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, 2015
| ☐ | 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)
Nevada
(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) |
(801) 323-2395
(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 or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Non-accelerated filer ☐ |
Accelerated filer ☐
Smaller reporting company ☑ |
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 5, 2015 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 |
Signatures |
11 |
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CANCER CAPITAL CORP.
Financial Statements
June 30, 2015
(Unaudited)
Cancer Capital Corp.
Condensed Balance Sheets
| |
| |
|
| |
JUNE 30,
2015 | |
DEC 31,
2014 |
| |
(Unaudited) | |
|
| |
| |
|
ASSETS | |
| |
|
CURRENT ASSETS | |
| |
|
Cash | |
$ | 2,798 | | |
$ | 1,138 | |
Total current assets | |
| 2,798 | | |
| 1,138 | |
Total assets | |
$ | 2,798 | | |
$ | 1,138 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | |
| | | |
| | |
CURRENT LIABILITIES | |
| | | |
| | |
Accounts payable - related party | |
$ | 15,400 | | |
$ | 10,500 | |
Notes payable – related party | |
| 72,725 | | |
| 72,725 | |
Notes payable | |
| 71,075 | | |
| 64,525 | |
Accrued interest – related party | |
| 9,680 | | |
| 6,770 | |
Accrued interest | |
| 12,272 | | |
| 9,578 | |
Total current liabilities | |
| 181,152 | | |
| 164,098 | |
Total liabilities | |
| 181,152 | | |
| 164,098 | |
| |
| | | |
| | |
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 | |
| (231,554 | ) | |
| (216,160 | ) |
Total stockholders' deficit | |
| (178,354 | ) | |
| (162,960 | ) |
Total liabilities and stockholders' deficit | |
$ | 2,798 | | |
$ | 1,138 | |
The
accompany notes are an integral part of these financial statements.
Cancer Capital Corp.
Condensed Statements of Operations
(Unaudited)
| |
| |
| |
| |
|
| |
FOR THE THREE MONTHS ENDED JUNE 30, 2015 | |
FOR THE THREE MONTHS ENDED JUNE 30, 2014 | |
FOR THE SIX MONTHS ENDED JUNE 30, 2015 | |
FOR THE SIX MONTHS ENDED JUNE 30, 2014 |
| |
| |
| |
| |
|
Revenues | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | |
| |
| |
| |
| |
|
Expenses | |
| |
| |
| |
|
General and administrative | |
| 3,490 | | |
| 3,650 | | |
| 9,790 | | |
| 9,950 | |
Total expenses | |
| 3,490 | | |
| 3,650 | | |
| 9,790 | | |
| 9,950 | |
| |
| | | |
| | | |
| | | |
| | |
Net operating loss before other expense | |
| (3,490 | ) | |
| (3,650 | ) | |
| (9,790 | ) | |
| (9,950 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other income (expense), non-operating | |
| | | |
| | | |
| | | |
| | |
Interest expense – related party | |
| (1,455 | ) | |
| (1,060 | ) | |
| (2,910 | ) | |
| (2,120 | ) |
Interest expense | |
| (1,391 | ) | |
| (1,290 | ) | |
| (2,694 | ) | |
| (2,488 | ) |
Total other income (expense) | |
| (2,846 | ) | |
| (2,350 | ) | |
| (5,604 | ) | |
| (4,608 | ) |
| |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
Loss from operations before income taxes | |
| (6,336 | ) | |
| (6,000 | ) | |
| (15,394 | ) | |
| (14,558 | ) |
| |
| | | |
| | | |
| | | |
| | |
Income taxes | |
| — | | |
| — | | |
| — | | |
| — | |
| |
| | | |
| | | |
| | | |
| | |
Net loss | |
$ | (6,336 | ) | |
$ | (6,000 | ) | |
$ | (15,394 | ) | |
$ | (14,558 | ) |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted 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.
Cancer Capital Corp.
Condensed Statements of Cash Flows
(Unaudited)
| |
| |
|
| |
FOR SIX MONTHS ENDED JUNE 30, 2015 | |
FOR SIX MONTHS ENDED JUNE 30, 2014 |
| |
| | | |
| | |
Cash Flows from Operating Activities | |
| | | |
| | |
Net Loss | |
$ | (15,394 | ) | |
$ | (14,558 | ) |
Adjustment to reconcile net loss to cash provided (used) by operating activities: | |
| | | |
| | |
Expenses paid by related party | |
| 4,900 | | |
| 5,400 | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Increase (decrease) in accounts payable and accrued expenses | |
| | | |
| | |
Accrued interest – related party | |
| 2,910 | | |
| 2,120 | |
Accrued interest | |
| 2,694 | | |
| 2,488 | |
Net cash provided (used) by operating activities | |
| (4,890 | ) | |
| (4,550 | ) |
| |
| | | |
| | |
Cash Flows from Investing Activities | |
| | | |
| | |
Net cash provided by investing activities | |
| — | | |
| — | |
| |
| | | |
| | |
Cash Flows from Financing Activities | |
| | | |
| | |
Proceeds from advances and notes payable | |
| 6,550 | | |
| 4,300 | |
Net cash provided by financing activities | |
| 6,550 | | |
| 4,300 | |
| |
| | | |
| | |
Increase (decrease) in cash | |
| 1,660 | | |
| (250 | ) |
| |
| | | |
| | |
Cash and cash equivalents at beginning of period | |
| 1,138 | | |
| 3,387 | |
| |
| | | |
| | |
Cash and cash equivalents at end of period | |
$ | 2,798 | | |
$ | 3,137 | |
The accompany notes are an integral part of these
financial statements.
Cancer Capital Corp.
Notes to the Condensed Financial Statements
(Unaudited)
June 30, 2015
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, 2014
Annual Report on Form 10-K. Operating results for the six months ended June 30, 2015 are not necessarily indicative of the results
to be expected for year ending December 31, 2015.
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 - RECENT PRONOUNCEMENT
On June
10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic
915).Amongst other things, the amendments in this update removed the definition of development stage entity from
Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP.
In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information
on the statements of income, cash flows and shareholders’ equity, (2) label the financial statements as those of a development
stage entity; (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose
in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development
stage. The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting
periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period
for which the financial statements have yet to be issued. The Company has elected to early adopt these amendments and accordingly
have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information
on the respective financial statements.
NOTE 4 – 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.
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
parties to provide and pay for professional and operational expenses. At June 30, 2015 we had $2,798 cash compared to $1,138 at
December 31, 2014. At June 30, 2015 total liabilities increased to $181,152 compared to $164,098 at December 31, 2014. This increase
in total liabilities primarily represents an increase in notes payable, accrued interest, cash advances 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.
Results of Operations
We did not record revenues in either the 2015 or 2014 six month
periods. General and administrative expense decreased from $9,950 for the six month period ended June 30, 2014 compared to $9,790
for the six month period ended June 30, 2015. General and administrative expense decreased from $3,650 for the second quarter ended
June 30, 2014 compared to $3,490 for the second quarter ended June 30, 2015. The decrease in general and administrative expense
for the 2015 interim periods was primarily due to reduced consulting services and EDGAR filing fees.
Total other expense increased from $4,608 for the 2014 six month
period compared to $5,604 for the 2015 six month period and increased from $2,350 for the 2014 second quarter compared to $2,846
for the 2015 second quarter. Total other expense represents accrued interest related to notes payable.
Our net loss increased from $14,558 for the 2015 six month period
compared to $15,394 for the 2015 six month period and increased from $6,000 for the 2014 second quarter compared to $6,336 for
the 2015 second quarter. Management expects net losses to continue until we acquire or merge with a business opportunity.
Commitments and Obligations
At June 30, 2015 we recorded notes payable totaling $71,075 and
notes payable-related party of $72,725. All of the loans are non-collateralized, carry interest at 8% and are due on demand. During
the 2015 six month period we borrowed $6,550 from a third party and a stockholder provided or paid for consulting services and
professional services totaling $4,900.
As of June 30, 2015, 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
recently enacted 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 second 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.
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, 2015 that have materially affected or are reasonably likely
to materially affect our internal control over financial reporting.
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) |
Articles of Incorporation
(Incorporated by reference to exhibit 3.1 of Form 10-SB, File No. 000-32363, filed February 20, 2001) |
3(ii) |
Bylaws of Cancer Capital
(Incorporated by reference to exhibit 3.2 of Form 10-SB, File No. 000-32363, filed February 20, 2001) |
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 |
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.
|
|
CANCER CAPITAL CORP. |
|
|
|
|
|
|
Date: August 10, 2015 |
By: |
/s/John
W. Peters |
|
|
John W. Peters |
|
|
President and Director |
|
|
Principal Financial Officer |
11
Exhibit 31.1
PRINCIPAL EXECUTIVE OFFICER CERTIFICATION
I, John W. Peters, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Cancer Capital 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 statement made, in light of the circumstances under which 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(s) 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 purposes in accordance
with generally 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; and
| 5. | The registrant’s other certifying officer(s) 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 registrant’s board of directors (or
persons performing the equivalent function): |
(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, summarize 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.
Date: August 10, 2015 |
/s/ John W. Peters
John W. Peters
Principal Executive Officer |
Exhibit 31.2
PRINCIPAL FINANCIAL OFFICER CERTIFICATION
I, John W. Peters, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Cancer Capital 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 statement made, in light of the circumstances under which 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(s) 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 purposes in accordance
with generally 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; and
| 5. | The registrant’s other certifying officer(s) 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 registrant’s board of directors (or
persons performing the equivalent function): |
(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, summarize 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.
Date: August 10, 2015 |
/s/ John W. Peters
John W. Peters
Principal Financial Officer |
Exhibit 32.1
CANCER CAPITAL
CORP.
CERTIFICATION
OF PERIODIC REPORT
Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
18 U.S.C. Section
1350
The undersigned executive officer
of Cancer Capital Corp. certifies pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:
| a. | the quarterly
report on Form 10-Q of Cancer Capital Corp. for the quarter ended June 30, 2015 fully
complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and |
| b. | the information
contained in the Form 10-Q fairly presents, in all material respects, the financial condition
and results of operations of Cancer Capital Corp. |
Date: August 10,
2015 |
/s/ John W. Peters
John W. Peters
Principal Executive Officer
Principal Financial
Officer |
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