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 September 30, 2022

 

☐

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, Suite 200, Salt Lake City, Utah (Address of principal executive offices)	84106 (Zip code)

[phone]

(Registrant’s telephone number, including area code)

 

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

 

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

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☑ No ☐

 

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 ☑

Accelerated filer ☐ Smaller reporting company ☑ Emerging growth 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 November 3, 2022 was 6,150,000.

 

TABLE OF CONTENTS

 

	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Condensed Balance Sheets (Unaudited)	4
	Condensed Statements of Operations (Unaudited)	5
	Condensed Statements of Stockholders' Deficit (Unaudited)	6
	Condensed Statements of Cash Flows (Unaudited)	7
	Condensed Notes to the Unaudited Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	12
Item 4.	Controls and Procedures	12
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	13
Item 1a.	Risk Factors Information	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3.	Defaults Upon Senior Securities	13
Item 4.	Mine Safety Disclosures	13
Item 5.	Other Information	13
Item 6.	Exhibits	13
Signatures		14

 

 

 

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

 

 

CANCER CAPITAL CORP.

 

Condensed Financial Statements

 

September 30, 2022

 

(Unaudited)

 

3

 

Cancer Capital Corp.

Condensed Balance Sheets

(Unaudited)

		SEPT 30, 2022				DEC 31, 2021
ASSETS
CURRENT ASSETS
Cash		$	21,854			$	62
Total current assets			21,854				62
TOTAL ASSETS		$	21,854			$	62
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable – related party		$	10,500			$	6,000
Notes payable – related party			149,125				145,125
Notes payable			125,275				97,275
Accrued interest – related party			74,698				65,950
Accrued interest			62,041				54,844
Total current liabilities			421,639				369,194
Total liabilities			421,639				369,194
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			(452,985	)			(422,332	)
Total stockholders' deficit			(399,785	)			(369,132	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	21,854			$	62

 

 

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

 

4

 

Cancer Capital Corp.

Condensed Statements of Operations

(Unaudited)

		FOR THE THREE MONTHS ENDED SEPT 30, 2022				FOR THE THREE MONTHS ENDED SEPT 30, 2021				FOR THE NINE MONTHS ENDED SEPT 30, 2022				FOR THE NINE MONTHS ENDED SEPT 30, 2021
Revenues		$	—			$	—			$	—			$	—
Operating expenses
General and administrative			2,749				6,315				14,709				15,515
Total operating expenses			2,749				6,315				14,709				15,515
Loss from operations			(2,749	)			(6,315	)			(14,709	)			(15,515	)
Other expense
Interest expense – related party			(2,942	)			(2,783	)			(8,747	)			(8,349	)
Interest expense			(2,506	)			(1,880	)			(7,197	)			(5,380	)
Total other expense			(5,448	)			(4,663	)			(15,944	)			(13,729	)
Loss before income taxes			(8,197	)			(10,978	)			(30,653	)			(29,244	)
Income tax expense			—				—				—				—
Net loss		$	(8,197	)		$	(10,978	)		$	(30,653	)		$	(29,244	)
Net loss per share – Basic and diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average shares outstanding – Basic and diluted			6,150,000				6,150,000				6,150,000				6,150,000

 

 

 

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

 

5

 

Cancer Capital Corp.

Condensed Statements of Stockholders’ Deficit

For the three and nine months ended Sept 30, 2022 and 2021

(Unaudited) 

										Additional								Total
		Common Stock								Paid-in				Accumulated				Stockholders’
		Shares				Amount				Capital				Deficit				Deficit
Balance – December 31, 2020			6,150,000				6,150			$	47,050			$	(385,540	)		$	(332,340	)
Net loss for the three months ended March, 2021			—				—				—				(9,894	)			(9,894	)
Balance – March 31, 2021			6,150,000				6,150			$	47,050			$	(395,434	)		$	(342,234	)
Net loss for the three months ended June 30, 2021			—				—				—				(8,372	)			(8,372	)
Balance -- June 30, 2021			6,150,000				6,150			$	47,050			$	(403,806	)		$	(350,606	)
Net loss for the three months ended Sept. 30, 2021			—				—				—				(10,978	)			(10,978	)
Balance -- September 30, 2021			6,150,000				6,150			$	47,050			$	(414,784	)		$	(361,584	)
Balance – December 31, 2021			6,150,000				6,150			$	47,050			$	(422,332	)		$	(369,132	)
Net loss for the three months ended March 31, 2022			—				—				—				(14,198	)			(14,198	)
Balance – March 31, 2022			6,150,000				6,150			$	47,050			$	(436,530	)		$	(383,330	)
Net loss for the three months ended June 30, 2022			—				—				—				(8,258	)			(8,258	)
Balance – June. 30, 2022			6,150,000				6,150			$	47,050			$	(444,788	)		$	(391,588	)
Net loss for the three months ended Sept. 30, 2022			—				—				—				(8,197	)			(8,197	)
Balance -- September 30, 2022			6,150,000				6,150			$	47,050			$	(452,985	)		$	(399,785	)

 

 

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

 

6

 

Cancer Capital Corp.

Condensed Statements of Cash Flows

(Unaudited)

		FOR THE NINE MONTHS ENDED SEPT 30, 2022				FOR THE NINE MONTHS ENDED SEPT 30, 2021
Cash Flows from Operating Activities
Net Loss		$	(30,653	)		$	(29,244	)
Adjustment to reconcile net loss to cash used by operating activities:
Expenses paid by related party			4,500				4,500
Changes in operating assets and liabilities:
Increase in accrued interest – related party			8,748				8,349
Increase in accrued interest			7,197				5,380
Net cash used by operating activities			(10,208	)			(11,015	)
Cash Flows from Investing Activities
Net cash provided by investing activities			—				—
Cash Flows from Financing Activities
Proceeds from notes payable			28,000				11,700
Proceeds from notes payable – related party			4,000				—
Net cash provided by financing activities			32,000				11,700
Increase in cash			21,792				685
Cash at beginning of period			62				698
Cash at end of period		$	21,854			$	1,383
Supplemental Cash Flow Information:
Cash paid for interest		$	—			$	—
Cash paid for income taxes		$	—			$	—

 

 

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

 

7

 

Cancer Capital Corp.

Notes to the Condensed Financial Statements

(Unaudited)

September 30, 2022

 

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 United States 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, 2021 Annual Report on Form 10-K. Operating results for the nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for year ending December 31, 2022.

 

 

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.

 

The COVID-19 pandemic could have an impact on our ability to obtain financing to fund our operations. The Company is unable to predict the ultimate impact at this time.

 

 

NOTE 3 – RELATED PARTY TRANSACTIONS

 

During the nine months ended September 30, 2022 and 2021, a shareholder invoiced the Company for consulting, administrative and professional services and out-of-pocket costs provided or paid on behalf of the Company totaling $4,500 and 4,500, respectively, resulting in the Company owing the shareholder $10,500 and $6,000 at September 30, 2022 and December 31, 2021, respectively.

 

During the nine months ended September 30, 2022 and 2021, a shareholder loaned the Company $4,000 and $0, respectively. The notes bear interest at 8% and are due on demand. Notes payable – related party at September 30, 2022 and December 31, 2021 were $149,125 and $145,125, respectively. Accrued interest at September 30, 2022 and December 31, 2021 was $74,698 and $65,950, respectively.

 

 

NOTE 4 – NOTES PAYABLE

 

During the nine months ended September 30, 2022 and 2021, the Company was loaned $28,000 and $11,700, respectively. The notes bear interest at 8% and are due on demand. Notes payable at September 30, 2022 and December 31, 2021 were $125,275 and $97,275, respectively. Accrued interest at September 30, 2022 and December 31, 2021 was $62,041 and $54,844, respectively.

 

 

NOTE 5 – 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.

 

8

 

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.

 

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

 

 

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

 

Executive Overview

 

We have not recorded revenues since inception 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 substantial doubt as to our ability to continue as a going concern. Our plan is to combine with an operating company to generate revenue. At this time management is unsure what effect the COVID-19 pandemic will have on our search for companies to combine with.

 

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 complete 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.

 

9

 

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 parties and third parties to provide and pay for professional and operational expenses. At September 30, 2022, we had $21,854 cash and at December 31, 2021, we had $62. This increase in cash is due to a third-party loan. At September 30, 2022, total liabilities increased to $421,639 compared to $369,194 at December 31, 2021. Total liabilities primarily represent an increase in accounts payable and accrued interest for all notes payable and notes payable-related party for cash advances, consulting services and professional services provided by or paid for by a stockholder (See “Commitments and Obligations,” below).

 

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.

 

Results of Operations

 

We did not record revenues in either 2022 or 2021. General and administrative expense for the nine months ended September 30, 2022 (“2022 nine-month period”) was $14,709 compared to $15,515 the nine months ended September 30, 2021 (“2021 nine-month period”). General and administrative expense for the three months ended September 30, 2022 (“2022 third quarter”) was $2,749 compared to $6,315 for the three months ended September 30, 2021 (“2021 third quarter”)

 

Total other expense increased to $15,944 for the 2022 nine-month period compared to $13,729 for the 2021 nine-month period. Total other expense increased to $5,448 for the 2022 third quarter compared to $4,663 for the 2021 third quarter. Total other expense represents interest expense related to notes payable and notes payable - related party.

 

Our net loss increased to $30,653 for the 2022 nine-month period compared to $29,244 for the 2021 nine-month period. Our net loss increased $8,197 for the 2022 third quarter compared to $10,978 for the 2021 third quarter. Management expects net losses to continue until we acquire or merge with a business opportunity.

 

10

 

Commitments and Obligations

 

At September 30, 2022, we reported notes payable totaling $125,275 with accrued interest of $62,041. The increase was due to receipt of a $28,000 loan from a third party during the 2022 first quarter. We recorded notes payable - related party totaling $149,125 with accrued interest of $74,698. All of the notes payable are non-collateralized, carry interest at 8% and are due on demand.

 

During the nine months ended September 30, 2022, a shareholder invoiced the Company for consulting, administrative and professional services and out-of-pocket costs provided or paid on behalf of the Company totaling $4,500 resulting in the Company owing the shareholder $10,500 at September 30, 2022.

 

As of September 30, 2022 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.

 

Emerging Growth Company

 

We qualify as an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). A company qualifies as an emerging growth company if it has total annual gross revenues of less than $1.07 billion during its most recently completed fiscal year and, as of December 8, 2011, had not sold common equity securities under a registration statement. Under the JOBS Act we are permitted to, and intend to, rely on exemptions from certain disclosure requirements.

 

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.

 

11

 

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 not effective 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 September 30, 2022 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 

12

 

PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

 

 

ITEM 1A.  RISK FACTORS

 

As a smaller reporting company, we are not required to provide the information required by this Item.

 

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

 

ITEM 5. OTHER INFORMATION

 

None.

 

 

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).1	Articles of Incorporation, dated April 11, 1997 (Incorporated by reference to exhibit 3.1 of the Form 10-SB, File No. 000-32363, filed February 20, 2001)
3(i).2	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

 

13

 

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: November 3, 2022

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

 

 

14