FORMCAP CORP.



FORM 10-K/A
(Annual Report)




Filed November 2, 2009 for the year Ending 12/31/08



Address		50 WEST LIBERTY STREET
		SUITE 880
		RENO, NV 89501

Telephone	775-322-0626
CIK		0001102709
Symbol		FRMC
SIC Code	7372 - Prepackaged Software
Fiscal Year	12/31







UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A

(X)  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
   EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008

OR

(   ) TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
  EXCHANGE ACT OF 1934 For the transition period from ______ to _____

Commission File Number : 0 - 28847

		FORMCAP CORP.
( 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 )

 775-322-0626
-----------------------------
( Issuer's telephone number )

Securities registered under Section 12(b) of the Exchange Act : None
Securities registered under Section 12(b) of the Exchange Act : Common Stock,
                                                            $0.001 par value

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
YES  ( X )  NO  (   )

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





Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-K contained in this form, and no disclosure will be
contained, to the best of registrant's Knowledge, in definitive proxy or
information statement incorporated by reference in Part III of this
Form 10-K or any amendment of this Form 10-K  ( X )

Indicate by check mark whether the registrant is a large accelerated filer,
an  accelerated filer, or a non-accelerated filer, or a small reporting
company. See definitions of "large accelerated filer," "accelerated filer,"
and "small reporting company" in Rule 12B-2 of the Exchange Act.
(Check one) :

Large accelerated filer (    )       Accelerated filer  (   )

Non-accelerated filer (    )    Smaller reporting company  ( X )

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

The aggregate market value of the voting and non-voting common equity
held by non-affiliates as of the last business day of the registrant's
most recently completed second fiscal quarter was $0.45 based upon the
closing sales price of the Registrant's Common Stock as reported on
the Over the Counter Bulletin Board of $1,772,918.

At June 30, 2009 the Registrant had outstanding 41,198,607 shares of
common stock, $0.001 par value per share.








FORMCAP CORP.
FORM 10-K/A
For the Fiscal Year Ended December 31, 2008
TABLE OF CONTENTS

PART I								Page
Item 1	Business						1-4
Item 1A	Risk Factors						4-6
Item 1B	Unresolved Staff Comments				6
Item 2	Properties						7
Item 3	Legal Proceedings					7
Item 4	Submission of Matters to a Vote of			7
	Security Holders

PART II
Item 5	Market for Registrant's Common Equity, Related
	Stockholder Matters and Issuer Purchases of
	Equity Securities					7-11
Item 6	Selected Financial Data					12-13
Item 7	Management's Discussion and Analysis of Financial
	Condition and Results of Operations			13-15
Item 7A	Quantitative and Qualitative Disclosures About
	Market Risk						15
Item 8	Financial Statements and Supplementary Data		16-32
Item 9	Changes in and Disagreements with Accountants on
	Accounting and Financial Disclosure			33
Item 9A	Controls and Procedures					33-34
Item 9B	Other Information					34

PART III
Item 10	Directors, Executive Officers and Corporate Governance	34
Item 11	Executive Compensation					35
Item 12 Security Ownership of Certain Beneficial Owners and
	Management and Related Stockholder Matters		35
Item 13	Certain Relationships and Related Transactions, and
	Director Independence					35
Item 14	Principal Accounting Fees and Services			36

PART IV
Item 15	Exhibits and						37-43
	Signatures





   PART I

   This Annual Report on Form 10-K/A 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/A. 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/A. 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.


			1


Item 1.  Business.

General

FormCap Corp. (the "Company" or "FormCap") was
incorporated in the State of Florida on April 10, 1991,
under the name of Aarden-Bryn Enterprises, Inc. The
Company become a foreign registrant in the State of
Nevada on December 24, 1998, and became qualified to
transact business in the State of Nevada.

Since its incorporation, the Company has changed its name
several times. On August 27, 1998 the Company changed its
name to Corbett's Cool Clear WTAA, Inc., on September 24,
1999 to WTAA International, Inc., on December 6, 2001 to
Gravitas International, Inc., and finally to its current
name, FormCap Corp. on October 12, 2007.

On September 18, 2007, the Company merged the Florida
jurisdiction and the Nevada jurisdiction into one Nevada
jurisdiction.

The Company has no operation since November of 2003 and
the Company's ability to continue as a going concern is
dependent on successful future operations and obtaining
the necessary debt and equity financing for future
acquisition. In accordance with SFAS No. 7 the Company
is considered to be in the development stage.

These financial statements have been prepared in
accordance with generally accepted accounting principles
applicable to a going concern, which assumes that the
Company will be able to meet its obligations and continue
its operations for its next fiscal year. Realization
values may be substantially different from carrying
values as shown and these financial statements do not
give effect to adjustments that would be necessary to the
carrying values and classification of assets and
liabilities should the Company be unable to continue as a
going concern. At December 31, 2008, the Company had not
yet achieved profitable operations, has accumulated


			2


losses of $7,228,374 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 parties advances, however there is no
assurance that this additional funding is adequate and
further funding may be necessary.

We presently have no employees. Our sole officer and
director is engaged in outside business activities and
anticipate that he will devote to our business only
several hours per week until the acquisition of a
successful business opportunity has been consummated. We
expect no significant changes in the number of our
employees other than such changes, if any, incident to a
business combination.

Plan of Operation and joint venture agreements

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

On March 11, 2009, the Company had signed a Joint Venture
Development and Operating Agreement with MLXjet, Inc and
Mixed Media Corp, both of Vancouver B.C.

The ownership and revenue interests of the Parties under
this Joint Venture shall be a 60% (sixty percent)
interest to FormCap and a 40% (forty percent) interest to
MLXjet Inc. FormCap shall be the operator and/or manager
of the JV Assets and the Joint Venture.



			3


The Assets of MLXjet Assets and FormCap are to be owned
and operated jointly as the Joint Venture. The Joint
Venture will develop the Business of MLXjet in Canada,
United States and Mexico, in accordance with the
MLX/FABUSEND business plan, and share the Revenues of the
Joint Venture.

On July 17, 2009, FormCap announces cancellation of Joint
Venture agreement with MLXjet, Inc. and MLXjet Media
Corp.

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

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

Morgan Creek Energy Corp. is a natural resources
exploration company engaged in the acquisition and
development of strategic oil and natural gas properties.

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

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.


			4



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

As the Company has no recent operating history or revenue
and only minimal assets, there is a risk that we will be
unable to continue as a going concern and consummate a
business combination. We have no significant assets or
financial resources. 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

			5



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




			6



Item 2.  Properties

The Company neither rents nor owns 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 C$61,452.56 together with interest at the rate
of 18% per annum thereon from and after October 1, 2007.
On June 9, 2009, the Company's related parties
who took over the debt of the company as per the agreement
dated November 7, 2006, have made a settlement with the
"Plaintiffs" and have agreed to file a discontinuance of
claims made against FormCap.

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

There were no matters submitted to a vote of security
holders during the forth quarter of 2008.

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".

			7


As of December 31, 2008, the Company had approximately 86
shareholders on record of its common stock. The Company has
not paid cash dividends on its common stock. The Company
anticipates that for the foreseeable future any earnings
will be retained for use in its business, and no cash
dividends will be paid on the common stock. Declaration of
common stock dividends will remain within the discretion of
the Company's Board of Directors and will depend upon the
Company's growth, profitability, financial condition and
other relevant factors.
The table below reflects the high and low "bid" and "ask"
quotations for the Company's Common Stock for each of the
calendar years covered by this report, as reported by the
National Association of Securities Dealers Over the Counter
Bulletin Board National Quotation System. The prices
reflect inter-dealer prices, without retail mark-up,
markdown or commission and do not necessarily represent
actual transactions.

2007			High			Low

1st Quarter		0.60			0.60
2nd Quarter		0.80			0.60
3rd Quarter		0.60			0.60
4th Quarter		0.60			0.25

2008

1st Quarter		1.00			0.21
2nd Quarter		0.49			0.35
3rd Quarter		0.45			0.25
4th Quarter		0.23			0.05

As of December 31, 2008, there were 160,998,607 common
shares issued and have approximately 86 shareholders on
record. The Company believes that an undefined number of
shares of its common stock are held in either nominee


			8


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


			9


penny stock market, such as "bid" and "offer" quotes, a
dealers "spread" and broker/dealer compensation; the
broker/dealer compensation, the broker/dealers duties to its
customers, including the disclosures required by any other
penny stock disclosure rules; the customers rights
and remedies in causes of fraud in penny stock transactions;
and, the NASD's toll free telephone number and the central
number of the North American Administrators Association, for
information on the disciplinary history of broker/dealers and
their associated persons.

RECENT SALES OF UNREGISTERED SECURITIES

On August 30, 2007, $57,000 of related parties debt of the
Company was settled through the issuance of 57,000,000
common restrictive shares in accordance to Rule 144 under
the Securities Act of 1933.

On October 12, 2007, the Company had authorized a reverse
stock split of 200 to 1 for all of the issued and
outstanding common stock.

On October 16, 2007, the Company issued 150,000,000 shares
at $0.001 for $150,000 based upon promissory notes for the
amount. Subsequently, 125,000,000 shares were retired to
treasury in 2009.

On October 24, 2007, $100,000 of related parties debt of
the Company was settled through the issuance of 10,000,000
common restrictive shares in accordance to Rule 144 under
the Securities Act of 1933.

On May 5, 2008, 500,000 common shares at $0.01 were issued
for cash to related parties of the company.
On March 3, 2009, the Company entered into an agreement
to issued 400,000 restricted shares in accordance with
Regulation 144 of the United States Securities Act at
$0.10 per share with Black Hawk Financial, Inc. for an
aggregate amount of $40,000 for consultation services
provided to the Company.



			10


On March 3, 2009, 120,000,000 shares issued on October
16, 2007 on promissory notes were retired to treasury.

On May 11, 2009, 200,000 restricted shares issued on
March 3, 2009, with Black Hawk Financial, Inc. were
retired to treasury.

On July 1, 2009, the Company entered into an agreement to
issued 2,000,000 restricted shares in accordance with
Regulation 144 of the United States Securities Act at
$0.10 per share with Duke Enterprises, LLC for an
aggregate amount of $200,000 for consultation services
provided to the Company.

On July 15, 2009, the Company entered into an agreement
to issued 100,000 restricted shares in accordance with
Regulation 144 of the United States Securities Act at
$0.10 per share with Metropolis Acquisition Corporation
for an aggregate amount of $10,000 for consultation
services provided to the Company.

On July 21, 2009, the Company entered into an agreement
to issued 500,000 restricted shares in
accordance with Regulation 144 of the United States
Securities Act at $0.20 per share with Jim D. Romano for
an aggregate amount of $100,000 for consultation services
provided to the Company.

On July 21, 2009, the Company approved the issuance of
5,000,000 shares at $0.01 per share to settle amounts of
$50,000 of debt due to a debtor of the Company.

On July 31, 2009, 5,000,000 shares issued on October 16,
2007 on promissory notes were retired to treasury.






			11




Item 6. Selected Financial Data.

The selected financial data set forth below should be read
in conjunction with "Management's Discussion and Analysis
of Financial Condition and Results of Operations", the
financial statements and the related notes included
elsewhere in this Annual Reports on Form 10-K/A.
The statements of operations data for the years ended
December 31, 2008, 2007, 2006 and 2005 are derived from our
financial statements.

			  Year Ended December 31
			2008	2007	2006	2005
Statements of
Operations Data
Total revenues		-	-	 -	  -
Expenses
General and
Administrative	        348      626    7,428	12,197
Consulting fees      60,000   15,000	 -	  -
Filing fees	      1,929    4,914  	 -	  -
Transfer agent
fees  		      2,549    5,143	 -	  -
Exchange
gain/loss		749	(88)	 -	  -
Legal fees	      6,583    1,500	 -	  -
Accounting fees      24,000    6,000	 -	  -
Audit fees	      9,000    4,500	 -	  -

Total expenses      105,158    37,595	7,428	12,197

Net income(loss)   (105,158)  (37,595) (7,428) (12,197)

Basic and diluted
Net loss per
Share		      (0.00)   (0.00)	(0.00)	(0.00)

Shares used in
Computing net
Income (loss)
Per share    160,828,744 33,404,758 42,709,162 42,709,162


			12


     			   Year Ended December 31,
			2008	 2007     2006	  2005

Balance Sheets
Data :
Cash and cash
Equivalents		331     2,748	    242	      242
Working capital
(deficit)	   (888,222) (788,064) (907,469) (900,041)
Total assets	        331     5,448	    242       242
Total stockholders'
Equity(deficit)    (888,222) (788,064) (906,469) (900,041)


Item 7.  Management's Discussion and Analysis of Financial
Condition and Results of Operations.

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

Overview

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



			13


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.


Results of Operations for the Years ended December 31,
2008.

The audited operating results and cash flows are presented
for the year ended December 31, 2008 and 2007 and for the
period of inception to December 31, 2008.

Revenues. There is no revenue for the year ended December
31, 2008 and 2007.

Operating Expenses. For the year ended December 31, 2008,
we had total operating expenses of $105,158 as compared to
$37,595 for the year ended December 31, 2007.

Consultation Fees. For the year ended December 31, 2008, we
had consultation fees of $60,000 as compared to $15,000 for
the year ended December 31, 2007.

Professional Fees. For the year ended December 31, 2008, we
had audit fees of $9,000 as compared to $4,500 for the year
ended December 31, 2007.



			14



Net Loss. The net loss for the year ended December 31, 2008
was $105,158 as compared to $37,595 for the year ended
December 31, 2007.

Item 7A. Quantitative and Qualitative Disclosures About Market
Risk.

The Company does not hold any derivatives or investments
that are subject to market risk. The carrying values of any
financial instruments, approximate fair value as of those
dates because of relatively short-term maturity of these
instruments which eliminates any potential market risk
associated with such instruments.


Item 8.  Financial Statements and Supplementary Data

FormCap Corp.

Index to Financial Statements

Contents						Pages

Auditors report						  16

Balance Sheets as of Dec 31, 2008 and 2007	  	  17

Statements of Operations for the year ended
Dec 31, 2008 and 2007 and for the period
April 10, 1991 (Inception) to Dec 31, 2008	          18

Statements of Stockholders' Equity for the
Year ended Dec 31, 2008					  19-23

Statements of Cash Flows for the year ended
Dec 31, 2008 and 2007 and for the period
April 10, 1991 (Inception) to Dec 31, 2008                24-25

Notes to Financial Statements  			          26-33



			15


SEALE AND BEERS, CPAs
PCAOB & CPAB REGISTERED AUDITORS
www.sealebeers.com


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
Formcap Corp. (formerly Gravitas International Inc.)
(A Development Stage Company)

We have audited the accompanying balance sheets of Formcap Corp.
(formerly Gravitas International Inc.) (A Development Stage Company)
as of December 31, 2008 and 2007, and the related statements of
operations, stockholders' equity (deficit) and cash flows for the
years ended December 31, 2008 and 2007and since inception on April 10,
1991 through December 31, 2008. These financial statements are the
responsibility of the Company's management.  Our responsibility is
to express an opinion on these financial statements based on our audits.

We conduct our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for
our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Formcap Corp. (formerly
Gravitas International Inc.) (A Development Stage Company) as of December 31,
2008 and 2007, and the related statements of operations, stockholders' equity
(deficit) and cash flows for the years ended December 31, 2008 and 2007and
since inception on April 10, 1991 through December 31, 2008, in conformity
with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 1 to the
financial statements, the Company has an accumulated deficit of $7,228,374,
which raises substantial doubt about its ability to continue as a going
concern.  Management's plans concerning these matters are also described in
Note 1.  The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


/s/ Seale and Beers, CPAs

Seale and Beers, CPAs
Las Vegas, Nevada
October 27, 2009


50 South Jones Blvd., Suite 202 las Vegas, NV 89107 Phone (888)727-8251
Fax: (888)782-2351





			16





FORMCAP CORP
(FORMERLY : GRAVITAS INTERNATIONAL, INC.)
(a development stage company)
Balance Sheets As At December 31, 2008 and 2007
(U.S. Dollars )
(Audited)

						2008	   2007

Assets
 Current Assets
  Cash 					$        331       2,748
  Prepaid Expenses                	          -        2,700
   					     --------------------
Total Assets				$        331       5,448
					     --------------------

Liabilities
 Current Liabilities
  Accrued liabilities       		      12,300       4,500
  Related party accounts   (Note 4 )    $    741,253     654,012
  Royalty and license
  fees payable            (Note 5)           135,000     135,000
					    --------------------
Total Liabilities 		        $    888,553     793,512
				            --------------------

Stockholders' Equity (Deficit)
 Preferred stock, $0.001 par value
  Aurhorized 50,000,000 shares         	         -           -
 Common stock, $0.001 par value
  Authorized 200,000,000 shares
  160,998,607 shares issued and
  outstanding at December 31, 2008
  and 160,498,607 shares issued
  and outstanding at December 31, 2007  $    160,999     160,499
 Subscription notes receivable              (150,000)   (150,000)
 Additional paid-in capital                6,329,153   6,324,653
 Accumulated deficit                      (7,228,374) (7,123,216)
					   ---------------------
Total Stockholders' Equity (Deficit)    $   (888,222)   (788,064)
				           ---------------------

Total Liabilities and Stockholders'
(Deficit)  				$        331       5,448
					   ---------------------

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


			17



FORMCAP CORP
(FORMERLY : GRAVITAS INTERNATIONAL, INC.)
(a development stage company)
Statements Of Operations For The Year Ended December 31, 2008 and 2007
and for the period April 10, 1991 (Inception) to December 31, 2008
(U.S. Dollars )
(Audited)

					ended	 ended	 April 10, 1991
				         Year     Year      Inception
					Dec 31,  Dec 31,    to Dec 31,
					 2008     2007         2008

Revenue          			  -        -          321,889
Cost of sale                		  -        -          352,683
				     --------------------------------
Gross profit        			  -        -          (30,794)

Expenses
 General and administrative 	  $      348      626       4,509,443
 Consulting fees         	      60,000   15,000          75,000
 Transfer agent fees      	       2,549    5,143           7,693
 Filing fees        		       1,929    4,914           7,393
 Exchange gain/loss   			 749     (88)             661
 Legal fees          		       6,583    1,500           8,083
 Accounting fees       		      24,000    6,000          30,000
 Audit fees       		       9,000    4,500          13,500
 Research and development                 -        -          213,374
 Write off of notes receivable            -        -          201,152
 Write off of acquisition deposit         -        -          412,672
 Loss on sale of notes receivable         -        -          109,118
 Write off of prepaid licenses            -        -          103,753
 Inventory write off                      -        -           15,226
 Depreciation and armortization           -        -          153,432
 Royalty and licenses fee                 -        -          349,632
 				     --------------------------------
Total operating expenses 	  $  105,158   37,595       6,210,132

Operating loss    		    (105,158) (37,595)     (6,240,926)

Other Income (Expenses)
 Gain on settlement of debt               -        -           65,945
 Non cash financing expense               -        -         (222,697)
 Write off capital assets                 -        -          (95,105)
 Write off proprietary technology         -        -         (109,180)
 Other					  -        -         (246,749)
 Interest				  -        -         (379,662)

Total other income (expenses)             -        -         (987,448)
				     --------------------------------
Net loss for the year 		  $ (105,158) (37,595)     (7,228,374)
				     --------------------------------
Net loss per Common Share - Basic and
Diluted 			       (0.00)   (0.00)

Weighted average number of shares
outstanding 			  160,828,744  33,404,758


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




			18




FORMCAP CORP
(FORMERLY : GRAVITAS INTERNATIONAL, INC.)
(a development stage company)
Statements of Stockholders' Equity (Deficit)
For the period from inception (April 10, 1991) to December 31, 2008
(U.S. Dollars )
(Audited)

						Additional		Total
		Preferred	 Common           Paid-In    Accum. Stockholders'
		 Shares   Amount  Shares  Amount  Capital   Deficit    Equity

Balance
Dec 31,
1991		    -	     -      -       -         -        -          -
Balance
Dec 31,
1992		    -        -      -       -         -        -          -
Balance
Dec 31,
1993		    -        -      -       -         -        -          -
Net loss
for the year                                                 (5,000)    (5,000)
		--------------------------------------------------------------
Balance
Dec 31,
1994                -        -      -       -         -      (5,000)    (5,000)
Balance
Dec 31,
1995		    -        -      -       -         -        -          -
Balance
Dec 31,
1996		    -        -      -       -         -        -          -
Balance
Dec 31,
1997		    -        -      -       -         -        -          -
Issued for
service
rendered            -        -      334     -      5,000      -         5,000
Net loss
for the year   					             (33,441)  (33,441)
		---------------------------------------------------------------
Balance
Dec 31,
1998                -        -      334     -      5,000     (38,441)  (33,441)
Preferred
shares
for cash       300,000    3,000                                          3,000
Common
shares
for cash            -        -    2,969     3    673,048               673,051
Common
shares
for cash                             13     -     47,500                47,500
Common
shares
for cash            -        -      117     -         23                    23
Net loss
for the year 						   (705,213)  (705,213)
                ---------------------------------------------------------------
Balance
Dec 31,
1999           300,000   3,000    3,433      3    725,571  (743,654)   (15,080)
Common
shares
for cash                            248     -     150,000              150,000
Common
shares for
debt settlement                     810      1    735,628              735,629
Common
shares
for services                        104     -     115,000              115,000
Common
shares
for cash  			  1,460      2    629,998	       630,000
Common
shares
subscribed  		            975      1        193      (194)       -
Net loss
for the year 						 (1,361,851)(1,361,851)
                --------------------------------------------------------------
Balance
Dec 31,
2000 		300,000  3,000    7,030      7  2,356,390(2,105,699)   253,698
Common
shares
for cash                         65,070     65  1,300,935            1,301,000
Common
shares
issued
through
preferred
shares
conversion     (300,000)(3,000)   1,000      1      2,999                  -
Common
shares
for services                                       47,269               47,269
Common
shares
issued in
acquisition                       2,500      3    184,997              185,000
Net loss
for the year  						 (1,980,176) (1,980,176)
		  -------------------------------------------------------------
Balance
Dec 31,
2001               -       -     75,600     76  3,892,590(4,085,875)   (193,209)


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


				21



					    Additional		      Total
				             Paid-In     Accum.    Stockholders'
			  Shares   Amount    Capital     Deficit      Equity

Bal Dec 31, 2001          75,600       76  3,892,590  (4,085,875)    (193,209)
Shares issued
for private placement      4,341        4    235,996                  236,000
Shares issued
for exercise of options    2,500        2    249,998                  250,000
Stock option compensation                    305,788                  305,788
Foreign currency translation                                          (12,008)
Net loss for the year 		         	       (1,587,454) (1,587,454)
                       -------------------------------------------------------
Bal Dec 31, 2002          82,441       82  4,684,372   (5,673,329) (1,000,883)
Shares issued
for private placement        545        1     16,329                   16,330
Shares issued, services    1,000        1     31,999                   32,000
Shares issued
for debt settlement       36,464       36    728,631                  728,667
Stock options
granted for services                           9,897                    9,897
Stock options granted
for debt settlement             	     421,417                  421,417
Stock option compensation                    134,167                  134,167
Foreign currency translation                                         (108,806)
Net loss for the year 				       (1,306,182) (1,185,368)
                      --------------------------------------------------------
Bal Dec 31, 2003         120,450      120  6,026,812   (6,979,511)   (952,579)
Shares issued
for debt settlement          750        1     49,999                   50,000
Shares issued
for professional fees      4,100        4 	 816		          820
Shares to balance    				 400                      400
Net loss for the year 				          (86,485)    (86,485)
		        ------------------------------------------------------
Bal Dec 31, 2004         125,300      125  6,078,027   (7,065,996)   (987,844)
stock option exercised    38,307       39        (39)			   -
Shares issued
for debt settlement       50,000       50     99,950                  100,000
Net loss for the year      			          (12,197)    (12,197)
		        ------------------------------------------------------
Balance Dec 31, 2005     213,607      214  6,177,938   (7,078,193)   (900,041)
Net loss for the year        				   (7,428)     (7,428)
			------------------------------------------------------
Balance Dec 31, 2006     213,607      214  6,177,938   (7,085,621)   (907,469)
Shares issued for debt
settlement,
Aug 30 @ $0.001          285,000      285     56,715                   57,000
Shares issued for
cash, Oct 16
at $0.001 	     150,000,000  150,000			       150,000
Subscription notes
receivable 			 (150,000)			      (150,000)
Shares issued for debt
Oct 24 at $0.01       10,000,000   10,000     90,000		       100,000
Net Loss for the year					   (37,595)    (37,595)
		        ------------------------------------------------------
Bal Dec 31, 2007 160,498,607   10,499  6,324,653   (7,123,216)   (788,064)
Shares issued for
cash, May 5 at $0.01     500,000      500      4,500                    5,000
Net loss for the year      				 (105,158)   (105,158)
			------------------------------------------------------
Balance Dec 31, 2008 160,998,607   10,999  6,329,153   (7,228,374)   (888,222)







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


				23





FORMCAP CORP
(FORMERLY : GRAVITAS INTERNATIONAL, INC.)
(a development stage company)
Statements Of Cash Flows For The Year Ended December 31, 2008 and 2007
and for the period April 10, 1991 (Inception) to December 31, 2008
(U.S. Dollars )
(Audited)

					   Year	    Year 	Inception
					   ended    ended     April 10, 1991
					  Dec 31,   Dec 31,	to Dec 31,
					   2008      2007         2008

Cash Flows (Used In) Provided By :

Operating Activities
 Net Loss 			    $   (105,158)   (37,595)     (7,228,374)

Adjustments to reconcile net loss to
net cash used in operating activities
 Amortization					                    277,322
 Interest expense in connection with
 induced conversion				                    262,032
 Accrued interest converted to equity		                     16,348
 Amortization of deferred finance charges	                      1,364
 Gain / loss in exchange			                   (120,814)
 Write off on notes receivable   		                    201,152
 Gain on settlement of license payabl		                    (65,000)
 Write off acquisition deposit			                    412,672
 Impairment write off					            281,938
 Loss on sale of notes receivable		                    109,118
 Write off of prepaid licenses			                    103,753
 Write off of inventory				                     66,200
 Stock options issued for services		                    509,977

Changes in assets and liabilities
 Accounts receivable				                      3,203
 Inventories					                    (66,200)
 Prepaid expenses and other
 current assets         		   2,700      (2,700)      (109,531)
 Prepaid royalties					            (99,980)
 Accounts payable
 and accrued liabilities         	  12,300     (92,939)      (100,584)
 Royalty and license fees    		         		    196,765
 Related party payables                   82,741     (21,260)       491,191
 				        -----------------------------------
 Net cash used in operating activities    (7,417)   (154,494)    (4,857,448)
					-----------------------------------
Investing Activities
 Acquisition deposits					           (431,000)
 Principal payments on notes receivable			             44,117
 Notes receivable advances			                   (701,152)
 Proceeds from sale of notes receivable			            350,000
 Loan from shareholders				                    600,000
 Principal payments on loan from shareholders		           (600,000)
 Purchase of capital assets			                   (104,880)
 Capitalized software expenditures		                   (135,181)
 					-----------------------------------
 Net cash used in investing activities       -           -         (978,096)
					-----------------------------------
Financing Activities
 Advances from related parties				            569,529
 Stock issued for debt settlement       	      157,000     1,458,304
 Proceeds from long-term obligations		                    361,800
 Proceeds from sale of preferred stock		                      3,000
 Promissory for issuance of stock      		     (150,000)     (150,000)
 Proceeds from sale of common stock
 and stock options         		   5,000      150,000     3,593,242
 					-----------------------------------
 Net cash provided by
 financing activities       		   5,000      157,000     5,835,875
					-----------------------------------

Increase/ (Decrease) in Cash              (2,417)       2,506           331

Cash, beginning				   2,748	  242		331
  					-----------------------------------
Cash, ending			   $         331        2,748           331
					-----------------------------------




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




					25





FORMCAP CORP.
(FORMERLY : GRAVITAS INTERNATIONAL, INC.)
(a development stage company)
Notes To The Financial Statements
December 31, 2008
(U.S. Dollars )
(Audited)

Note 1. General Organization And Business

FormCap Corp. (the "Company" or "FormCap") was
incorporated in the State of Florida on April 10, 1991,
under the name of Aarden-Bryn Enterprises, Inc. The
Company become a foreign registrant in the State of
Nevada on December 24, 1998, and became qualified to
transact business in the State of Nevada.

Since its incorporation, the Company has changed its
name several times. On August 27, 1998 the Company
changed its name to Corbett's Cool Clear WTAA, Inc., on
September 24, 1999 to WTAA International, Inc., on
December 6, 2001 to Gravitas International, Inc., and
finally to its current name, FormCap Corp. on October
12, 2007.

On September 18, 2007, the Company merged the Florida
jurisdiction and the Nevada jurisdiction into one Nevada
jurisdiction.

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, 2008, the
Company had not yet achieved profitable operations, has
accumulated losses of $7,228,374 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.

			26


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 parties advances, however there is no
assurance that this additional funding is adequate and
further funding may be necessary.

Note 2.  Significant Accounting Policies

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.

The financial statements have, in management's opinion,
been properly prepared within the framework of the
significant accounting policies summarized below:

(a)	Development Stage Company

The Company is a development stage company as defined in
the Statements of Financial Accounting Standards ("SFAS")
No. 7. 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 development stage activities.

(b)	Financial Instruments

The carrying values of cash, accounts receivable,
accounts payable, promissory notes payable and due to
related parties approximate fair value because of the
short-term nature of these instruments. Management is of
the opinion that the Company is not exposed to
significant interest, currency or credit risks arising
from these financial instruments.


			27



(c)	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 officers and directors of the Company based
upon other sales and issuances of the Company's common
stock within the same general time period.

(d)	Stock-based Compensation

	In December 2004, the Financial Accounting Standards
Board issued FAS 123R "Share-Based Payment", a revision
to FAS 123. FAS 123R replaces existing requirements under
FAS 123 and APB 25, and 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.
FAS 123R 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, FAS 123R is effective for interim or annual
periods beginning after December 15, 2005. The Company
adopted FAS 123R on October 1, 2007.

(e)	Foreign Currency Translation

The Company translates foreign currency transactions and
balances to its reporting currency, United States
Dollars, in accordance with SFAS No. 52, "Foreign
Currency Translation". 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.



			28



(f)	Basic and Diluted Loss Per Share

The Company computes net loss per share in accordance
with SFAS No. 128, "Earnings per Share". SFAS 128
requires presentation of both basic and diluted earnings
per share ("EPS") on the face of the income statement.
Basic loss per share is computed by dividing the net loss
available to common shareholders by the weighted average
number of common shares outstanding during the year.
Diluted EPS gives effect to all dilative potential common
shares outstanding during the year including stock
options, using the treasury stock method, and convertible
preferred stock, using the if-converted method. In
computing diluted EPS, the average stock price for the
year is used in determining the number of shares assumed
to be purchased from the exercise of stock options or
warrants. Diluted EPS excludes all dilative potential
common shares if their effect is anti dilative.

(g)	Income Taxes

The Company follows SFAS no. 109, "Accounting for Income
Taxes" which requires the use of the asset and liability
method of accounting for income taxes. Under the asset
and liability method of SFAS 109, deferred tax assets and
liabilities are recognized for future tax consequences
attributable to temporary differences between the
financial statements carry amounts of existing assets and
liabilities and loss carry forwards and their respective
tax rates expected to apply to taxable income in the year
in which those temporary differences are expected to be
recovered or settled.

(h) Recently Issued Accounting Pronouncements
In May 2008, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting
Standards ("SFAS") No. 162, The Hierarchy of Generally
Accepted Accounting Principles. SFAS No. 162 identifies
the sources of accounting principles and the framework
for selecting the principles that are presented in
conformity with generally accepted accounting principles
in the United States. SFAS No. 162 is effective 60 days
following the Securities and Exchange Commission's


			29


approval of the Public Company Accounting Oversight Board
amendments to AU Section 411, The Meaning of Present
Fairly in Conformity with Generally Accepted Accounting
Principles. The Company does not believe SFAS No. 162
will have a material impact on its financial statements.
In March 2008, the FASB issued SFAS No. 161, Disclosure
about Derivative Instruments and Hedging Activities, an
amendment of FASB Statement No. 133. SFAS No. 161 changes
the disclosure requirements for derivative instruments
and hedging activities. Entities are required to provide
enhanced disclosures about (a) how and why an entity uses
derivative instruments, (b) how derivative instruments
and related hedged items are accounted for under
Statement No. 133 and its related interpretations and (c)
how derivative instruments and related hedged items
affect an entity's financial position, financial
performance and cash flows. SFAS No. 161 is effective for
financial statements issued for fiscal years and interim
periods beginning after November 15, 2008, with early
application encouraged. The Company does not believe SFAS
No. 161 will have a material impact on its financial
statements.

In December 2007, the FASB issued SFAS No. 141(R),
Business Combinations. SFAS No. 141(R) retains the
fundamental requirements in SFAS No. 141, Business
Combinations, that the acquisition method of accounting
be used for all business combinations and for an acquirer
to be identified for each business combination. SFAS No.
141(R) requires an acquirer to recognize the assets
acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree at the acquisition date,
measured at their fair values as of that date, with
limited exceptions specified in SFAS No. 141(R). In
addition, SFAS No. 141(R) requires acquisition costs and
restructuring costs that the acquirer expected but was
not obligated to incur to be recognized separately from
the business combination, therefore, expensed instead of
part of the purchase price allocation. SFAS No. 141(R)
will be applied prospectively to business combinations
for which the acquisition date is on or after the
beginning of the first annual reporting period beginning
on or after December 15, 2008. Early adoption is
prohibited. The Company expects to adopt SFAS No. 141(R)

			30


to any business combinations with an acquisition date on
or after January 1, 2009. The Company does not believe
SFAS No. 141(R) will have a material impact on its
financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair
Value Option for Financial Assets and Financial
Liabilities. SFAS No. 159 permits an entity to irrevocably
elect fair value on a contract-by-contract basis as the
initial and subsequent measurement attribute for many
financial assets and liabilities and certain other items
including insurance contracts. Entities electing the fair
value option would be required to recognize changes in
fair value in earnings and to expense upfront cost and
fees associated with the item for which the fair value
option is elected. SFAS No. 159 is effective for fiscal
years beginning after November 15, 2007. Early adoption is
permitted as of the beginning of a fiscal year that begins
on or before November 15, 2007, provided the entity also
elects to apply the provisions of SFAS No. 157, Fair Value
Measurements. The Company does not expect the adoption of
SFAS No. 159 to have a material impact on its financial
condition or results of operations.

Note 3. Common Stock

For the Year Ended December 31, 2008

On May 5, 2008, 500,000 common shares at $0.01 were issued
for cash to related parties of the company.

For the Year Ended December 31, 2007

On August 30, 2007, $57,000 of related parties debt of the
Company was settled through the issuance of 57,000,000
common restrictive shares in accordance to Rule 144 under
the Securities Act of 1933.

On October 1, 2007, Presidents Corporate Group Inc. and
FormCap Corp. signed a consulting services agreement for a
five year term. Upon satisfactory performance of the
consultant at the end of the five years term, the
consultant will be granted a Bonus of 100,000 shares of the
company's stock. Additional, the consultant will be granted
stock option for 100,000 shares for which a strike price
has not yet been determined. As no strike price has been
determined, the options have no intrinsic value.

On October 12, 2007, the Company had authorized a reverse
stock split of 200 to 1 for all of the issued and
outstanding common stock.


			31


On October 16, 2007, the Company issued 150,000,000 shares
at $0.001 for $150,000 based upon promissory notes for the
amount.

On October 24, 2007, $100,000 of related parties debt of
the Company was settled through the issuance of 10,000,000
common restrictive shares in accordance to Rule 144 under
the Securities Act of 1933.

Note 4. Related Party Accounts

On December 31, 2008, $741,253 was due to several
individuals and corporations related to the Company.
These amounts bear no interest and are due on demand, the
Company recorded no imputed interest on these borrowings.

Note 5. Royalty and License Fees Payable

The Company had $135,000 in outstanding license fees
payable as at December 31, 2007 and 2008 and is in default
in these agreements on December 31, 2002. The Company is
is no longer in this line of business and since no legal
action was taken against the company, the company is
considering of writing off the stated amount in November
2009.

Note 6. Income Taxes

The Company provides for income taxes under Statement of
Financial Accounting Standards No. 109, Accounting for
Income Taxes. SFAS No. 109 requires the use of an asset
and liability approach in accounting for income taxes.
Deferred tax assets and liabilities are recorded based on
the differences between the financial statement and tax
bases of assets and liabilities and the tax rates in
effect currently.

The company has fully impaired any deferred tax asset due to
the improbability of future taxable earnings.

			32


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, 2008, are 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, 2008. We carried out
this assessment using the criteria of the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control-Integrated Framework.


			33



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 permit us to provide only
management's report in this annual report. Management
concluded in this assessment that as of December 31, 2008, our
internal control over financial reporting is effective.
There have been no changes in our internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-
15(f) under the Exchange Act) during the fourth quarter of our
2009 fiscal year that have materially affected, or are
reasonably likely to materially affect, our internal control
over financial reporting.

Item 9B. Other Information.

None.


PART III

Item 10.  Directors, Executive Officers, Promoters, Control
Persons and Corporate Governance.

Directors and Executive Officers

The following table furnishes the information concerning
Company directors and officers as of the date of this report.
The directors of the Registrant are elected every year and
serve until their successors are elected and qualify. They
are:

	Name				Title

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.


			34


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 June 30, 2009, the
number of shares of Common Stock owned of record and
beneficially by executive officers, directors and persons who
holds 5% or more of the outstanding Common Stock of the
company. Also included are the shares held by all executive
officers and directors as a group.


As of June 30, 2009, there were 41,198,607 shares of common
stock outstanding.

				Amount and Nature
Name and			 of Beneficial		Percentage
Address				   Ownership		 of class

Graham Douglas			 1,100,000		2.67
Condominium 6
118 Calle Hortencia
Col Amapas,
Puerto Vallarta,
Mexico 48380

Ecom Capital Corp.		30,000,000		72.82
1407 Edificio
Century Tower
Avenue Ricardo J. Alvaro,
Tumba Muerto,
Panama, Republic of Panama


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

None

			35


Item 14.  Principal Accountant Fees and Services.


Audit Fees .  Audit fees expected to be billed to us by for
the audit of financial statements included in our Annual
Reports on Form 10-K for the years ended December 31, 2008 and
2007 are approximately $9,000 and $4,500, respectively. These
fees include auditing fees and review of quarterly financial
statements for the fiscal years ended December 31, 2008 and
2007 respectively.



			36




Item 6.  Exhibits

31.1  Certification of the Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

31.2  Certification of the Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

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

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

SIGNATURES

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

Dated:  October 27, 2009
                                   FORMCAP CORP.

      				By: /S/ Graham Douglas
				---------------------
       				    Graham Douglas
                                    Chief Executive Officer
                                     & Director



      				By: /S/ Michael Lee
				-------------------
				    Michael lee
				Chief Accounting Officer






			37






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, Graham Douglas, 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.


			38


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 : October 27, 2009        Signature : /s/   Graham Douglas
                                        --------------------
                                               Graham Douglas
                             Director and Chief Executive Officer





			39



Exhibit 31.02

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT AND
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Lee,  Chief Accounting Officer of FormCap Corp.
 certify that :

1. I have reviewed this 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.


			40


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 : October 27, 2009        Signature : /s/   Michael Lee
                                     ------------------------
                                             Michael Lee
                                      Chief Accounting Officer





			41



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/A for the year ended December 31,
2008 as filed with the Securities and Exchange Commission on the
date hereof (the "Report"),

I, Graham Douglas, Chief Executive Officer of the  Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted  pursuant
to Section 906 of the  Sarbanes-Oxley Act of 2002, that to the
best of my knowledge:

   (1) The Report fully complies with the  requirements of
section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and

   (2) The  information  contained in the Report  fairly
presents,  in all material  respects,  the  financial  condition
and result of  operations of the Company.

                               /s/ Graham Douglas
                             ----------------------
                                 Graham Douglas
                           Chief Executive Officer

October 27, 2009






			42





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/A for the year ended December 31,
2008 as filed with the Securities and Exchange Commission on
the date hereof (the "Report"),

I, Michael Lee, Chief Accounting Officer of the  Company,
certify,  pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002,
that to the best of my knowledge:

   (1) The Report fully complies with the  requirements of
section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

   (2) The  information  contained in the Report  fairly
presents,  in all material  respects,  the  financial
condition  and result of  operations of the Company.

                            /s/ Michael Lee
                              -------------
                               Michael Lee
                          Chief Accounting Officer
October 27, 2009










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