				Stock Subscription Receivable			Additional Paid-In Capital		Deficit Accumulated During the Development Stage			Total Stockholder (Deficit)
	Shares		$		Shares		$		$			$		$			$

Balance, December 31, 2007		-				3,209,973		3,210		(150,000	)		6,481,942		(7,123,216	)		(788,064	)

Shares issued for cash at $0.01 per share		-				10,000		10		-			4,990		-			5,000

Net loss for the year ended December 31, 2008		-				-		-		-			-		(105,158	)		(105,158	)

Balance, December 31, 2008		-		-		3,219,973		3,220		(150,000	)		6,486,932		(7,228,374	)		(888,222	)

The accompanying notes are an integral part of these financial statements

F-9

FORMCAP CORP.

(A Development Stage Company)

Statements of Stockholder’s Deficit for the years ended December 31, 2012 and 2011 and for the period since April 10, 1991 (Inception) to December 31, 2012 (CONTINUED)

	Preferred				Common						Stock Subscription Receivable			Additional Paid-In Capital			Deficit Accumulated During the Development Stage			Total Stockholder (Deficit)
	Shares		$		Shares			$			$			$			$			$

Balance, December 31, 2008		-		-		3,219,973			3,220			(150,000	)		6,486,932			(7,228,374	)		(888,222	)

Common stock issued for consulting services at $0.10 to $0.20 per share		-		-		56,000			56			-			299,944			-			300,000

Common stock issued for finder fees at $0.10 to $0.20 per share		-		-		11,600			12			-			173,988			-			174,000

Common stock issued for cash at $0.25 per share		-		-		1,200			1			-			14,999			-			15,000

Conversion of notes payable at $0.01 to $0.08 per share		-		-		260,000			260			-			3,559,739			-			3,559,999

Value of beneficial conversion feature of notes payable		-		-		-			-			-			60,000			-			60,000

Cancellation of common shares related to subscription receivable		-		-		(2,660,000	)		(2,660	)		133,000			(130,340	)		-			-

Net loss for the year ended December 31, 2009		-		-		-			-			-			-			(3,625,831	)		(3,625,831	)

Balance, December 31, 2009		-		-		888,772			8,899			(17,000	)		10,465,262			(10,854,205	)		(405,054	)

The accompanying notes are an integral part of these financial statements

F-10

FORMCAP CORP.

(A Development Stage Company)

Statements of Stockholder’s Deficit for the years ended December 31, 2012 and 2011 and for the period since April 10, 1991 (Inception) to December 31, 2012 (CONTINUED)

	Preferred				Common				Stock Subscription Receivable			Additional Paid-In Capital		Deficit Accumulated During the Development Stage			Total Stockholder (Deficit)
	Shares		$		Shares		$		$			$		$			$

Balance, December 31, 2009		-		-		888,772		889		(17,000	)		10,465,262		(10,854,205	)		(405,054	)

Common stock issued for services		-		-		20,000		20		-			169,980		-			170,000

Common stock issued as collateral on Leare Dev. Loan				-		5,000		5		-			12,495		-			12,500

Common stock issued on extension of Leare Development Loan				-		2,000		2		-			4,998		-			5,000

Value of beneficial conversion feature of notes payable		-		-		-		-		-			319,961		-			319,961

Net loss for the twelve months ended December 31, 2010															(1,097,585	)		(1,097,585	)

Balance, December 31, 2010		-		-		915,773		916		(17,000	)		10,972,696		(11,951,790	)		(995,178	)

Common stock issued for services at $0.004 per share						400,000		400		-			69,600		-			70,000

Common stock issued for settlement of debt at $0.004 per share						700,000		700		-			134,300		-			135,000

Net Income for the year ended December 31, 2011		-		-		-		-		-			-		91,569			91,569

Balance, December 31, 2011		-		-		2,015,773		2,016		(17,000	)		11,176,596		(11,860,221	)		(689,609	)

The accompanying notes are an integral part of these financial statements

F-11

FORMCAP CORP.

(A Development Stage Company)

Statements of Stockholder’s Deficit for the years ended December 31, 2012 and 2011 and for the period since April 10, 1991 (Inception) to December 31, 2012 (CONTINUED)

	Preferred				Common					Stock Subscription Receivable			Additional Paid-In Capital			Deficit Accumulated During the Development Stage			Total Stockholder (Deficit)
	Shares		$			Shares		$		$			$			$			$

Balance, December 31, 2011		-		-			2,015,773		2,016		(17,000	)		11,176,596			(11,860,221	)		(689,609	)

Rounding shares issued to shareholders							22,467		22		-			(22	)		-			-

Net loss for the twelve months ended December 31, 2012		-		-			-		-		-			-			(109,440	)		(109,440	)

Balance, December 31, 2012		-		-			2,038,240		2,038		(17,000	)		11,176,574			(11,969,661	)		(808,049	)

The accompanying notes are an integral part of these financial statements

F-12

FORMCAP CORP.

(A Development Stage Company)

Statements of Cash Flows for the years ended December 31, 2012 and 2011 and for the period since April 10, 1991 (Inception) to December 31, 2012

	For the Year Ended December 31,						From Inception on April 10,1991 to December 31,
	2012			2011			2012
CASH FLOWS FROM OPERATING ACTIVITIES

Net (Loss) Income	$	(109,440	)	$	91,569		$	(11,969,661	)
Adjustments to reconcile net loss to net cash used by operating activities:
Amortization of prepaid expenses		64,167			85,833			324,262
Amortization of beneficial conversion feature		-			-			379,961
Expenses paid on behalf of the Company		3,569						3,569
Expenses paid by related parties		32,339			86,794			119,133
Depreciation and amortization		-			-			277,322
Gain on settlement of debt and extinguishing of oil and gas leases		-			(286,855	)		(286,855	)
Common stock and options issued for services		-			-			943,977
Common stock and options issued for collateral and extension of debt		-			-			17,500
Loss on impairment of assets		-			-			1,174,833
Loss on settlement of debt		-			-			4,154,908
Interest expense in connection with induced conversion		-			-			262,032
Foreign currency exchange		-			-			(120,814	)
Changes to operating assets and liabilities:
Accounts receivable		-			-			3,203
Inventories		-			-			(66,200	)
Prepaid expenses and other current assets		-			(30,000	)		(140,429	)
Prepaid royalties		-			-			(99,980	)
Accounts payable and accrued liabilities		(2,508	)		(1,613	)		98,292
Bank overdraft		-			-			-
Royalty and license fees		-			-			196,765


Net Cash Used in Operating Activities		(11,873	)		(54,272	)		(4,728,182	)

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

F-13

FORMCAP CORP.

(A Development Stage Company)

Statements of Cash Flows for the years ended December 31, 2012 and 2011 and for the period since April 10, 1991 (Inception) to December 31, 2012 (CONTINUED)

	For the Year Ended December 31,						From Inception on April 10,1991 to December 31,
	2012			2011			2012

Net Cash Used in Operating Activities		(11,873	)		(54,272	)		(4,728,182	)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of capital assets		-			-			(104,880	)
Acquisition deposits		-			-			(431,000	)
Extinguishment of oil and gas leases		-			-			-
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		6,417			8,550			2,050,177
Repayments of related party payables		-			(999	)		(637,012	)
Proceeds from notes payable		5,000			47,059			931,919
Repayment of notes payable		-			-			-
Proceeds from the sale of preferred stock		-			-			3,000
Proceeds from the sale of common stock and stock options		-			-			3,608,242

Net Cash Provided by Financing Activities		11,417			54,610			5,956,326

NET INCREASE (DECREASE) IN CASH		(456	)		338			48
CASH AT BEGINNING OF PERIOD		504			166			-

CASH AT END OF PERIOD	$	48		$	504		$	48

SUPPLEMENTAL DISCLOSURES OFCASH FLOW INFORMATION

CASH PAID FOR:
Interest	$	-		$	-		$	12,650

NON CASH FINANCING ACTIVITIES:
Common stock issued for rounding shares	$	22		$	-		$	22
Common stock issued for prepaid expenses	$	-		$	70,000		$	280,000
Conversion of related party payables to common stock	$	-		$	-		$	3,559,999

The accompanying notes are an integral part of these financial statements

F-14

FORMCAP CORP.

(A Development Stage Company)

Notes to the Financial Statements December 31, 2012 and 2011

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 became a foreign registrant in the State of Nevada on December 24, 1998, and became qualified to transact business in the State of Nevada.

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, 2011 as well as the inception column of the financial statements have been reclassified to conform to the presentation in the December 31, 2012 financial statements.

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reportable amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Development Stage Company

The Company is considered to be in the development stage as defined in Accounting Standards Codification (ASC) 915 “Development Stage Entities.” The Company is devoting substantially all of its efforts to development of business plans.

Basic Earnings (Loss) Per Share

Basic earnings (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There were no dilutive or potentially dilutive instruments outstanding as of December 31, 2012 and 2011.

F-15

FORMCAP CORP.

(A Development Stage Company)

Notes to the Financial Statements December 31, 2012 and 2011

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Stock Issued in Exchange for Services

The valuation of common stock issued in exchange for services is valued at an estimated fair market value as determined by the most readily determinable value of either the stock or services exchanged. Values of the stock are based upon other sales and issuances of the Company’s common stock within the same general time period.

Cash and Cash Equivalents

Cash equivalents are comprised of certain highly liquid investments with original maturities of three months or less when purchased. The Company maintains its cash in bank deposit accounts which at times may exceed federally insured limits of $250,000. The Company has not experienced any losses related to this concentration of risk. Deposits did not exceed insured limits during the years ended December 31, 2012 and 2011.

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.

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

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company's present or future financial statements.

F-16

FORMCAP CORP.

(A Development Stage Company)

Notes to the Financial Statements December 31, 2012 and 2011

NOTE 3 – GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 – RELATED PARTY PAYABLES

The Company from time to time has borrowed funds from or has received services from several related parties for operating purposes.

During the year ended December 31, 2011, the Company borrowed cash from these related parties in the amount of $8,550, had expenses paid on behalf of the Company by the related parties in the amount of $86,794, and repaid cash in the amount of $1,000 to the related parties against amounts owed. During 2011 the Company also settled debts owed to related parties in the amount of $25,000 in exchange for 25,000,000 common shares with a par value of $0.001. As of December 31, 2011 the Company owed related parties $520,851.

During 2012 the Company borrowed cash in the amount of $6,417 and had expenses paid on behalf of the Company by related parties in the amount of $32,339. As of December 31, 2012 the Company owed related parties $559,607. These amounts bear no interest, are not collateralized, and are due on demand.

NOTE 5 – NOTES PAYABLE

On August 28, 2009, the Company signed a promissory note for $60,000. The note bears interest at 12% per annum and is due along with the principle balance on October 30, 2009. The loan is subject to minimum interest of $1,200 if prepayment is made. The note is secured by 250,000 shares of the Company’s common stock held by a related party. In connection with the loan, the Company agreed to a $5,000 loan processing fee to be paid in cash or 20,000 shares of the Company’s Common Stock.

On October 29, 2009 the due date of the loan was extended to August 31, 2010. In exchange for the extension, the Company agreed to amend the note and make it convertible into units at a price of $0.25 per unit. Each unit is to consist of one common share and one share purchase warrant with an exercise price of $0.35 and a maturity of two years.

In accordance with ASC 470, the Company has analyzed the beneficial nature of the conversion terms and determined that a beneficial conversion feature (“BCF”) existed as of October 29, 2009. The Company calculated the value of the BCF using the intrinsic method as stipulated in ASC 470. Based on the stock price on the day of commitment, the discount as agreed to in the note, and the number of convertible shares, and the value of the options included in the units, the BCF was valued at $42,000.

F-17

FORMCAP CORP.

(A Development Stage Company)

Notes to the Financial Statements December 31, 2012 and 2011

NOTE 5 – NOTES PAYABLE (CONTINUED)

The Company used the Black-Scholes option pricing model to value the options included in the convertible units. Included in the assumptions of this calculation, the Company used a risk-free rate of 0.98% (based on the US Treasury note yield), two year maturity, volatility of 870.84% (based the daily historical performance of the Company’s stock over two years from the commitment date), and a strike price of $0.35.

In accordance with ASC 470, the Company is amortizing the BCF over the one year term of the note. However, on May 16, 2010 an addendum was signed to make the note convertible into units at a price of $0.10 per unit. Each unit is to consist of one common share and one share purchase warrant with an exercise price of $0.15 and a maturity of two years. As of May 16, 2010, the Company had recognized $27,314 of interest expense resulting in a carrying value of $6,039.

Due to the addendum, the Company revalued the BCF as of May 16, 2010 and based on the stock price on the day of commitment, the discount as agreed to in the note, and the number of convertible shares, and the value of the options included in the units, the BCF was valued at $24,000.

The Company used the Black-Scholes option pricing model to value the options included in the convertible units. Included in the assumptions of this calculation, the Company used a risk-free rate of 0.81% (based on the US Treasury note yield), two year maturity, volatility of 467.59% (based the daily historical performance of the Company’s stock over two years from the commitment date), and a strike price of $0.15.

In accordance with ASC 470, the Company is amortizing the BCF over the term of the extension. As of December 31, 2011 the Company recognized a total of $51,314 of interest expense related to the convertible note.

On July 20, 2010 the due date of the loan was extended to October 31, 2010. Under the terms of the extension, the company replaced the collateral in the form of 250,000 common shares of the Company held by a related party, with equivalent shares issued from the Company and in addition the Company issued 100,000 common shares for the extension on the loan.

On October 15, 2009, the Company signed a promissory note for $400,000. The note bears interest at 12% per annum and is due along with the principle balance on April 15, 2010. The loan is subject to minimum interest of $12,000 if prepayment is made. The minimum interest was prepaid and deducted from the gross proceeds of the note and is recorded as prepaid interest which in amortized over the life of the loan as interest expense. The note is secured by a general security interest in the property of the Company. In connection with the loan, the Company agreed to a $37,500 loan processing fee to be paid in cash or 150,000 shares of the Company’s Common Stock. The processing fee has been recorded as a related party payable to a related party who helped facilitate the loan.

The lender shall be entitled to, at any time 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”) existed as of October 15, 2009

On April 15, 2010, an addendum was signed whereby the Company paid the Lender an extension fee of $10,000 on signing and a further $10,000 on the due date, October 15, 2010. The loan conversion featured was also modified such that any outstanding principal sum is convertible into units at $0.10 each (maximum 4,000,000 units), each unit consisting of one fully paid common share and one share purchase warrant exercisable within two years at $0.15 per share.

F-18

FORMCAP CORP.

(A Development Stage Company)

Notes to the Financial Statements December 31, 2012 and 2011

NOTE 5 – NOTES PAYABLE (CONTINUED)

In accordance with ASC 470, the Company has analyzed the beneficial nature of the conversion terms and determined that a beneficial conversion feature (BCF) existed as of April 15, 2010. The Company calculated the value of the BCF using the intrinsic method as stipulated in ASC 470. Based on the stock price on the day of commitment, the discount as agreed to in the note, and the number of convertible shares, and the value of the options included in the units, the BCF was valued at $320,000.

The Company used the Black-Scholes option pricing model to value the options included in the convertible units. Included in the assumptions of this calculation, the Company used a risk-free rate of 1.04% (based on the US Treasury note yield), two year maturity, volatility of 456.07% (based on the historical performance of the Company’s stock), and a strike price of $0.15.

In accordance with ASC 470, the Company is amortizing the BCF over the term of the extension. As of December 31, 2010 the Company had recognized $320,000 of interest expense related to the convertible note.

The Company defaulted on the repayment of both convertible loans. On February 15, 2011, the Company entered into a settlement agreement with the convertible note holders, wherein the outstanding indebtedness the Company has with these note holders of $60,000 and $400,000 was forgiven in full in exchange for all of the Company’s oil and gas lease rights. By assignment the Company exchanged 100% of their working interest, all of the rights, title and interests of FormCap in their oil and gas lease rights to the note holders. FormCap will pay or cause to be paid all costs and expenses required in order to effect the foregoing assignment of the leases and the recording of the leases and the assignment thereof.

As of December 31, 2010 the Company owed amounts to a third party for cash loaned to the Company in the amount of $23,025.

During 2011 the Company borrowed cash from various third parties in the amount of $47,059. The balance owed to these parties as of December 31, 2011 was $70,084.

During 2012 the Company borrowed cash from various third parties in the amount of $5,000. These parties also paid expenses on behalf of the Company in the amount of $3,569. The balance owed to these parties as of December 31, 2012 was $78,653. These amounts bear no interest, are not collateralized, and are due on demand.

NOTE 6 – COMMON STOCK

The Company had 50,000,000 shares of preferred stock authorized with no shares outstanding as of December 31, 2012 and 2011. The Company also had 200,000,000 shares of Common Stock authorized with 2,038,240 and 2,015,773 shares issued and outstanding as of December 31, 2012 and 2011 respectively.

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

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

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

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

F-19

FORMCAP CORP.

(A Development Stage Company)

Notes to the Financial Statements December 31, 2012 and 2011

NOTE 6 – COMMON STOCK (CONTINUED)

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

Prior to the reverse stock split, the Company had 100,788,607 common shares issued and outstanding. Immediately after the reverse split the Company had 2,038,240 common shares issued and outstanding, including 22,467 common shares issued to various shareholders as a result of rounding. The rounding shares were not issued for compensation and have no net effect on owner’s equity.

NOTE 7 – INCOME TAXES

Income Taxes

The Company accounts for income taxes in accordance with Accounting Standards Codification Topic 740, Income Taxes ("Topic 740"), which requires the recognition of deferred tax liabilities and assets at currently enacted tax rates for the expected future tax consequences of events that have been included in the financial statements or tax returns. A valuation allowance is recognized to reduce the net deferred tax asset to an amount that is more likely than not to be realized.

Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company's financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.

Net deferred tax assets consist of the following components as of December 31, 2012 and 2011:

Deferred tax assets:	December 31, 2012			December 31, 2011
Net operating loss carryover	$	(7,744,556	)	$	(6,580,054	)
Common stock and warrants issued for services		646,611			646,611
Common stock issued for settlement of debt		52,650			52,650
Loss on extinguishment of debt		2,120,708			2,120,708
Impairment of assets		486,020			486,020
Amortization of beneficial conversion feature		296,370			296,370
Valuation allowance		3,020,377			2,977,695
Income tax expense per books	$	-		$	-

The income tax provision differs from the amount of income tax determined by applying the estimated U.S. federal and state income tax rates of 39% to pretax income from continuing operations for the year ended December 31, 2012 and 2011 due to the following:

	December 31, 2012			December 31, 2011
Income tax expense at statutory rate	$	(42,682	)	$	(35,712	)
Common stock and warrants issued for services		-			27,300
Loss on extinguishment of debt		-			52,650
Impairment of assets		-			-
Amortization of beneficial conversion feature		-			-
(Gain) Loss on extinguishment of debt		-			(111,873	)
Valuation allowance		42,682			67,635
Income tax expense per books	$	-		$	-

F-20

FORMCAP CORP.

(A Development Stage Company)

Notes to the Financial Statements December 31, 2012 and 2011

NOTE 7 – INCOME TAXES (CONTINUED)

As at December 31, 2012, the Company had net operating loss carry forwards of approximately $6,622,735 through 2032. No tax benefit has been reported in the December 31, 2012 financial statements as the potential tax benefit is offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

NOTE 8 – SUBSEQUENT EVENTS

In accordance with ASC 855-10 Company management reviewed all material events through the date of this report and there are no subsequent events to report.

F-21

(b) 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.

32.2		Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

101.INS **		XBRL Instance Document

101.SCH **		XBRL Taxonomy Extension Schema Document

101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **		XBRL Taxonomy Extension Label Linkbase Document

101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	FORMCAP CORP.

Dated: April 15, 2013	By:	/s/ Graham Douglas
		Graham Douglas
		President, Secretary, Treasurer & Director.

Attached files

FORMCAP CORP. Reports

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