FORMCAP CORP. - FORM 10-Q/A - September 7, 2012

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q/A
(Amendment No. 1)
 
x  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2012.
 
OR
 
o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
 
Commission File Number : 0 - 28847
 
FORMCAP CORP.
( Exact name of registrant as specified in its charter )
 
Nevada                                                              1006772219
------------------------------------------------        ------------------------------------------
( State or other jurisdiction of                                     ( I.R.S. Empl. Ident. No. )
incorporation or organization )
 
50 West Liberty Street, Suite 880, Reno, NV 89501
------------------------------------------------------------------------------------------------------
( Address of principal executive offices ) ( Zip Code )
 
888-777-8777
------------------------------------------------------------------
( Issuer's telephone number )
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YES  o NO  x
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  o   No  o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a small reporting company. See definitions of "large accelerated filer,” “accelerated filer,” and “small reporting company" in Rule 12B-2 of the Exchange Act.
 
     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 Exchange Act).   YES  o  NO  x

The number of shares outstanding the issuer’s common stock, $0.001 par value, was 100,788,607 as of May 21, 2012.
 
 
 
 
 
EXPLANATORY NOTE

The purpose of this Amendment No. 1 to our Quarterly Report on Form 10-Q for the period ended March 31, 2012, filed with the Securities and Exchange Commission on May 21, 2012 (the “Form 10-Q”), is to include the Company’s condensed unaudited interim financial statements for the three months ended March 31, 2012, inadvertently omitted in the previous Form 10-Q filed, and to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.

No other changes have been made to the Form 10-Q.  This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

 
 
 

FormCap Corp.
Form 10-Q
For the Quarter Ended March 31, 2012
 
TABLE OF CONTENTS
   
Page
PART I
FINANCIAL INFORMATION
  
     
Item 1
Financial Statements
1
 
Condensed Balance Sheets as at March 31, 2012 (unaudited) and December 31, 2011
1
 
Condensed Statements of Operation for Three Months Ended March 31, 2012 and 2011, and for the Period from April 10, 1991 (Inception) to March 31, 2012 (unaudited)
2
 
Condensed Statements of Cash Flows – Three Months Ended March 31, 2012 and 2011, and for the Period from April 10, 1991 (Inception) to March 31, 2012 (unaudited)
3
 
Notes to Condensed Financial Statements (unaudited)
4
     
Item 2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
8
     
Item 3
Quantitative and Qualitative Disclosures About Market Risk
9
     
Item 4
Controls and Procedures
9
     
PART II
OTHER INFORMATION
  
     
Item 1
Legal Proceedings
10
     
Item 1A
Risk Factors
10
     
Item 2
Unregistered Sales of Equity Securities and Use of Proceeds
11
     
Item 3
Defaults Upon Senior Securities
11
     
Item 4
Mine Safety Disclosures
11
     
Item 5
Other Information
11
     
Item 6
Exhibits
12
     
 
Signatures
12

 
 
 

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

FormCap Corp.
(An Exploration Stage Company)
Condensed Balance Sheets
   
March 31,
2012
    
December 31,
2011
  
   
(Unaudited)
        
ASSETS
             
CURRENT ASSETS
            
             
Cash
   $ 403     $ 504  
Prepaid expenses
     36,667       64,167  
                 
Total Current Assets
     37,070       64,671  
                 
TOTAL ASSETS
   $ 37,070     $ 64,671  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
                 
CURRENT LIABILITIES
                
                 
Accounts payable and accrued liabilities
   $ 38,015     $ 37,345  
Accounts payable – related party
     377,540       371,540  
Related party payables
     151,311       149,311  
Notes payable
     70,084       70,084  
Royal and license fee payable
     135,000       135,000  
                 
Total Current Liabilities
     771,950       763,280  
                 
TOTAL LIABILITIES
     771,950       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, 100,788,607 shares issued and outstanding
     100,789       100,789  
Stock subscription receivable
     (17,000 )     (17,000 )
Additional paid-in capital
     11,077,823       11,077,823  
Deficit accumulated during the exploration stage
     (11,896,492 )     (11,860,221 )
                 
Total Stockholders’ Deficit
     (734,880 )     (698,609 )
                 
TOTAL LIABLITIES AND STOCKHOLDERS’ DEFICIT
   $ 37,070     $ 64,671  
 
The accompanying notes are an integral part of these condensed financial statements.
 
 
1
 
 
FormCap Corp.
(An Exploration Stage Company)
Condensed Statements of Operations
(Unaudited)
 
                         
     
For the Three Months Ended
March 31,
      
From Inception on April 10, 1991 to
  
      2012       2011       March 31, 2012  
REVENUES
  
$
-
    
$
-
    
$
321,889
  
COST OF SALES
    
-
      
-
      
352,683
  
                         
GROSS MARGIN
    
-
      
-
      
(30,794
)
                         
OPERATING EXPENSES
                        
                         
Consulting fees
    
27,500
      
69,100
      
1,006,200
  
Loss on impairment of assets
    
-
      
-
      
1,146,206
  
Financing expenses
    
-
      
-
      
778,946
  
General and administrative expenses
    
8,771
      
7,775
      
5,527,713
  
                         
Total Operating Expenses
    
36,271
      
76,875
      
8,459,065
  
                         
LOSS FROM OPERATIONS
    
(36,271
)
    
(76,875
)
    
(8,489,859
)
                         
OTHER INCOME AND (EXPENSE)
                        
                         
Interest expense
    
-
      
(13,800
)
    
(864,177
)
(Gain) loss on settlement of debt
    
-
      
311,466
      
(2,542,456
)
                         
Total Other Income and (Expense)
    
-
      
297,666
      
(3,406,633
)
                         
INCOME (LOSS) BEFORE INCOME TAXES
  
$
(36,271
)
  
$
220,791
    
$
(11,896,492
)
Provision for income taxes
    
-
      
-
      
-
  
                         
NET INCOME (LOSS)
    
(36,271
)
  
$
220,791
    
$
(11,896,492
)
                         
BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE
  
$
(0.00
)
  
$
0.00
          
                         
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
    
100,788,607
      
45,788,607
          

The accompanying notes are an integral part of these condensed financial statements.
 
 
2
 
 
FormCap Corp.
(An Exploration Stage Company)
Condensed Statements of Cash Flows
(Unaudited)
                 
 
For the Three Months Ended March 31,
  
From Inception on April 10, 1991 to March 31,
  
   
2012
      
2011
      
2012
  
                       
CASH FLOWS FROM OPERATING ACTIVITIES
                      
Net Income (Loss)
$
(36,271
)
  
$
220,791
    
$
(11,896,492
)
Adjustments to reconcile net income (loss) to net cash used by operating activities:
                      
Amortization of prepaid expenses
  
27,500
      
25,000
      
287,595
  
Amortization of beneficial conversion feature
  
-
      
-
      
379,961
  
Expenses paid by related parties
  
2,000
      
-
      
88,794
  
Depreciation and amortization
  
-
      
-
      
277,322
  
Gain on settlement of long term debt
  
-
      
(561,466
)
    
(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
  
-
      
-
      
(140,429
)
Prepaid royalties
  
-
      
-
      
(99,980
)
Accounts payable and accrued liabilities
  
670
      
43,618
      
101,470
  
Accounts payable – related party
  
6,000
      
-
      
6,000
  
Royalty and license fees
  
-
      
-
      
196,765
  
                       
Net Cash Used in Operating Activities
  
(101
)
    
(272,057
)
    
(4,716,410
)
                       
CASH FLOWS FROM INVESTING ACTIVITIES
                      
Purchase of capital assets
  
-
      
-
      
(104,880
)
Acquisition deposits
  
-
      
-
      
(431,000
)
Extinguishment of oil and gas leases
  
-
      
250,000
      
-
  
Purchase of oil and gas lease
  
-
      
-
      
(250,000
)
Capitalized software expenditures
  
-
      
-
      
(135,181
)
Principal payments on notes receivable
  
-
      
-
      
44,117
  
Notes receivable advances
  
-
      
-
      
(701,152
)
Proceeds from sale of notes receivable
  
-
      
-
      
350,000
  
                       
Net Cash Used in Investing Activities
  
-
      
250,000
      
(1,228,096
)
                       
CASH FLOWS FROM FINANCING ACTIVITIES
                      
Proceeds from related party payables
  
-
      
21,970
      
2,043,760
  
Repayments of related party payables
  
-
      
-
      
(637,012
)
Proceeds from notes payable
  
-
      
-
      
926,919
  
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
  
-
      
21,970
      
5,944,909
  
                       
NET INCREASE (DECREASE) IN CASH
  
(101
)
    
(87
)
    
403
  
CASH AT BEGINNING OF PERIOD
  
504
      
166
      
-
  
                       
CASH AT END OF PERIOD
$
403
    
$
79
    
$
403
  
                       
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
                      
                       
CASH PAID FOR:
                      
Interest
$
-
    
$
-
    
$
12,650
  
Income Taxes
$
-
    
$
-
    
$
-
  
                       
NON CASH FINANCING ACTIVITIES
                      
Common stock issued for prepaid expenses
$
-
    
$
-
    
$
280,000
  
Conversion of related party payables to common stock
$
-
    
$
-
    
$
3,559,999
  
 
The accompanying notes are an integral part of these condensed financial statements.
 
 
3
 
 
FormCap Corp.
(An Exploration Stage Company)
Notes to the Condensed Financial Statements
March 31, 2012
(Unaudited)
 
NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2012, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2011 audited financial statements.  The results of operations for the periods ended March 31, 2012 and 2011 are not necessarily indicative of the operating results for the full years.

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.

Reclassifications
Certain comparative figures on the balance sheet as of December 31, 2011 have been reclassified in order to conform to the current period’s financial statement presentation with no effect on earnings.

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

Exploration Stage Company
The Company is an exploration stage company. The Company is devoting substantially all of its present efforts to establish a new business and none of its planned principal operations have commenced. All losses accumulated since inception has been considered as part of the Company’s exploration stage activities.

Basic Earnings Per Share
The computation of basic earnings per share of common stock is based on the weighted average number of shares outstanding during the periods presented. The computation of fully diluted earnings per share includes common stock equivalents outstanding at the balance sheet date. The Company had no common stock equivalents outstanding as of March 31, 2012 and 2011, respectively. Basic earnings per share for the year ended December 31, 2011 and 2010 are as follows:

 
For the Three Months Ended March 31,
  
 
2012
  
2011
  
Net Income (Loss) /Loss applicable to common shareholders
   $ (36,271 )   $ 220,791  
Weighted average shares outstanding
     100,788,607       45,788,607  
Basic and diluted earnings per share
   $ 0.00     $ (0.00 )

 
4
 

FormCap Corp.
(An Exploration Stage Company)
Notes to the Condensed Financial Statements
March 31, 2012
(Unaudited)

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, 2011 and 2010.

Long-Lived Assets
In accordance with ASC 360, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets, such as property and equipment, and purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by an asset to the carrying value of the asset. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.

Financial Instruments
For accounts receivable, accounts payable, accrued liabilities, current portion of long-term debt and long-term debt, the carrying amounts of these financial instruments approximates their fair value.  Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Stock-based Compensation
ASC 718 “Stock Compensation” requires public companies to recognize the cost of employee services received in exchange for equity instruments, based on the grant-date fair value of those instruments, with limited exceptions. ASC 718 “Stock Compensation” also affects the pattern in which compensation cost is recognized, the accounting for employee share purchase plans, and the accounting for income tax effects of share-based payment transactions. For small business filers, ASC 718 “Stock Compensation” is effective for interim or annual periods beginning after December 15, 2005. The Company adopted the guidance in ASC 718 “Stock Compensation” on October 1, 2007.

Foreign Currency Translation
The Company translates foreign currency transactions and balances to its reporting currency, United States Dollars, in accordance with ASC 830 “Foreign Currency Matters”. Monetary assets and liabilities are translated into the functional currency at the exchange rate in effect at the end of the year. Non-monetary assets and liabilities are translated at the exchange rate prevailing when the assets were acquired or the liabilities assumed. Revenue and expenses are translated at the rate approximating the rate of exchange on the transaction date. All exchange gains and losses are included in the determination of net income (loss) for the year.

 
5
 

FormCap Corp.
(An Exploration Stage Company)
Notes to the Condensed Financial Statements
March 31, 2012
(Unaudited)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income Taxes
The Company applies ASC 740, which requires the asset and liability method of accounting for income taxes.  The asset and liability method requires that the current or deferred tax consequences of all events recognized in the financial statements are measured by applying the provisions of enacted tax laws to determine the amount of taxes payable or refundable currently or in future years. Deferred tax assets are reviewed for recoverability and the Company records a valuation allowance to reduce
its deferred tax assets when it is more likely than not that all or some portion of the deferred tax assets will not be recovered.

The Company adopted ASC 740, at the beginning of fiscal year 2008. This interpretation requires recognition and measurement of uncertain tax positions using a “more-likely-than-not” approach, requiring the recognition and measurement of uncertain tax positions. The adoption of ASC 740 had no material impact on the Company’s financial statements.

Recent Accounting Pronouncements
The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position or statements.

NOTE 3 - GOING CONCERN

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 individuals and corporations related to the Company for operating purposes. As of March 31, 2012 and December 31, 2011 the Company owed $151,311 and $149,311 respectively.  These amounts bear no interest, are not collateralized, and are due on demand. During the three months ended March 31, 2012, a related party paid expenses in the amount of $2,000 on behalf of the Company.

 
6
 
 
FormCap Corp.
(An Exploration Stage Company)
Notes to the Condensed Financial Statements
March 31, 2012
(Unaudited)

NOTE 5 – COMMON STOCK

The Company has two classes of stock authorized as of March 31, 2012.  The Company has 50,000,000 shares of preferred stock authorized with no shares outstanding as of Marchr 31, 2012 and December 31, 2011, respectively.  The Company also has 200,000,000 shares of Common Stock authorized with 100,788,607 shares issued and outstanding as of March 31, 2012 and December 31, 2011 respectively.  During the year ended December 31, 2011, the Company issued new shares as follows:

On November 23, 2011 25,000,000 common shares were issued under a debt settlement agreement with a related Party.

On December 1, 2011, 10,000,000 common shares were issued under the terms of an Oil & Gas Farm-In, Operating and Consulting Agreement with a consultant.

On December 1, 2011, 10,000,000 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, 10,000,000 common shares were issued to the President of the Company as payment for services rendered in the performance of his duties.

No further shares have been issued in the three months ended March 31, 2012.

NOTE 6 – 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.

 
7
 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and notes thereto and the other financial information included elsewhere in this report. Certain statements contained in this report, including, without limitation, statements containing the words “believes,” “anticipates,” “expects” and words of similar import, constitute “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements involve known and unknown risks and uncertainties.  Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including our ability to create, sustain, manage or forecast our growth; our ability to attract and retain key personnel; changes in our business strategy or development plans; competition; business disruptions; adverse publicity; and international, national and local general economic and market conditions.

Overview

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

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

Following the initial two wells, Morgan Creeks’ management and land team will work with FormCap to establish additional targets on the Frio draw based on technical data and drill results. The two companies will jointly fund additional targets and have committed to a minimum five holes drill program in order to effectively test the Frio Draw.

On September 25, 2009, the Company has received a letter from Morgan Creek Energy Corp. terminating the Option Agreement between FormCap Corp. and Morgan Creek Energy Corp. on the Frio Draw Prospect in New Mexico.

On October 20, 2009, the company acquired 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 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.

On March 16, 2011, the Company signed a Farm-Out Agreement for oil and gas exploration in the Peco Area of Alberta. The Farm-Out Agreement between FormCap Corp. and a private Alberta Corporation is comprised of a Seismic Option, a Farm-Out and a Participation clause. The Agreement stipulated a commencement date for the shooting of a 3D seismic program on the Farm-Out Lands not later than June 1, 2011 and a Commencement Date of November 1, 2011 for spudding and continuous drilling of a Test Well. Due to conditions in the oil and gas industry these dates were amended to October 1, 2011 for commencement of seismic program and February 1, 2012 for the spudding of a Test Well. The Agreement provides FormCap 60 days following completion of the seismic program to elect to drill the Test Well. Upon completion of the Test Well FormCap shall have earned a 40% working interest in the well subject to a 10% Gross Overiding Royalty payable to the Farmor. The Farmor may elect to convert the Gross Overiding Royalty to a 50% interest in FormCap’s working interest (i.e.: a 20% working interest).

Results of Operations for the Three Months Ended March 31, 2012 and 2011.

The operating results and cash flows are presented for the quarters ended March 31, 2012 and 2011 and for the period of inception to March 31, 2012.

Revenues. There was no revenue for the three months ended March 31, 2012 and 2011.

 
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Operating Expenses. For the three months ended March 31, 2012, we had total operating expenses of $36,271 as compared to $76,875 for the three months ended March 31, 2011.  This was accounted for mainly by a reduction in consulting expense of $41,600.
 
Interest Expense.  The three months ended March 31, 2012 had interest expense of $Nil, compared to $13,800 for the three months ended March 31, 2011.  This was because there was no debenture payable in 2012.
 
Net Loss. The net loss for the quarter ended March 31, 2012 was $36,271 as compared to income of $220,791 for the quarter ended March 31, 2011.  This was because there was no gain on settlement of debt as compared to a gain of $311,466 recorded in 2011.
 
Item 3.  Quantitative and Qualitative Disclosures About Market Risk
 
The Company does not hold any derivatives or investments that are subject to market risk. The carrying values of any financial instruments, approximate fair value as of those dates because of relatively short-term maturity of these instruments which eliminates any potential market risk associated with such instruments.
 
Item 4.  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 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 March 31, 2012, are not effective, based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15.

Management's 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 March 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.  

Management concluded in this assessment that as of March 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 first quarter of our 2012 fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 
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PART II – OTHER INFORMATION

Item 1.  Legal Proceedings

On May 21, 2009, the Company received a Writ of Summons from Robert D. Holmes Law Corporation and Terrence E. King Law Corporation, the “Plaintiffs” and William McKay, Jupiter Capital Ltd., Jupiter Capital Ventures, Inc., Barron Energy Corporation, Media Games Ltd., Brandgamz Marketing Inc., FormCap Corp. and Snap-Email, Inc., the “Defendants”. The claim against FormCap Corp. in the amount of $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.

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.
 
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.

 
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FUTURE SUCCESS IS HIGHLY DEPENDENT ON THE ABILITY OF MANAGEMENT TO LOCATE AND ATTRACT A SUITABLE ACQUISITION.

The nature of our operations is highly speculative and there is a consequent risk of loss of your investment. The success of our plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity. While management intends to seek business combination(s) with entities having established operating histories, we cannot assure you that we will be successful in locating candidates meeting that criterion. In the event we complete a business combination, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.

OUR BUSINESS WILL HAVE NO REVENUES UNLESS AND UNTIL WE MERGE WITH OR ACQUIRE AN OPERATING BUSINESS.

We are a development stage company and have had no revenues from operations. We may not realized any revenues unless and until we successfully merge with or acquire an operating business.
 
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

On February 11, 2010, 500,000 shares were issued to Norman J Mackenzie for consulting services valued at $170,000.

On July 20, 2010, 250,000 shares at $0.05 per share were issued to Leare Developments Ltd. as collateral for its Convertible Note Payable.

On July 20, 2010, 100,000 shares at $0.05 per share were issued to Leare Developments Ltd. as fee for extension of the repayment of its Convertible Note Payable.

On October 27, 2010, 500,000 shares at $0.04 per share were issued to Jim Romano as finders fee as per agreements dated July 21, and October 5, 2010.

On November 23, 2011 25,000,000 common shares were issued under a debt settlement agreement with a related Party.

On December 1, 2011, 10,000,000 common shares were issued under the terms of a Oil & Gas Farm-In, Operating and Consulting Agreement with a consultant.

On December 1, 2011, 10,000,000 common shares were issued to the same consultant as payment in full of debt arising under a Consulting Agreement.

On December 1, 2011, 10,000,000 common shares were issued to the President of the Company as payment for services rendered in the performance of his duties.
 
Item 3.  Defaults Upon Senior Securities

None.
 
Item 4.  Mine Safety Disclosures

Not applicable.
 
Item 5. Other Information

None

 
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Item 6.  Exhibits

Exhibit No.
Description
   
31*
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32*
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.ins XBRL Instance Document
101.xsd 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 Labels Linkbase Document 
101.pre XBRL Taxonomy Extension Presentation Linkbase Document 
* Previously filed.
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
FORMCAP CORP.
   
Dated: September 7, 2012
By: /s/ Graham Douglas
 
Graham Douglas
 
President, Secretary, Treasurer and Director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 
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FORMCAP CORP. Reports

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