Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☑

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

 

For the quarterly period ended June 30, 2017

 

☐

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

 

For the transition period from ___ to ___

 

Commission file number: 000-32363

 

CANCER CAPITAL CORP.

(Exact name of registrant as specified in its charter)

 

Wyoming (State or other jurisdiction of incorporation or organization)	91-1803648 (I.R.S. Employer Identification No.)
2157 S. Lincoln Street, Salt Lake City, Utah (Address of principal executive offices)	84106 (Zip code)

 

[phone]

(Registrant’s telephone number, including area code)

 

The registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ 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 ☐ The registrant does not have a Web site.

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ Non-accelerated filer ☐ Emerging growth company ☑

Accelerated filer ☐ Smaller reporting company ☑

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☑ No ☐

 

The number of shares outstanding of the registrant’s common stock as of August 4, 2017 was 6,150,000.

 

 

TABLE OF CONTENTS

  

	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	2
	Condensed Balance Sheets (Unaudited)	3
	Condensed Statements of Operations (Unaudited)	4
	Condensed Statements of Cash Flows (Unaudited)	5
	Condensed Notes to the Unaudited Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	9
Item 4.	Controls and Procedures	9
	PART II – OTHER INFORMATION
Item 6.	Exhibits	10
Signature		11

 

 

 

 

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

 

 

CANCER CAPITAL CORP.

 

Condensed Financial Statements

 

June 30, 2017

 

(Unaudited)

 

 

2

 

Cancer Capital Corp.

Condensed Balance Sheets

(Unaudited)

 

		JUNE 30, 2017				DEC 31, 2016
ASSETS
CURRENT ASSETS
Cash		$	525			$	625
Total current assets			525				625
Total assets		$	525			$	625
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable - related party		$	10,500			$	6,900
Notes payable – related party			91,625				91,625
Notes payable			82,575				78,075
Accrued interest – related party			22,915				19,250
Accrued interest			24,305				21,143
Total current liabilities			231,920				216,993
Total liabilities			231,920				216,993
STOCKHOLDERS' DEFICIT
Common stock, $.001 par value; 20,000,000 shares authorized; 6,150,000 shares issued and outstanding			6,150				6,150
Additional paid-in capital			47,050				47,050
Accumulated deficit			(284,595	)			(269,568	)
Total stockholders' deficit			(231,395	)			(216,368	)
Total liabilities and stockholders' deficit		$	525			$	625

 

 

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

 

3

 

Cancer Capital Corp.

Condensed Statements of Operations

(Unaudited)

 

		FOR THE THREE MONTHS ENDED JUNE 30, 2017				FOR THE THREE MONTHS ENDED JUNE 30, 2016				FOR THE SIX MONTHS ENDED JUNE 30, 2017				FOR THE SIX MONTHS ENDED JUNE 30, 2016
Revenues		$	—			$	—			$	—			$	—
Expenses
General and administrative			2,550				2,973				8,200				8,473
Total expenses			2,550				2,973				8,200				8,473
Loss from operations before other expense			(2,550	)			(2,973	)			(8,200	)			(8,473	)
Other income (expense) non-operating
Interest expense – related party			(1,833	)			(1,665	)			(3,665	)			(3,330	)
Interest expense			(1,601	)			(1,501	)			(3,162	)			(2,922	)
Total other expense			(3,434	)			(3,166	)			(6,827	)			(6,252	)
Loss from operations before taxes			(5,984	)			(6,139	)			(15,027	)			(14,725	)
Taxes			—				—				—				—
Net loss		$	(5,984	)		$	(6,139	)		$	(15,027	)		$	(14,725	)
Net loss per share		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average shares outstanding			6,150,000				6,150,000				6,150,000				6,150,000

 

 

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

 

4

 

Cancer Capital Corp.

Condensed Statements of Cash Flows

(Unaudited)

 

		FOR THE SIX MONTHS ENDED JUNE 30, 2017				FOR THE SIX MONTHS ENDED JUNE 30, 2016
Cash Flows from Operating Activities
Net Loss		$	(15,027	)		$	(14,725	)
Adjustment to reconcile net loss to cash provided (used) by operating activities:
Expenses paid by related party			3,600				3,700
Changes in operating assets and liabilities:
Increase in accounts payable			—				800
Accrued interest – related party			3,665				3,330
Accrued interest			3,162				2,922
Net cash provided (used) by operating activities			(4,600	)			(3,973	)
Cash Flows from Investing Activities
Net cash provided by investing activities			—				—
Cash Flows from Financing Activities
Proceeds from advances and notes payable			4,500				4,000
Net cash provided by financing activities			4,500				4,000
Increase (decrease) in cash			(100	)			27
Cash and cash equivalents at beginning of year			625				598
Cash and cash equivalents at end of year		$	525			$	625

 

 

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

 

5

 

Cancer Capital Corp.

Notes to the Condensed Financial Statements

(Unaudited)

June 30, 2017

 

NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION

 

The accompanying unaudited condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed financial statements be read in conjunction with the Company’s audited financial statements and notes thereto included in its December 31, 2016 Annual Report on Form 10-K. Operating results for the six months ended June 30, 2017 are not necessarily indicative of the results to be expected for year ending December 31, 2017.

 

NOTE 2 – GOING CONCERN

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has limited assets, has incurred losses since inception, has negative cash flows from operations, and has no revenue-generating activities. Its activities have been limited for the past several years and it is dependent upon financing to continue operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. It is management’s plan to acquire or merge with other operating companies.

 

NOTE 3 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and has determined that there are no such events that would have a material impact on the financial statements.

 

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In this report references to “Cancer Capital,” “the Company,” “we,” “us,” and “our” refer to Cancer Capital Corp.

 

FORWARD LOOKING STATEMENTS

 

The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions. This report contains these types of statements. Words such as “may,” “intend,” “expect,” “believe,” “anticipate,” “estimate,” “project,” or “continue” or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Executive Overview

 

We have not recorded revenues for the past two fiscal years and we are dependent upon financing to continue basic operations. Management intends to rely upon advances or loans from management, significant stockholders or third parties to meet our cash requirements, but we have not entered into written agreements guaranteeing funds and, therefore, no one is obligated to provide funds to us in the future. These factors raise doubt as to our ability to continue as a going concern. Our plan is to combine with an operating company to generate revenue.

 

As of the date of this report, our management has not had any discussions with any representative of any other entity regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks. In addition, any business combination or transaction will likely result in a significant issuance of shares and substantial dilution to present stockholders of the Company.

 

We anticipate that the selection of a business opportunity will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of securities. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

 

If we obtain a business opportunity, then it may be necessary to raise additional capital. We anticipate that we will sell our common stock to raise this additional capital. We expect that we would issue such stock pursuant to exemptions to the registration requirements provided by federal and state securities laws. The purchasers and manner of issuance will be determined according to our financial needs and the available exemptions to the registration requirements of the Securities Act of 1933. We do not currently intend to make a public offering of our stock. We also note that if we issue more shares of our common stock, then our stockholders may experience dilution in the value per share of their common stock.

 

Liquidity and Capital Resources

 

We have not recorded revenues from operations since inception and we have not established an ongoing source of revenue sufficient to cover our operating costs. We have relied primarily upon related and third parties to provide and pay for professional and operational expenses. At June 30, 2017 we had $525 cash compared to $625 at December 31, 2016. At June 30, 2017 total liabilities increased to $231,920 compared to $216,993 at December 31, 2016. This increase in total liabilities primarily represents an increase in notes payable, accrued interest and accounts payable for consulting services and professional services provided by or paid for by a stockholder and third parties.

 

We intend to obtain capital from management, significant stockholders and/or third parties to cover minimal operations; however, there is no assurance that additional funding will be available. Our ability to continue as a going concern during the long term is dependent upon our ability to find a suitable business opportunity and acquire or enter into a merger with such company. The type of business opportunity with which we acquire or merge will affect our profitability for the long term.

 

During the next 12 months we anticipate incurring additional costs related to the filing of Exchange Act reports. We believe we will be able to meet these costs through funds provided by management, significant stockholders and/or third parties. We may also rely on the issuance of our common stock in lieu of cash to convert debt or pay for expenses.

 

7

 

Results of Operations

 

We did not record revenues in either 2017 or 2016. General and administrative expense decreased to $8,200 for the six months ended June 30, 2017 (“2017 six month period”) compared to $8,473 for the six months ended June 30, 2016 (“2016 six month period”). General and administrative expense decreased to $2,550 for the three months ended June 30, 2017 (“2017 second quarter”) compared to $2,973 for the three months ended June 30, 2016 (“2016 second quarter”).

 

Total other expense increased to $6,827 for the 2017 six month period compared to $6,252 for the 2016 six month period and increased to $3,434 for the 2017 second quarter compared to $3,166 for the 2016 second quarter. Total other expense represents accrued interest related to notes payable.

 

Our net loss increased to $15,027 for the 2017 six month period compared to $14,725 for the 2016 six month period and decreased to $5,984 for the 2017 second quarter compared to $6,139 for the 2016 second quarter. Management expects net losses to continue until we acquire or merge with a business opportunity.

 

Commitments and Obligations

 

At June 30, 2017 we recorded notes payable totaling $82,575 and notes payable-related party of $91,625. All of the notes payable are non-collateralized, carry interest at 8% and are due on demand. Total accrued interest as of June 30, 2017 on all notes payable was $47,220.

 

At June 30, 2017 accounts payable increased to $10,500. During the 2017 six month period a stockholder provided or paid for consulting services and professional services totaling $3,600.

 

As of June 30, 2017, two lenders represent in excess of 95% of our accounts and notes payable.

 

Off-Balance Sheet Arrangements

 

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

 

Critical Accounting Policies

 

We qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, among other things, we will not be required to:

 

•

Have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

 

•

Submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency”

 

•

Obtain shareholder approval of any golden parachute payments not previously approved; and

 

•

Disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executives compensation to median employee compensation.

 

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

 

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion; (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed third fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.

 

8

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable to smaller reporting companies.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC. This information is accumulated to allow our management to make timely decisions regarding required disclosure. Our President, who serves as our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report and he determined that our disclosure controls and procedures were ineffective due to a control deficiency. During the period we did not have additional personnel to allow segregation of duties to ensure the completeness or accuracy of our information. Due to the size and operations of the Company we are unable to remediate this deficiency until we acquire or merge with another company.

 

Changes to Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management conducted an evaluation of our internal control over financial reporting and determined that there were no changes made in our internal control over financial reporting during the quarter ended June 30, 2017 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 

 

9

 

PART II – OTHER INFORMATION

 

ITEM 6. EXHIBITS

 

Part I Exhibits

No.	Description
31.1	Principal Executive Officer Certification
31.2	Principal Financial Officer Certification
32.1	Section 1350 Certification

 

Part II Exhibits

No.	Description
3(i)	Wyoming Articles of Domestication for Cancer Capital, dated April 28, 2016 (Incorporated by reference to exhibit 3(i) to Form 10-Q, filed May 13, 2016)
3(ii)	Bylaws of Cancer Capital, dated May 2, 2016 (Incorporated by reference to exhibit 3(ii) to Form 10-Q, filed May 13, 2016)
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Calculation Linkbase Document
101.CAL	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Label Linkbase Document
101.PRE	XBRL Taxonomy Presentation Linkbase Document

 

10

 

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.

 

Date: August 8, 2017

CANCER CAPITAL CORP .   By:   /s/ John W. Peters           John W. Peters President and Director Principal Financial Officer

 

 

11