UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2013
| o | 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: 000-54847
C & C TOURS, INC.
(Exact name of registrant as specified in its charter)
| Wyoming | 87-0463118 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
2157 S. Lincoln Street, Salt Lake City, Utah | 84106 | |
| (Address of principal executive offices) | (Zip code) |
(801) 323-2395
(Registrant’s telephone number, including area code)
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 x No o
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 x No o 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 | o | Accelerated filer | o |
| Non-accelerated filer | o | Smaller reporting company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o
The number of shares outstanding of the registrant’s common stock as of October 30, 2013 was 2,937,000.
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
| Item 1. | Financial Statements | 3 | |||
| Condensed Balance Sheets | 4 | ||||
| Condensed Statements of Operations | 5 | ||||
| Condensed Statements of Cash Flows | 6 | ||||
| Notes to the Unaudited Condensed Financial Statements | 7 | ||||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 9 | |||
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 11 | |||
| Item 4. | Controls and Procedures | 12 |
PART II – OTHER INFORMATION
| Item 6. | Exhibits | 13 | |||
| Signatures | 14 | ||||
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PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
C & C TOURS, INC.
(A Development Stage Company)
Financial Statements
September 30, 2013
(Unaudited)
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C & C TOURS, INC.
(a Development Stage Company)
Condensed Balance Sheets
SEPT 30, 2013 | DEC 31, 2012 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | 3,649 | $ | 140 | ||||
| Total current assets | 3,649 | 140 | ||||||
| TOTAL ASSETS | $ | 3,649 | $ | 140 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | 15,100 | $ | 5,087 | ||||
| Loans payable - current | 64,140 | 48,140 | ||||||
| Accrued interest | 6,323 | 2,924 | ||||||
| Total current liabilities | 85,563 | 56,151 | ||||||
| Total liabilities | 85,563 | 56,151 | ||||||
| STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
| Common stock, 20,000,000 shares authorized at $.001 par value, 2,937,000 shares issued and outstanding at September 30, 2013 and December 31, 2012 | 2,937 | 2,937 | ||||||
| Additional paid-in capital | 34,970 | 34,970 | ||||||
| Deficit accumulated prior to the development stage | (4,139 | ) | (4,139 | ) | ||||
| Deficit accumulated during the development stage | (115,682 | ) | (89,779 | ) | ||||
| Total stockholders' equity (deficit) | (81,914 | ) | (56,011 | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT) | $ | 3,649 | $ | 140 | ||||
The accompanying notes are an integral part of these financial statements.
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C & C TOURS, INC.
(a Development Stage Company)
Statements of Operations
(Unaudited)
FOR THE THREE MONTHS ENDED SEPT 30, 2013 | FOR THE THREE MONTHS ENDED SEPT 30, 2012 | FOR THE NINE MONTHS ENDED SEPT 30, 2013 | FOR THE NINE MONTHS ENDED SEPT 30, 2012 | FROM INCEPTION ON JUN 1, 1991 TO SEPT 30, 2013 | ||||||||||||||||
| Revenues | $ | -- | $ | -- | $ | -- | $ | -- | $ | -- | ||||||||||
| Expenses | ||||||||||||||||||||
| General and administrative | 6,569 | 13,420 | 22,504 | 20,920 | 109,359 | |||||||||||||||
| Total expenses | 6,569 | 13,420 | 22,504 | 20,920 | 109,359 | |||||||||||||||
| Net operating loss before other expense | (6,569 | ) | (13,420 | ) | (22,504 | ) | (20,920 | ) | (109,359 | ) | ||||||||||
| Other income (expense) | ||||||||||||||||||||
| Interest expense | (1,273 | ) | (575 | ) | (3,399 | ) | (1,416 | ) | (6,323 | ) | ||||||||||
| Total other income (expense) | (1,273 | ) | (575 | ) | (3,399 | ) | (1,416 | ) | (6,323 | ) | ||||||||||
| Loss from operations before income taxes | (7,842 | ) | (13,995 | ) | (25,903 | ) | (22,336 | ) | (115,682 | ) | ||||||||||
| Income taxes | -- | -- | -- | -- | -- | |||||||||||||||
| Net loss | $ | (7,842 | ) | $ | (13,995 | ) | $ | (25,903 | ) | $ | (22,336 | ) | $ | (115,682 | ) | |||||
| Basic and diluted net loss per share | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
| Weighted average shares outstanding | 2,937,000 | 2,937,000 | 2,937,000 | 2,937,000 | ||||||||||||||||
The accompanying notes are an integral part of these financial statements.
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C & C TOURS, INC.
(a Development Stage Company)
Condensed Statements of Cash Flows
(Unaudited)
FOR THE NINE MONTHS ENDED SEPT 30, 2013 | FOR THE NINE MONTHS ENDED SEPT 30, 2012 | FROM INCEPTION ON JUN 1, 1991 TO SEPT 30, 2013 | ||||||||||
| Cash Flows from Operating Activities | ||||||||||||
| Net loss | $ | (25,903 | ) | $ | (22,336 | ) | $ | (115,682 | ) | |||
| Adjustments to reconcile net loss to net cash provided (used) by operating activities: | ||||||||||||
| Common stock issued for services | -- | -- | 1,576 | |||||||||
| Accounts payable | 10,013 | 8,220 | 15,099 | |||||||||
| Accrued interest | 3,399 | 1,416 | 6,323 | |||||||||
| Net cash used by operating activities | (12,491 | ) | (12,700 | ) | (92,684 | ) | ||||||
| Cash Flows from Investing Activities | ||||||||||||
| Net cash provided (used) by investing activities | -- | -- | -- | |||||||||
| Cash Flows from Financing Activities | ||||||||||||
| Shareholder contributions | -- | -- | 10,505 | |||||||||
| Cash overdraft | -- | -- | (129 | ) | ||||||||
| Common stock issued for cash | -- | -- | 20,400 | |||||||||
| Proceeds from loans payable | 16,000 | 12,840 | 71,057 | |||||||||
| Payments on loans payable | -- | -- | (5,500 | ) | ||||||||
| Net cash provided (used) by financing activities | 16,000 | 12,840 | 96,333 | |||||||||
| Increase (decrease) in cash | 3,509 | 140 | 3,649 | |||||||||
| Cash and cash equivalents at beginning of period | 140 | 41 | -- | |||||||||
| Cash and cash equivalents at end of period | $ | 3,649 | $ | 181 | $ | 3,649 | ||||||
| Supplemental Cash Flow Information: | ||||||||||||
| Cash paid for interest | $ | -- | $ | -- | $ | -- | ||||||
| Cash paid for income taxes | $ | -- | $ | -- | $ | -- | ||||||
| Forgiveness of related party debt | $ | -- | $ | -- | $ | 1,415 | ||||||
The accompanying notes are an integral part of these financial statements
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C&C Tours, Inc.
(A Development Stage Company)
Notes to the Condensed Financial Statements
September 30, 2013
(Unaudited)
NOTE 1 – CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows as of and for the period ended September 30, 2013 and for all periods presented have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2012 audited financial statements as reported in its Form 10-K. The results of operations for the nine-month period ended September 30, 2013 are not necessarily indicative of the operating results for the full year ended December 31, 2013.
NOTE 2 – GOING CONCERN
The Company's financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The Company has realized net losses since reactivation on June 1, 1991 totaling $115,682. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying consolidated financial statements are prepared on the basis of accounting principles generally accepted in the United States of America. The Company is currently in the development stage and has not realized significant sales through September 30, 2013. A development stage company is defined as one in which all efforts are devoted substantially to establishing a new business and even if planned principal operations have commenced, revenues are insignificant.
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C&C Tours, Inc.
(A Development Stage Company)
Notes to the Condensed Financial Statements
September 30, 2013
(Unaudited)
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued
Use of Estimates
The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
NOTE 4 – LOANS PAYABLE
Loans payable consist of legal and accounting fees, and out-of-pocket costs incurred through a third party. These payables are non-collateralized, bear interest at 8%, and are due on demand. As such, these loans are classified as current on the Company’s Balance Sheet. Interest expense for the nine months ended September 30, 2012 and 2013 totaled $1,416 and $3,399, respectively. No payments on principal or interest have been made to date.
NOTE 5 – SUBSEQUENT EVENTS
The Company’s management reviewed all material events through the date of this filing and has determined that there are no material subsequent events to report.
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FORWARD-LOOKING STATEMENTS
There are statements in this report that are not historical facts. These “forward-looking statements” can be identified by use of terminology such as “believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “expect,” “estimate,” “project,” “positioned,” “strategy” and similar expressions. You should be aware that these forward-looking statements are subject to risks and uncertainties that are beyond our control. For a discussion of these risks, you should read this entire annual report carefully; especially the risks discussed under the section entitled “Risk Factors.”
Although management believes that the assumptions underlying the forward-looking statements included in this annual report are reasonable, they do not guarantee our future performance, and actual results could differ from those contemplated by these forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. In light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained in this annual report will in fact transpire. You are cautioned to not place undue reliance on these forward-looking statements, which speak only as of the date of this filing. We do not undertake any obligation to update or revise any forward-looking statements.
In this report references to “C & C Tours,” “the Company,” “we,” “us,” and “our” refer to C & C Tours, Inc.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Executive Overview
We are currently a development stage company and have not recorded revenues from operations to date. We have not established an ongoing source of revenues sufficient to cover our operating costs. These conditions raise substantial doubt about our ability to continue as a going concern. We are currently devoting our efforts to obtain capital from management, significant stockholders or third parties to cover minimal expenses; 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 company 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 long term. We may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur through a public offering.
Our management has not had any contact or 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.
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We anticipate that the Company will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.We anticipate that the selection of a business combination 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 stock. 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.
Liquidity and Capital Resources
We have not recorded revenues from operations since inception and we have relied primarily upon other parties to provide loans and pay for operating expenses. At September 30, 2013 we had $3,649 in cash compared to $140 in cash at December 31, 2012 and this increase was primarily due to borrowing funds from a third party. Our total liabilities increased from $56,151 for the year ended December 31, 2012 to $85,563 for the nine month period ended September 30, 2013 (“2013 nine month period”). The increase in liabilities primarily represents advances and services provided by a third party consultant, First Equity Holdings Corp. This consultant has provided professional services, paid for legal, accounting and administrative services on our behalf and/or provided advances to cover our operating costs. These contributions totaling $64,140 at September 30, 2013 are not formally documented and we have recognized them as non-collateralized loans, payable on demand and carrying interest of 8%.
We intend to obtain capital from management, significant stockholders and 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 advances and loans provided by management, significant stockholders 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 had no revenues during 2013 and 2012. General and administrative expense increased from $20,920 for the nine month period ended September 30, 2012 (“2012 nine month period”) to $22,504 for the 2013 nine month period. This nine month period increase reflects the costs for accounting, professional and consulting fees required to prepare the Company’s periodic reports. General and administrative expense decreased from $13,420 for the quarterly period ended September 30, 2012 (“2012 third quarter”) to $6,569 for the 2013 third quarter. The higher general and administrative expense in the 2012 third quarter reflects the costs for accounting, professional and consulting fees required to file the Company’s initial Form 10 and respond to U.S. Securities and Exchange Commission (“SEC”) comments.
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Total other expense increased from $1,416 for the 2012 nine month period to $3,399 for the 2013 nine month period and increased from $575 for the 2012 third quarter to $1,273 for the 2013 third quarter. Total other expense represents interest expense on loans payable.
Our net loss increased from $22,336 for the 2012 nine month period to $25,903 for the 2013 nine month period and our net loss decreased from $13,995 for the 2012 third quarter to $7,842 for the 2013 third quarter. Management expects net losses to continue until we acquire or merge with a business opportunity.
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.
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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 September 30, 2013 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.
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PART II – OTHER INFORMATION
ITEM 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 of C & C Tours, dated February 2, 1989 (Incorporated by reference to exhibit 3(i).1 to Form 10, filed November 8, 2012) | |
| 3(i).2 | Articles of Continuance of C & C Tours, dated June 12, 2012 (Incorporated by reference to exhibit 3(i).2 to Form 10, filed November 8, 2012) | |
| 3(ii) | Bylaws of C & C Tours, dated May 20, 2012 (Incorporated by reference to exhibit 3(ii) to Form 10, filed November 8, 2012) | |
| 101.INS** | XBRL Instance Document | |
| 101.SCH** | XBRL Taxonomy Extension Schema Document | |
| 101.CAL** | XBRL Taxonomy Calculation Linkbase Document |
| 101.DEF** | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB** | XBRL Taxonomy Label Linkbase Document | |
| 101.PRE** | XBRL Taxonomy Presentation Linkbase Document | |
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. | ||
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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.
| C & C TOURS, INC. | |||
| Date: November 1, 2013 | By: | /s/ Brett D. Taylor | |
| Brett D. Taylor | |||
| President and Director | |||
| Principal Financial Officer | |||
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