UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014.
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ___________
Commission File Number : 0-28847
FORMCAP CORP.
(formerly Gravitas International, Inc.)
(Exact name of registrant as specified in its charter)
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Nevada
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1006772219
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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50 West Liberty Street, Suite 880, Reno, NV 89501
(Address of principal executive offices, including zip code)
775-285-5775
(Registrant’s telephone number, including area code)
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Title of Each Class
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Name of Exchange on which Registered
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Preferred Stock ($0.001 par value)
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NASDAQ OTCBB
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Common Stock ($0.001 par value)
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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.
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Large accelerated filer
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o |
Accelerated filer
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o |
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Non-accelerated filer
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o |
Smaller reporting company
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x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2014 was $10,266,822 based upon the closing sales price of the Registrant’s Common Stock as reported on the Over-the-Counter Bulletin Board of $0.0227
At April 14, 2015the Company had outstanding 88,841,833 shares of Common Stock, of $0.001 par value per share.
EXPLANATORY NOTE
On
April 15, 2015 the Company filed it's Annual Report on Form 10-K, however, the XBRL was not complete when the filing
was ready to be filed and the XBRL Interactive Data files were not included
with the original filing. The purpose of this Amendment No. 1 to Form 10-K is to include the XBRL Interactive
Data files and to update the table on Page 18. No other changes have been made to the Form 10-K.
Pursuant to Rule 406T of Regulation S-T, the
interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for
purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those
sections.
Statements of Cash Flows for the years ended December 31, 2014 and 2013
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For the Year Ended
December 31,
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2014
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2013
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| CASH FLOWS FROM OPERATING ACTIVITIES |
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Net (Loss) Income
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$ |
(8,610,978 |
) |
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$ |
(2,386,213 |
) |
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Adjustments to reconcile net loss to net cash used by operating activities:
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Common stock and options issued for services
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54,950 |
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- |
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Expenses paid on behalf of the Company
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32,800 |
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- |
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Loss on impairment of assets
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516,802 |
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- |
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Loss on settlement of debt
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7,978,406 |
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2,274,000 |
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Changes to operating assets and liabilities:
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Prepaid expenses and other current assets
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(6,875 |
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- |
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Accounts payable and accrued liabilities
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36,167 |
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43,353 |
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Notes Receivable
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1,096 |
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(9,266 |
) |
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Net Cash Used in Operating Activities
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2,368 |
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(78,126 |
) |
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CASH FLOWS FROM INVESTING ACTIVITIES
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Purchase of oil and gas lease
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- |
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(6,802 |
) |
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Net Cash Used in Investing Activities
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- |
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(6,802 |
) |
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CASH FLOWS FROM FINANCING ACTIVITIES
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Proceeds from related party payables
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- |
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15,000 |
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Proceeds from convertible notes payable
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70,790 |
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Repayment of convertible notes payable
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(3,000 |
) |
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- |
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Net Cash Provided by Financing Activities
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(3,000 |
) |
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85,790 |
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NET INCREASE (DECREASE) IN CASH
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(632 |
) |
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862 |
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CASH AT BEGINNING OF PERIOD
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910 |
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48 |
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CASH AT END OF PERIOD
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$ |
278 |
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$ |
910 |
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CASH PAID FOR:
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Interest
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$ |
- |
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$ |
10 |
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NON CASH FINANCING ACTIVITIES:
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Common Stock issued for oil and gas lease
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$ |
2,310,000 |
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$ |
20,000 |
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Conversion of related party payables to common stock
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$ |
- |
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$ |
425,000 |
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Extinguishment of related party notes payable and accounts payable
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$ |
6,055,000 |
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$ |
2,699,000 |
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Notes Payable Issued for Oil and Gas Lease
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$ |
110,000 |
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$ |
75,000 |
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The accompanying notes are an integral part of these financial statements
(b) Exhibits
**
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus
for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
SIGNATURES
In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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FORMCAP CORP.
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Dated: April
17, 2015
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By:
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/s/ Bradley Moynes |
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Bradley Moynes |
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President, Secretary, Treasurer & Director. |
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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, Bradley Moynes, Director and Chief Executive Officer of FormCap Corp., certify that :
1. I have reviewed this Annual Report on Form 10-K 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: April
17, 2015
Signature: /s/ Bradley Moynes
Bradley Moynes
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, Bradley Moynes, Chief Financial Officer of FormCap Corp. certify that :
1. I have reviewed this Annual Report on Form 10-K 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: April
17, 2015
Signature: /s/ Bradley Moynes
Bradley Moynes
Chief Financial 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 Annual Report of FormCap Corp. (the "Company") on Form 10-K for the year ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Bradley Moynes, 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.
Dated: April
17, 2015
Signature: /s/ Bradley Moynes
Bradley Moynes
Chief Executive Officer
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 Annual Report of FormCap Corp. (the "Company") on Form 10-K for the year ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Bradley Moynes, Chief Financial 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.
Dated: April
17, 2015
Signature: /s/ Bradley Moynes
Bradley Moynes
Chief Financial Officer
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