As Filed With the Securities and Exchange Commission on May 7,July 8, 2014
Registration No. 333-187544
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1/A
Amendment No. 57
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TICKET CORP.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
7999
(Primary Standard Industrial Classification Code Number)
46-1838178
(IRS Employer Identification No.)
9625 Mission Gorge Road, Suite B2 #318
Santee, CA 92071
e-mail: ticketcorp1@yahoo.com
Telephone (775) 352-3936 Fax (775) 201-8190
(Address and telephone number of registrant's principal executive offices)
Jill Arlene Robbins, P.A.
525 93 Street
Surfside, Florida 33154
Telephone: (305) 531-1174 Facsimile: (305) 531-1274
Email: jillarlene@jarepa.com
(Name, address and telephone number of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement is declared effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act Registration Statement number of the earlier effective
Registration Statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company.
Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a Smaller reporting company)
CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered Share (1) Price Fee (2)
--------------------------------------------------------------------------------
Common Stock
Shares 15,000,000 $0.0033 $49,500 $6.75
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(1) This is an initial offering and no current trading market exists for our
common stock. The offering price was arbitrarily determined by Ticket Corp.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(o) of the Securities Act, based upon the fixed
price of the direct offering.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SUCH SECTION 8(A), MAY DETERMINE.
================================================================================
TICKET CORP.
PROSPECTUS
15,000,000 SHARES
COMMON STOCK AT $.0033 PER SHARE
This is the initial offering of common stock of Ticket Corp. and no public
market currently exists for the securities being offered. We are offering for
sale a total of 15,000,000 shares of common stock at a price of $.0033 per
share. The offering is being conducted on a self-underwritten, all-or-none
basis, which means our officers and directors will attempt to sell the shares.
This Prospectus will permit our officers and directors to sell the shares
directly to the public, with no commission or other remuneration payable to them
for any shares they may sell. They will sell the shares and intend to offer them
to friends, relatives, acquaintances and business associates. In offering the
securities on our behalf, they will rely on the safe harbor from broker-dealer
registration set out in Rule 3a4-1 under the Securities and Exchange Act of
1934. We intend to open a standard, non-interest bearing, bank checking account
to be used only for the deposit of funds received from the sale of the shares in
this offering. If all the shares are not sold and the total offering amount is
not deposited by the expiration date of the offering, the funds will be promptly
returned to the investors, without interest or deduction; however there is no
assurance we will be able to return the funds as we are not holding the money in
a trust or similar account and a creditor may be able to execute a judgment
against the funds. The shares will be offered at a price of $.0033 per share for
a period of one hundred and eighty (180) days from the effective date of this
prospectus, unless extended by our board of director for an additional 90 days.
The offering will end on __________, 2014 (date to be inserted upon
effectiveness of the Registration Statement).
Offering Price Proceeds to Company
Per Share Commissions Before Expenses
--------- ----------- ---------------
Common Stock $0.0033 Not Applicable $49,500
Total $0.0033 Not Applicable $49,500
Ticket Corp. is an active development stage company and currently has limited
operations. Any investment in the shares offered herein involves a high degree
of risk. You should only purchase shares if you can afford a loss of your
investment. Our independent auditor has issued an audit opinion for Ticket Corp.
which includes a statement expressing substantial doubt as to our ability to
continue as a going concern.
We are an "emerging growth company" as defined under the federal securities laws
and, as such, may elect to comply with certain reduced public company reporting
requirements.
As of the date of this prospectus, our stock is presently not traded on any
market or securities exchange and there is no assurance that a trading market
for our securities will ever develop. We anticipate making an application for
trading of our common stock on the over the counter bulletin board upon the
effectiveness of the registration statement of which this prospectus forms a
part.
THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE SECTION OF THIS
PROSPECTUS ENTITLED "RISK FACTORS", BEGINNING ON PAGE 5, BEFORE BUYING ANY
SHARES OF OUR COMMON STOCK.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE WILL
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S.
SECURITIES AND EXCHANGE COMMISSION HAS BEEN CLEARED OF COMMENTS AND IS DECLARED
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS
NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OF
SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED ___________, 2014
TABLE OF CONTENTS
Page No.
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SUMMARY OF PROSPECTUS 3
General Information 3
The Offering 5
RISK FACTORS 5
Risks Associated with our Business 5
Risks Associated with this Offering 11
USE OF PROCEEDS 14
DETERMINATION OF OFFERING PRICE 15
DILUTION 15
PLAN OF DISTRIBUTION 16
Offering will be Sold by Our Officers and Directors 16
Terms of the Offering 16
Deposit of Offering Proceeds 17
Procedures and Requirements for Subscribing 17
DESCRIPTION OF SECURITIES 17
INTEREST OF NAMED EXPERTS AND COUNSEL 18
DESCRIPTION OF OUR BUSINESS 18
Executive Summary 18
Distribution Methods 22
Competitive Strengths and Strategy 23
Sources and Availability of Raw Materials 23
Dependence on one or a few Major Customers 23
Patents, Trademarks, Franchises, Concessions, Royalty Agreements
or Labor Contracts 24
Need for Government Approval for Proposed Products or Services 24
Bankruptcy or Similar Proceedings 24
Reorganization, Purchase or Sale of Assets 24
Effects of Existing or Probable Government Regulation 24
Research and Development Costs during the Last Two Years 24
Costs and Effects of Compliance with Environmental Laws 24
Employees and Employment Agreements 24
DESCRIPTION OF PROPERTY 25
LEGAL PROCEEDINGS 25
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 25
REPORTS TO SECURITY HOLDERS 27
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 27
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 33
EXECUTIVE COMPENSATION 35
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 37
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 38
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES 38
AVAILABLE INFORMATION 39
FINANCIAL STATEMENTS 39
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 39
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TICKET CORP.
PROSPECTUS SUMMARY
AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, "WE," "US,"
"OUR," "THE COMPANY" REFERS TO TICKET CORP. THE FOLLOWING SUMMARY IS NOT
COMPLETE AND MAY NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO
YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION
TO PURCHASE OUR COMMON STOCK.
GENERAL INFORMATION ABOUT OUR COMPANY
Ticket Corp. was incorporated in the State of Nevada on January 17, 2013. We are
an active development stage company with the intention of becoming a seller of
tickets to concerts, sporting events, theatre and other entertainment events.
Our current target market is the San Francisco Bay area.
Our intent is to develop our software application ("app") that will allow the
general public to purchase tickets using their smart phones and tablets such as
Android and Apple enabled devices. The app, when purchased and downloaded by the
customer will allow them to receive their tickets with barcodes directly onto
their Android and Apple smart phones and tablets. When our customers arrive at
the event venue, the unique barcode on their smart phones or tablets will be
verified with the existing scanners already in use at event venues. Our proposed
software applications are designed to reduce the risk of lost tickets and ticket
fraud. Additional features will include recommended parking locations at the
venue, proper venue entrance instructions, and allow our ticket purchasers to
directly purchase event related merchandise.
We also intend to process orders from our customers and track their buying
history. We intend to use our potential customers' purchasing history to make
recommendations for upcoming events based upon their previous purchases. Our
intention is to maintain our potential customers' purchasing history as private
information and not sell or share this information to others.
Our business plan is based in part on our ability to purchase and re-sell
tickets for special events, attractions, and shows / exhibits. We have begun the
initial phase of our business plan of operations by continuing to develop our
website and our ticket application software, which includes our proprietary
price fluctuation and data analysis software which we intend to use for
marketing purposes. This software allows the company to track and analyze ticket
pricing trends in order to purchase tickets as close as possible at their lowest
purchase point and sell as close as possible at their highest selling point. As
of the date of this prospectus, we intend to offer our proprietary data analysis
software to non-competitor companies as an interim source of cash flow and have
secured our first contract to provide this software to a customer per a software
development contract. Management estimates that revenues from a current contract
for software development will provide initial funding of $30,000 during the
early part of our business plan. This will allow us to move forward with the
first phase of our plan of operations and replenish or supplement cash we are
using for near-term regulatory filings, legal and accounting costs. Management
estimates it will take 6 months from the completion of this Offering to
implement our plan of operations to the point where we will be able to generate
revenue from ticket and app sales. There is no guarantee that we will earn
revenue in six month or ever. We intend to use the net proceeds from this
offering to further develop our business operations, which is the sale of our
software application that will allow the general public to purchase event
tickets using their smart phones or tablets such as Android and Apple enabled
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devices. This will allow our customers to receive their tickets with barcodes
directly onto their Android and Apple smart phones and tablets. Management
estimates it will take the full amount of the offering, $49,500, to accomplish
our business goals. (See "Business of the Company" and "Use of Proceeds".)
We are an active development stage company with $44,000 in revenues and a
limited operating history. The mailing address for the principal executive
offices is 9625 Mission Gorge Road, Suite B2 #318, Santee, CA 92071. The
telephone number is (775)352-3936.
We received our initial funding of $33,000 through the sale of common stock to
Russell Rheingrover, an officer and director who purchased 33,000,000 shares of
our common stock at $0.001 per share on January 31, 2013. After the completion
of this offering he will own 69% of the outstanding common stock of the company.
(See "Risk Factors", specifically page 10, to be advised of the risks to other
shareholders due to his majority ownership). Our financial statements from
inception (January 17, 2013) through January 31,April 30, 2014 report $44,000$71,500 in revenues
and a net loss of $9,709.$24,112. Based on the 33,000,000 shares outstanding at January
31,April
30, 2014 and the additional 15,000,000 shares we plan to issue during this
offering, the implied aggregate market price of our stock at the issue price of
$0.0033 is $158,400 in aggregate. As is it likely the company will have deficits
during the first year, these deficits will affect the implied aggregate price of
the common stock. Our total stockholders' equity as of April 30, 2014 is $8,888.
Our independent auditor has issued an audit opinion for Ticket Corp. which
includes a statement expressing substantial doubt as to our ability to continue
as a going concern.
We will not be able to execute our full business plan until this offering is
completed. In the meantime Management is actively working on software
development, including work on the proprietary price fluctuation and data
analysis software per a Software Consulting and Development Agreement. All
rights to our software are owned by Ticket Corp. and will be utilized for our
own data analysis as an integral part of our planned marketing efforts. Per this
Agreement we generated $30,000 in revenue, and intend to utilize this funding
during the coming months of our business plan in order to replenish or
supplement cash we are using for near-term regulatory filings, legal and
accounting costs which will allow us to move forward with the first phase of our
plan of operation. Our cash balance at January 31,April 30, 2014 was $9,391$315 with $14,000$22,500 in
accounts receivable. Management estimates our current monthly "burn rate" to be
$3,000 and estimate our current cash and receivables will last until AugustDecember
2014, if no additional revenues are realized.
Mr. Rheingrover, who currently owns 100% of our outstanding voting stock, is
also the Chief Executive Officer of Jiffy Tickets, a national reseller of
concert, theater, sporting and event tickets. He currently devotes approximately
5 hours of his business time to our affairs and the balance to Jiffy Tickets. He
owes a fiduciary duty of loyalty to us, but also owes similar fiduciary duties
to Jiffy Tickets. Due to his responsibilities to serve both companies, there is
potential for conflicts of interest. He will use every effort to avoid material
conflicts of interest generated by his responsibilities to both companies, but
no assurance can be given that material conflicts will not arise which could be
detrimental to our operations and financial prospects.
There is no current public market for our securities. As our stock is not
publicly traded, investors should be aware they probably will be unable to sell
their shares and their investment in our securities is not liquid. We anticipate
making an application for trading of our common stock on the over the counter
bulletin board upon the effectiveness of the registration statement of which
this prospectus forms a part. We can provide no assurance that our shares will
be traded on the bulletin board, or if traded, that a public market will
materialize.
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THE OFFERING
The Issuer: Ticket Corp.
Securities Being Offered: 15,000,000 shares of common stock.
Price per Share: $0.0033
Offering Period: The shares are offered for a period not to exceed
180 days, unless extended by our board of directors
for an additional 90 days.
Net Proceeds: $49,500
Securities Issued
And Outstanding: 33,000,000 shares of common stock were issued and
outstanding as of the date of this prospectus.
Registration Costs: We estimate our total offering registration costs
to be $12,600.
Risk Factors: See "Risk Factors" and the other information in
this prospectus for a discussion of the factors you
should consider before deciding to invest in shares
of our common stock.
We intend to open a standard, non-interest bearing, bank checking account to be
used only for the deposit of funds received from the sale of the shares in this
offering. If all the shares are not sold and the total offering amount is not
deposited by the expiration date of the offering, the funds will be promptly
returned to the investors, without interest or deduction; however there is no
assurance we will be able to return the funds as we are not holding the money in
a trust or similar account and a creditor may be able to execute a judgment
against the funds.
RISK FACTORS
An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock, when and if we trade at
a later date, could decline due to any of these risks, and you may lose all or
part of your investment.
RISKS ASSOCIATED WITH OUR BUSINESS
WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE A LIMITED OPERATING HISTORY. AN
INVESTMENT IN THE SHARES OFFERED HEREIN IS HIGHLY RISKY AND COULD RESULT IN A
COMPLETE LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR BUSINESS PLAN.
Ticket Corp was incorporated on January 17, 2013 and we have only recently
commenced our business operations. Until we are actually in the marketplace for
a demonstrable period of time, it is impossible to determine if our business
strategy will be viable or successful. Any such failure could result in the
possible closure of our business or force us to seek additional capital through
5
loans or additional sales of our equity securities to continue business
operations, which would dilute the value of any shares you purchase in this
offering.
OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION, THEREFORE THERE IS SUBSTANTIAL
UNCERTAINTY WE WILL CONTINUE ACTIVITIES IN WHICH CASE YOU COULD LOSE YOUR
INVESTMENT.
Our auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an ongoing business for the next
twelve months. As such we may have to cease activities and you could lose your
investment.
WE ARE AN "EMERGING GROWTH COMPANY" AND WE CANNOT BE CERTAIN IF THE REDUCED
DISCLOSURE REQUIREMENTS APPLICABLE TO EMERGING GROWTH COMPANIES WILL MAKE OUR
COMMON STOCK LESS ATTRACTIVE TO INVESTORS.
We are an "emerging growth company," as defined in the Jumpstart our Business
Startups Act of 2012, and we may take advantage of certain exemptions from
various reporting requirements that are applicable to other public companies,
including, but not limited to, not being required to comply with the auditor
attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in our periodic reports
and proxy statements, and exemptions from the requirements of holding a
nonbinding advisory vote on executive compensation and shareholder approval of
any golden parachute payments not previously approved. We cannot predict if
investors will find our common stock less attractive because we will rely on
these exemptions. If some investors find our common stock less attractive as a
result, there may be a less active trading market for our common stock and our
stock price may be more volatile.
Under the Jumpstart Our Business Startups Act, "emerging growth companies" can
delay adopting new or revised accounting standards until such time as those
standards apply to private companies. We have elected to avail ourselves to this
exemption from new or revised accounting standards and, therefore, we will not
be subject to the same new or revised accounting standards as other public
companies that are not "emerging growth companies."
As a result of our election to use the extended transition period for complying
with new or revised accounting standards under Section 102(b)(2), our financial
statements may not be comparable to companies that comply with public company
effective dates.
OUR LIMITED OPERATING HISTORY MAKES IT DIFFICULT TO EVALUATE OUR FUTURE
PROSPECTS AND RESULTS OF OPERATION.
We were incorporated on January 17, 2013 have a limited operating history.
Accordingly, you should consider our future prospects in light of the risks and
uncertainties experienced by development stage companies in evolving industries.
Some of these risks and uncertainties relate to our ability to:
1. Establish and maintain our market position;
2. Respond to competitive market conditions;
3. Increase awareness of our brand;
4. Respond to changes in our regulatory environment;
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5. Maintain effective control of our costs and expenses;
6. Raise sufficient capital to sustain and expand our business; and
7. Attract, retain and motivate qualified personnel.
If we are unsuccessful in addressing any of these risks and uncertainties, our
business may be materially and adversely affected.
WHILE WE HAVE COMPLETED A SOFTWARE DEVELOPMENT CONTRACT AND HAVE RECEIVED
PAYMENT, WE CANNOT PREDICT WHEN OR IF WE WILL PRODUCE ADDITIONAL REVENUES, WHICH
COULD RESULT IN A TOTAL LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR
BUSINESS PLANS.
While we are an active development stage company and have begun initial
operations, we will not be able to commence material operations until we
complete our offering. While we have generated revenue from a contract and
minimal sales, we have not yet generated sufficient revenues from operations
needed to complete all of our software development. The timing of our ability to
commence material operations and generate revenues is contingent on the success
of this Offering. There can be no assurance that we will generate revenues or
that revenues will be sufficient to maintain our business. As a result, you
could lose all of your investment if you decide to purchase shares in this
offering and we are not successful in our proposed business plans.
OUR BUSINESS WILL BE DEPENDENT ON OUR ABILITY TO PURCHASE TICKETS FROM PROMOTERS
AND VENUES TO BE ABLE TO RESELL TICKETS TO CONSUMERS. IF WE ARE UNABLE TO
PURCHASE TICKETS OUR BUSINESS WILL BE ADVERSELY AFFECTED.
If we are unable to purchase tickets from promoters or venues, we may not be
able to execute our business plan. Our director has agreed to provide shortfall
funding of up to $50,000 for ticket purchases however we may face inventory
shortages if we are unable to retain enough cash to purchase the tickets for
resale. If we are unable to purchase for resale from primary sellers enough
inventory of tickets, or there is not enough inventory for us to acquire in the
primary or secondary markets, our business, financial condition and/or results
of operations could be materially and adversely affected.
Another important component of our success will be the ability to establish and
maintain relationships with service providers, including providers of credit
card processing, internet services, as well as advertisers, among other parties.
Any inability to establish these relationships or adverse changes in these
relationships, including the inability of these parties to fulfill their
obligations to us for any reason, could adversely affect our business.
OUR SUCCESS DEPENDS, IN SIGNIFICANT PART, ON ENTERTAINMENT, SPORTING AND LEISURE
EVENTS AND ANY FACTORS THAT MAY HAVE AN ADVERSE AFFECT ON SUCH EVENTS COULD HAVE
A MATERIAL ADVERSE EFFECT ON OUR PROPOSED BUSINESS, FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Our plan is to sell tickets to live entertainment and leisure events at arenas,
stadiums, theaters and other facilities. Accordingly, our business, financial
condition and results of operations will be directly affected by the popularity,
7
frequency and location of such events. Ticket sales are sensitive to
fluctuations in the number and pricing of entertainment and leisure events and
activities offered by promoters, facilities, and adverse trends in the
entertainment and leisure event industries could adversely affect our business.
In addition, general economic conditions, consumer trends, work stoppages,
natural disasters and terrorism could have a material adverse effect on our
business. Entertainment-related expenditures are particularly sensitive to
business and personal discretionary spending levels, which tend to decline
during general economic downturns. A protracted global recession could have a
significant negative impact on our business, financial condition and results of
operations could be negatively impacted.
THE TICKETING INDUSTRY IS HIGHLY COMPETITIVE AND COMPETITORS MAY NOT BE ABLE TO
WIN BUSINESS AWAY FROM COMPETITORS, WHICH COULD ADVERSELY AFFECT THE COMPANY'S
FINANCIAL PERFORMANCE.
The ticketing industry is highly competitive. We will face significant
competition from established national, regional and local primary ticketing
service providers as well as self-ticketing systems through facility box offices
and season, subscription or group sales. We will also face competition in the
resale of tickets from online auction websites and resale marketplaces and from
other ticket resellers with online distribution capabilities. There can be no
assurance that if we are able to establish our business that will be able to
compete successfully in the future with existing or potential competitors or
that competition will not have an adverse effect on its business and financial
condition.
OUR BUSINESS MAY SUFFER IF IT IS ALLEGED OR DETERMINED THAT THE TECHNOLOGY WE
DEVELOP INFRINGES UPON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS.
The technology industry is characterized by the existence of a large number of
patents, copyrights, trademarks, trade secrets and other intellectual and
proprietary rights. Companies in the technology industry are often required to
defend against litigation claims based on allegations of infringement or other
violations of intellectual property rights. Many of our competitors and other
industry participants have been issued patents and/or have filed patent
applications and may assert patent or other intellectual property rights within
the industry. Our future technologies may not be able to withstand any
third-party claims or rights against their use. Claims of intellectual property
infringement might require us to redesign our application, delay releases, enter
into costly settlement or license agreements or pay costly damage awards, or
face a temporary or permanent injunction prohibiting us from marketing or
selling our ticket services. The occurrence of any of these events may have a
material adverse effect on our business.
THERE ARE NO SUBSTANTIAL BARRIERS TO ENTRY INTO THE INDUSTRY AND BECAUSE WE DO
NOT CURRENTLY HAVE ANY INTELLECTUAL PROPERTY PROTECTION FOR OUR TECHNOLOGY OR
SERVICES, THERE IS NO GUARANTEE SOMEONE ELSE WILL NOT DUPLICATE OUR IDEAS, WHICH
COULD SEVERELY LIMIT OUR PROPOSED SALES AND REVENUES.
Since we have no copyright protection, unauthorized persons may attempt to copy
aspects of our business, including our web site design or functionality,
products or marketing materials. We have no plans to seek intellectual property
protection at this time. Any encroachment upon our corporate information,
including the unauthorized use of our brand name or the use of a similar name by
a competing company, may affect our ability to create brand name recognition,
8
cause customer confusion and/or have a detrimental effect on our business.
Litigation or proceedings before the U.S. or International Patent and Trademark
Offices may be necessary in the future to enforce our intellectual property
rights, to protect our trade secrets and domain name. Any such infringement,
litigation or adverse proceeding could result in substantial costs and diversion
of resources and could seriously harm our business operations and/or results of
operations.
WE MAY NOT BE ABLE TO ADAPT OUR BUSINESS QUICKLY ENOUGH TO CHANGING CUSTOMER
REQUIREMENTS AND INDUSTRY STANDARDS.
The e-commerce industry is characterized by evolving industry standards,
frequent new service and product introductions and enhancements and changing
customer demands. We may not be able to adapt quickly enough and/or in a
cost-effective manner to changes in industry standards and customer requirements
and preferences, and any failure to do so could adversely affect our business.
In addition, the continued widespread adoption of new Internet or
telecommunications technologies and devices or other technological changes could
require us to modify or adapt our respective services or infrastructures. We may
be unable to devote financial resources to new technologies and systems in the
future. Any failure on our part to modify or adapt those respective services or
infrastructures in response to these trends could render our website and
services obsolete, which could adversely affect our business.
IF THERE ARE EVENTS OR CIRCUMSTANCES AFFECTING THE RELIABILITY AND SECURITY OF
THE INTERNET, ACCESS TO OUR WEBSITE AND/OR THE ABILITY TO SAFEGUARD CONFIDENTIAL
INFORMATION COULD BE IMPAIRED CAUSING A NEGATIVE EFFECT ON THE FINANCIAL RESULTS
OF OUR BUSINESS OPERATIONS.
Despite the implementation of security measures, once our website it up and
running, our website infrastructure may be vulnerable to computer viruses,
hacking or similar disruptive problems caused by members, other Internet users,
other connected Internet sites, and the interconnecting telecommunications
networks. Such problems caused by third-parties could lead to interruptions,
delays or cessation of service to our customers. Inappropriate use of the
Internet by third-parties could also potentially jeopardize the security of
confidential information stored in our computer system, which may deter
individuals from becoming customers. Such inappropriate use of the Internet
includes attempting to gain unauthorized access to information or systems, which
is commonly known as "cracking" or "hacking." Although we intend to implement
security measures, such measures have been circumvented in the past by hackers
on other websites on the internet, and there can be no assurance that any
measures we implement would not be circumvented in future. Dealing with problems
caused by computer viruses or other inappropriate uses or security breaches may
require interruptions, delays or cessation of service to our customers, which
could have a material adverse effect on our business, financial condition and
results of operations.
ANY FAILURE TO COMPLY WITH EXISTING LAWS, RULES AND REGULATIONS AS WELL AS
CHANGING LAWS, RULES AND REGULATIONS AND OTHER LEGAL UNCERTAINTIES, COULD
ADVERSELY AFFECT OUR BUSINESS.
Our proposed business is to sell tickets and provide related services to
consumers online. We will be subject to a wide variety of statutes, rules,
regulations, policies and procedures in various jurisdictions in the United
States, which are subject to change at any time. For example, those laws, rules
and regulations applicable to providers of primary ticketing and ticket resale
9
services, which in some cases regulate the amount of transaction and other fees
that they may be charged in connection with primary ticketing sales and/or the
ticket prices that may be charged in the case of ticket resale services. New
legislation of this nature is introduced from time to time in various
jurisdictions in which we may sell tickets and provide services. Our failure to
comply with these laws and regulations could result in fines and/or proceedings
against us by governmental agencies and/or consumers, which if material, could
adversely affect our business and results of operations. In addition, the
promulgation of new laws, rules and regulations that restrict or otherwise
unfavorably impact the ability or manner in which we may provide ticket services
may require us to change certain aspects of our business to ensure compliance,
which could decrease demand for services, reduce revenues, increase costs and/or
subject us to additional liabilities.
WE MAY NEED TO OBTAIN ADDITIONAL FINANCING IF WE FAIL TO GENERATE REVENUE IN THE
ANTICIPATED TIMEFRAME. IF WE DO NOT OBTAIN SUCH FINANCING, WE MAY HAVE TO REDUCE
OR CEASE OUR ACTIVITIES AND INVESTORS COULD LOSE THEIR ENTIRE INVESTMENT.
Our 12-month business plan will be funded by the $49,500 raised in this
Offering. There is no assurance that we will operate profitably or generate
positive cash flow in the future. We may require additional financing to sustain
our business operations if we are not successful in receiving revenues at the
levels we anticipate. We currently do not have any arrangements for further
financing other than the Offering described in this prospectus, and we may not
be able to obtain financing on commercially reasonable terms or terms that are
acceptable to us when it is required. Because of the worldwide economic downturn
or because of other reasons, we may not be able to raise any additional funds
that we require on favorable terms, if any. The failure to obtain necessary
financing, if needed, may impair our ability to continue in business.
IF WE OBTAIN DEBT FINANCING, WE WILL FACE RISKS ASSOCIATED WITH FINANCING OUR
OPERATIONS.
If we obtain debt financing, we will be subject to the normal risks associated
with debt financing, including the risk that our cash flow will be insufficient
to meet required payments of principal and interest, and the risk that we will
not be able to renew, repay, or refinance our debt when it matures or that the
terms of any renewal or refinancing will not be as favorable as the existing
terms of that debt. If we enter into secured lending facilities and are unable
to pay our obligations to our secured lenders, they could proceed against any or
all of the collateral securing our indebtedness to them.
OUR SUCCESS IS DEPENDENT ON A LIMITED NUMBER OF KEY EXECUTIVES.
The success of our business strategy and our ability to operate profitably
depends on the continued employment of our management team. The loss of the
services of one or more of these key executives could have a material adverse
effect on our business, financial condition and/or results of operations. There
can be no assurance that we will be able to retain our existing management,
attract additional qualified executives or adequately fill new management
positions or vacancies created by expansion or turnover. We do not have
employment agreements with members of our management team and we do not maintain
key-person life insurance policies on their lives. The loss of any of our
management or key personnel could seriously harm our business.
OUR CHIEF EXECUTIVE OFFICER DOES NOT HAVE EXPERIENCE WITH MANAGING A PUBLIC
COMPANY.
10
Our Chief Executive Officer has no direct training or experience in managing and
fulfilling the regulatory reporting obligations of a public company. While his
business experience includes management and marketing, particularly in the
ticket industry, he does not have experience as an officer or director in a
public company setting. In the event he is unable to fulfill any aspect of his
duties to the Company we may experience a shortfall or complete lack of sales
resulting in little or no profits and eventual closure of our business.
HAVING ONLY TWO DIRECTORS LIMITS OUR ABILITY TO ESTABLISH EFFECTIVE INDEPENDENT
CORPORATE GOVERNANCE PROCEDURES AND INCREASES THE CONTROL OF OUR PRESIDENT OVER
OPERATIONS AND BUSINESS DECISIONS INCLUDING SALARIES AND PERQUISITES.
We have only two directors, who are our principal executive officers.
Accordingly, we cannot establish board committees comprised of independent
members to oversee functions like compensation or audit issues. In addition, a
tie vote of board members is decided in favor of the chairman, which gives him
significant control over all corporate issues, including all major decisions on
operations and corporate matters such as approving salary and perquisites. The
directors will also determine their own salaries and perquisites and as a result
there could be no funds for net income.
Until we have a larger board of directors that would include some independent
members, if ever, there will be limited oversight of our president's decisions
and activities and little ability for minority shareholders to challenge or
reverse those activities and decisions, even if they are not in the best
interests of minority shareholders.
RUSSELL RHEINGROVER, OUR SENIOR EXECUTIVE OFFICER IS ALSO THE SENIOR EXECUTIVE
OFFICER OF JIFFY TICKETS WHICH COULD CREATE A POTENTIAL FOR CONFLICTS OF
INTEREST.
Mr. Rheingrover who currently owns 100% of our outstanding voting stock is also
the Chief Executive Officer of Jiffy Tickets, a national reseller of concert,
theater, sporting and event tickets. He currently devotes approximately 5 hours
of his business time to our affairs and the balance to Jiffy Tickets. He owes a
fiduciary duty of loyalty to us, but also owes similar fiduciary duties to Jiffy
Tickets. Due to his responsibilities to serve both companies, there is potential
for conflicts of interest. He will use every effort to avoid material conflicts
of interest generated by his responsibilities to both companies, but no
assurance can be given that material conflicts will not arise which could be
detrimental to our operations and financial prospects.
RISKS ASSOCIATED WITH THIS OFFERING
A PURCHASER IS PURCHASING PENNY STOCK WHICH LIMITS HIS OR HER ABILITY TO SELL
THE STOCK.
The shares offered by this prospectus constitute penny stock under the Exchange
Act. The shares will remain penny stock for the foreseeable future. The
classification of penny stock makes it more difficult for a broker-dealer to
sell the stock into a secondary market, thus limiting investment liquidity. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in our company will be subject to rules 15g-1 through 15g-10 of the
11
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.
IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, STOCKHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES AND WILL INCUR LOSSES AS A RESULT.
There is currently no market for our common stock and no certainty that a market
will develop. We currently plan to apply for quotation of our common stock on
FINRA's Over the Counter Bulletin Board ("OTCBB") upon the effectiveness of our
Registration Statement on Form S-1, of which this prospectus forms a part. Our
shares may never trade on the OTCBB. If no market is ever developed for our
shares, it will be difficult for stockholders to sell their stock. In such a
case, stockholders may find that they are unable to achieve benefits from their
investment.
WE WILL BE HOLDING ALL THE PROCEEDS FROM THE OFFERING IN A STANDARD BANK
CHECKING ACCOUNT UNTIL ALL SHARES ARE SOLD. BECAUSE THE SHARES ARE NOT HELD IN
AN ESCROW OR TRUST ACCOUNT THERE IS A RISK YOUR MONEY WILL NOT BE RETURNED IF
ALL THE SHARES ARE NOT SOLD.
All funds received from the sale of shares in this offering will be deposited
into a standard bank checking account until all shares are sold and the offering
is closed, at which time, the proceeds will be transferred to our business
operating account. In the event all shares are not sold we have committed to
promptly return all funds to the original purchasers. However since the funds
will not be placed into an escrow, trust or other similar account, there can be
no guarantee that any third party creditor who may obtain a judgment or lien
against us would not satisfy the judgment or lien by executing on the bank
account where the offering proceeds are being held, resulting in a loss of any
investment you make in our securities.
YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION OF THE PRICE YOU PAY FOR YOUR
SHARES.
Our existing stockholder acquired his shares at a cost of $.001 per share, a
cost per share substantially less than that which you will pay for the shares
you purchase in this offering. Upon completion of this offering the net tangible
book value of the shares held by our existing stockholder (33,000,000 shares)
will be increased by $.0008 per share without any additional investment on his
part. The purchasers of shares in this offering will incur immediate dilution (a
reduction in the net tangible book value per share from the offering price of
$.0033 (per share) to $0.0018 per share. As a result, after completion of the
offering, the net tangible book value of the shares held by purchasers in this
offering would be $.0015 per share, reflecting an immediate dilution of $.0018.
STOCKHOLDERS MAY HAVE LIMITED ACCESS TO INFORMATION BECAUSE WE ARE NOT A
REPORTING ISSUER AND MAY NOT BECOME ONE.
We are not currently a reporting issuer and upon this registration statement
becoming effective we will be required to comply only with the limited reporting
obligations required by Section 13(a) of the Exchange Act. These reporting
obligations may be automatically suspended under Section 15(d) of the Exchange
Act if on the first day of any fiscal year other than the fiscal year in which
our registration statement became effective, there are fewer than 300
shareholders. If we do not become a reporting issuer and instead make a decision
12
to suspend our public reporting, we will no longer be obligated to file periodic
reports with SEC, and your access to our business information will be
restricted. In addition, if we do not become a reporting issuer, we will not be
required to furnish proxy statements to security holders, and our directors,
officers and principal beneficial owners will not be required to report their
beneficial ownership of securities to the SEC pursuant to Section 16 of the
Exchange Act.
OUR REPORTING OBLIGATIONS UNDER SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED, MAY BE SUSPENDED AUTOMATICALLY IF WE HAVE FEWER THAN 300
SHAREHOLDERS OF RECORD ON THE FIRST DAY OF OUR FISCAL YEAR.
If our common stock is not registered under the Exchange Act, our obligation to
file reports under Section 15(d) of the Exchange Act will be automatically
suspended if, on the first day of any fiscal year (other than a fiscal year in
which a registration statement under the Securities Act has gone effective), we
have fewer than 300 shareholders of record. This suspension is automatic and
does not require any filing with the SEC. In such an event, we would only be
required to file an annual report for the twelve months after this prospectus is
declared effective by the SEC. Accordingly, we may cease providing periodic
reports and current or periodic information, including operational and financial
information, may not be available with respect to our results of operations. If
our obligation to file reports under Section 15(d) is suspended it may decrease
our common stock's liquidity, if any, affecting your ability to resell our
common stock. To be eligible for quotation on the OTCBB, issuers must remain
current in their filings with the U.S. Securities and Exchange Commission and an
automatic suspension would adversely affect the Company's ability to retain its
quotation on the OTCBB.
WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE.
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.
Our business plan allows for the payment of the estimated $12,600 cost of this
registration statement to be paid from existing cash on hand. If necessary, our
directors have verbally agreed to loan the Company funds to complete the
registration process. There have been no discussions or written agreements
regarding a maximum amount they are willing to loan the company. The agreements
are verbal and are not binding by law. We plan to contact a market maker
immediately following the close of the offering and apply to have the shares
quoted on the OTC Electronic Bulletin Board. To be eligible for quotation,
issuers must remain current in their filings with the SEC. In order for us to
remain in compliance we will require future revenues to cover the cost of these
filings, which could comprise a substantial portion of our available cash
resources. We estimate the annual costs and expenses, including audit and legal
fees, for SEC reporting and compliance to be $7,500. If we are unable to
generate sufficient revenues to remain in compliance it may be difficult for you
to resell any shares you may purchase, if at all. There is no guarantee that our
shares will be quoted on the OTC Bulletin Board.
RUSSELL RHEINGROVER, AN OFFICER AND DIRECTOR OF THE COMPANY, BENEFICIALLY OWNS
100% OF THE OUTSTANDING SHARES OF OUR COMMON STOCK. AFTER THE COMPLETION OF THIS
OFFERING HE WILL OWN 69% OF THE OUTSTANDING SHARES. IF HE CHOOSES TO SELL HIS
SHARES IN THE FUTURE, IT MIGHT HAVE AN ADVERSE EFFECT ON THE PRICE OF OUR STOCK.
13
Due to the amount of Mr. Rheingrover's share ownership in our company, if he
chooses to sell his shares in the public market, the market price of our stock
could decrease and all shareholders suffer a dilution of the value of their
stock. If he does sell any of his common stock, he will be subject to Rule 144
under the 1933 Securities Act which will restrict his ability to sell his
shares.
AFTER COMPLETION OF THE OFFERING MR. RHEINGROVER WILL CONTINUE TO EXERCISE
SIGNIFICANT CONTROL OVER THE COMPANY DUE TO HIS PERCENTAGE OF OWNERSHIP OF OUR
COMMON STOCK.
After the completion of this offering, Mr. Rheingrover, an executive officer and
director, will own 69% of our common stock. He will have a significant influence
in determining the outcome of all corporate transactions, including approval of
significant corporate transactions, changes in control of the company or other
corporate matters. His opinion as to the best course of action for the company
may differ from the opinions expressed by other stockholders and thus result in
corporate decisions that may be disadvantageous to other stockholders.
USE OF PROCEEDS
Assuming sale of all of the shares offered herein, of which there is no
assurance, the net proceeds from this offering will be $49,500. The proceeds are
expected to be disbursed, in the priority set forth below, during the first
twelve (12) months after the successful completion of the offering:
Planned Expenditures Over
Category the Next 12 Months
-------- ------------------
Application Development $10,000
Web site development $ 6,000
Marketing and Promotions $18,500
Legal and Accounting $ 5,000
Software integration $10,000
-------
TOTAL PROCEEDS TO COMPANY $49,500
=======
We will establish a separate bank account and all proceeds will be deposited
into that account until the total amount of the offering is received and all
shares are sold, at which time the funds will be transferred to our operating
bank account for use in our operations. In the event we do not sell all of the
shares before the expiration date of the offering, all funds will be returned
promptly to the subscribers, without interest or deduction. There is no
assurance we will be able to return the funds as we are not holding the money in
a trust or similar account and a creditor may be able to execute a judgment
against the funds. We estimate our offering costs to be $12,600 which will be
paid from our current cash on hand. We do not anticipate having a shortage of
cash prior to the offering being completed, however; if necessary, our directors
have verbally agreed to loan the Company funds to complete the registration
process. The loan would be interest-free with no specific terms of repayment,
but not payable from proceeds of the offering. We will require full funding from
the offering to implement our complete business plan.
14
DETERMINATION OF OFFERING PRICE
The offering price of the shares has been determined arbitrarily by us. The
price does not bear any relationship to our assets, book value, earnings, or
other established criteria for valuing a privately-held company. In determining
the number of shares to be offered and the offering price, we took into
consideration our cash on hand and the amount of money we would need to
implement our business plans. Accordingly, the offering price should not be
considered an indication of the actual value of the securities.
DILUTION
Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing shareholders.
As of January 31,April 30, 2014, the net tangible book value of our shares was $23,291$8,888 or
($.0007).0003) per share, based upon 33,000,000 shares outstanding.
Upon completion of this offering, but without taking into account any change in
the net tangible book value after completion of this offering other than that
resulting from the sale of the shares and receipt of the total proceeds of
$49,500, the net tangible book value of the 48,000,000 shares to be outstanding
will be $72,891,$72,215, or approximately $.0015 per share. Accordingly, the net
tangible book value of the shares held by our existing stockholder (33,000,000
shares) will be increased by $.0008$.0012 per share without any additional investment
on his part. The purchasers of shares in this offering will incur immediate
dilution (a reduction in the net tangible book value per share from the offering
price of $.0033 per share) of $.0018 per share. After completion of the
offering, the existing shareholder will own 69% of the total number of shares
then outstanding, for which he will have made an investment of $33,000 or $.001
per share. Upon completion of the offering, the purchasers of these shares
offered hereby will own 31% of the total number of shares then outstanding, for
which they will have made a cash investment of $49,500, or $.0033 per share.
The following table illustrates the per share dilution to the new investors:
Public Offering Price Per Share $.0033
Net Tangible Book Value Prior to this Offering $.0007$.0003
Net Tangible Book Value After Offering $.0015
Immediate Dilution per Share to New Investors $.0018
The following table summarizes the number and percentages of shares purchased,
the amount and percentage of consideration paid and the average price per share
paid by our existing stockholder and by new investors in this offering:
Total
Price Number of Percent of Consideration
Per Share Shares Held Ownership Paid
--------- ----------- --------- ----
Existing Shareholder $.001 33,000,000 69% $33,000
Investors in this
Offering $.0033 15,000,000 31% $49,500
15
PLAN OF DISTRIBUTION
OFFERING WILL BE SOLD BY OUR OFFICERS AND DIRECTORS
This is a self-underwritten offering. This prospectus permits our officers
and/or directors to sell the shares directly to the public, with no commission
or other remuneration payable to them for any shares they may sell. There are no
plans or arrangement to enter into any contracts or agreements to sell the
shares with a broker or dealer. Our officer and directors will sell the shares
and intend to offer them to friends, relatives, acquaintances and business
associates. In offering the securities on our behalf, they will rely on the safe
harbor from broker dealer registration set out in Rule 3a4-1 under the
Securities Exchange Act of 1934.
Our officer and directors will not register as broker-dealers pursuant to
Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1,
which sets forth those conditions under which a person associated with an Issuer
may participate in the offering of the Issuer's securities and not be deemed to
be a broker-dealer.
a. Our officer/directors were not subject to a statutory
disqualification, as that term is defined in Section 3(a)(39) of the
Act, at the time of their participation; and,
b. Our officer/directors will not be compensated in connection with their
participation by the payment of commissions or other remuneration
based either directly or indirectly on transaction in securities; and
c. Our officer/directors are not, nor will they be at the time of their
participation in the offering, an associated person of a
broker-dealer; and
d. Our officer/directors meet the conditions of paragraph (a)(4)(ii) of
Rule 3a4-1 of the Exchange Act, in that they (A) primarily perform or
are intended primarily to perform at the end of the offering,
substantial duties for or on behalf of our company, other than in
connection with transactions in securities; and (B) are not a broker
or dealer, or been an associated person of a broker or dealer, within
the preceding twelve months; and (C) have not participated in selling
and offering securities for any Issuer more than once every twelve
months other than in reliance on Paragraphs (a)(4)(i) or (a) (4)(iii).
Mr. Rheingrover and Ms. Nelson, who will be offering the securities, may each be
deemed to be an underwriter of this offering within the meaning of that term as
defined in Section 2(11) of the Securities Act of 1933, as amended. They each
intend to find purchasers by discussing this offering with past and present
friends and business associates, as well as the friends and business associates
of friends and business associates. A copy of this prospectus will be provided
to any prospective investor.
Our officers, directors, control persons and affiliates of same do not intend to
purchase any shares in this offering.
TERMS OF THE OFFERING
The shares will be sold at the fixed price of $.0033 per share until the
completion of this offering. There is no minimum amount of subscription required
per investor, and subscriptions, once received, are irrevocable.
This offering will commence on the date of this prospectus and will continue for
a period of 180 days (the "Expiration Date"), unless extended by our Board of
Directors for an additional 90 days.
16
DEPOSIT OF OFFERING PROCEEDS
This is an "all or none" offering and, as such, we will not be able to spend any
of the proceeds unless all the shares are sold and all proceeds are received. We
intend to hold all funds collected from subscriptions in a separate bank account
until the total amount of $49,500 has been received. At that time, the funds
will be transferred to our business account for use in implementation of our
business plan. In the event the offering is not sold out prior to the Expiration
Date, all money will be promptly returned to the investors, without interest or
deduction. We determined the use of the standard bank account was the most
efficient use of our current limited funds. There is no assurance we will be
able to return the funds as we are not holding the money in a trust or similar
account and a creditor may be able to execute a judgment against the funds.
Please see the "Risk Factors" section to read the related risk to you as a
purchaser of any shares.
PROCEDURES AND REQUIREMENTS FOR SUBSCRIPTION
If you decide to subscribe to any shares in this offering, you will be required
to execute a Subscription Agreement and tender it, together with a check or bank
money order made payable to Ticket Corp. Subscriptions, once received by the
Company, are irrevocable.
DESCRIPTION OF SECURITIES
COMMON STOCK
Our Articles of Incorporation authorizes the issuance of 100,000,000 shares of
common stock, $0.001 par value per share. The holders of our common stock:
* have equal ratable rights to dividends from funds legally available if
and when declared by our board of directors;
* are entitled to share ratably in all of our assets available for
distribution to holders of common stock upon liquidation, dissolution
or winding up of our affairs;
* do not have preemptive, subscription or conversion rights and there
are no redemption or sinking fund provisions or rights; and
* are entitled to one non-cumulative vote per share on all matters on
which stockholders may vote.
NON-CUMULATIVE VOTING
Holders of shares of our common stock do not have cumulative voting rights,
which means that the holders of more than 50% of the outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if
they so choose, and, in that event, the holders of the remaining shares will not
be able to elect any of our directors. A current officer and director owns 100%
of our outstanding shares.
CASH DIVIDENDS
As of the date of this prospectus, we have not paid any cash dividends to
stockholders. The declaration of any future cash dividend will be at the
discretion of our board of directors and will depend upon our earnings, if any,
our capital requirements and financial position, our general economic
conditions, and other pertinent conditions. It is our present intention not to
pay any cash dividends in the foreseeable future, but rather to reinvest
earnings, if any, in our business operations.
17
REPORTS
We are not required to furnish you with an annual report. We will be required to
file reports with the SEC under section 15(d) of the Securities Act upon
effectiveness of the registration statement. The reports will be filed
electronically. The reports we will be required to file are on forms 10-K, 10-Q,
and 8-K. You may read copies of any materials we file with the SEC at the SEC's
Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. You may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that will contain
copies of the reports we file electronically. The address for the Internet site
is www.sec.gov.
INTEREST OF NAMED EXPERTS AND COUNSEL
None of the below described experts or counsel have been hired on a contingent
basis and none of them will receive a direct or indirect interest in the
Company.
Jill Arlene Robbins, P.A. has passed upon the validity of the shares being
offered and certain other legal matters and is representing us in connection
with this offering.
George Stewart, CPA, an independent certified public accounting firm, has
audited our financial statements included in this prospectus and registration
statement to the extent and for the periods set forth in the audit report.
George Stewart, CPA has presented their report with respect to our audited
financial statements and it is included in reliance upon their authority as
experts in accounting and auditing.
DESCRIPTION OF OUR BUSINESS
EXECUTIVE SUMMARY
Ticket Corp. is an active development stage company with a plan to make the
purchasing and distribution of event tickets in the secondary market, easier,
more accessible, and cost-effective for sellers and buyers of tickets. Ticket
Corp. was incorporated in Nevada on January 17, 2013. At that time Russell
Rheingrover was appointed CEO, President, Secretary, CFO, Treasurer and
Director. The Board voted to seek capital and begin development of our business
plan. We received our initial funding of $33,000 through the sale of common
stock to Russell Rheingrover who purchased 33,000,000 shares of our Common Stock
at $0.001 per share on January 31, 2013. Kristi Ann Nelson was named to the
Board of Directors and elected as current Treasurer and C.F.O. on February 1,
2013.
PRINCIPAL PRODUCTS OR SERVICES AND THEIR MARKETS
The entertainment and event sales market has multiple facets. Ticket Corp.
intends to participate in the secondary market which includes the resale of
tickets to concerts, sporting events, theatre, and other entertainment events.
According to the website sportsbusinessdaily.com the secondary ticket market was
a 3 Billion dollar market as of January 17, 2011. (http://www.sportsbusiness
daily.com/Daily/Issues/2011/01/Jan-17/Facilities/Secondary-tix.aspx). There is
no guarantee that we will be able to obtain any market share in this industry.
We have chosen our initial target market to be the San Francisco Bay area. We
chose San Francisco as it is considered to be one of the world's leading tourist
destinations ranked following Paris, Barcelona and London and other premier
international tourist cities according to US News and World Report. We intend to
be a leading ticket supplier in the San Francisco Bay area by working with major
hotels, venues and concierges. Though we have been unable to find data to
support the exact percentage of the San Francisco secondary ticket market share,
according to Ticketnews.Com (http://www.ticketnews.com/ticket_industry_rankings)
the San Francisco Giants are ranked number 4 in ticket sales for professional
football, basketball, baseball and hockey teams. There is no guarantee however
that we will be able to sell any tickets.
18
The use of Barcode scanning is common on smart phones and is in regular use by
businesses. Examples include major ticket and retail business such as Starbucks
and Amtrak. A quick reference for expanding use of Barcode scanning may be found
at "wikipedia.org". Smart phone users may download tickets or purchase and store
tickets for various events using "Passbook(R))". Two examples of venues
currently using smart phone barcode scanned tickets are the Oracle Arena in
Oakland California and AT&T Park in San Francisco California.
We intend to utilize our proprietary software systems and algorithms to purchase
multiple event tickets at their lowest available price on a daily basis
beginning on the date the event tickets go on sale, and then resell them on a
daily basis at their projected daily highest prices until the event actually
takes place. Our proprietary algorithms are the mathematical software program
steps we developed so that our software continuously predicts the highest
available spread between "buying low and selling high" for each purchase and
each sale - up to the last minute before the event takes place. When executed
correctly, this available spread between "buying low and selling high" is
intended to be the source of our gross profits. In addition, we intend to
utilize our proprietary software systems and algorithms to offer our customers
event merchandise for sale through their smartphones or tablets, and follow up
with recommended additional services, related events and merchandise that fit
their buying choices. The longer our customers continue to conduct their ticket
purchases with us, our proprietary software systems and algorithms are designed
to self-correct and customize our future offerings of services, related events,
and merchandise to fit each customer's buying preferences. As each of our
customers' buying preferences change, so will our offerings of services, related
events, and merchandise.
The company intends to record when new event tickets will be on sale and utilize
out software to allow us to track and analyze ticket pricing trends in order to
purchase tickets as close as possible at their lowest purchase point. We believe
this will keep our overhead low by not maintaining a warehouse of tickets, or
merchandise. It also means we will be able to utilize our software and
algorithms to cater to each customer's changing preferences for services,
related events, and merchandise.
There is no guarantee that our business plan will succeed as we may be unable to
purchase and resell event tickets per our plan. Also, there is no guarantee our
potential customers will utilize our offerings of additional services, related
events or merchandise.
Due to the C.E.O.s experience and relationships in the event marketing industry
the company intends or has already had informal discussions regarding purchase
and resale of tickets and the other capabilities of our app such as the selling
event merchandise through our Smart Ticket Application, with the following
groups: Live Nation, the San Francisco 49'ers, San Francisco Giants, Golden
State Warriors Shoreline Amphitheatre, The Gorge and the San Jose Earthquakes.
Live Nation is an owner of venues, a promoter of events and seller of tickets
and Mr. Rheingrover has a long standing relationship with them to buy tickets
from select events throughout the United States. The company intends to buy and
sell tickets from the following teams, venues and primary ticket agencies: the
San Francisco 49'ers, San Francisco Giants, Golden State Warriors Shoreline
Amphitheatre, The Gorge and the San Jose Earthquakes. Ticketmaster and Live
Nation are primary vendors of tickets. We intend to purchase tickets from both
companies. As buyers of tickets, we are not their competitors. Ticketmaster has
a presence in the secondary market as well as the primary market. We purchase
from them through the primary market and resell through them on the secondary
market. They charge Ticket Corp a 5 percent fee and the buyer a service fee
based on the cost of the ticket. There is no conflict as they welcome our
purchases and the fees that they collect from our sales. We do not need any
agreements with these companies as we intend to act as buyers of tickets, which
we will then resell. Ticket Corp will not have limitations on volume nor will we
pay a higher price by not having agreements. The price and the availability of
tickets from primary resellers are determined by market demand for the artist
and the event promotion.
19
We may post tickets we purchase on Stubhub for sale to buyers, this would
broaden our audience of potential buyers. Multiple sellers post tickets for sale
on Stubhub and buyers go there to buy tickets, when buyers click on a ticket
that we have posted on Stubhub they are directed to our website for the
purchase. We intend to use our management's experience and our software to time
the ticket sales side of our business to maximize the highest price possible in
order to maintain positive cash flow and profit. We do not have any agreements
in place with any of these groups and there is no guarantee that we will be able
to sell tickets for these teams or venues. We also acknowledge that because we
rely on Stubhub and other online brokers there may be some impact on price or
profit due to competition from other sellers. We try to mitigate this by using
our forecasting technology tools and the opportunity to be exposed to more
potential buyers.
Ticket Corp does not, and will not, implement automated purchasing agents. The
company relies on manual purchasing based on methodology devised of tracking
history and demand. The company tracksCompany intends to record when new event tickets will be
on sale, physically purchase initial ticket inventories and physically purchasesutilize our software
to allow us to track and analyze ticket pricing trends in order to purchase
tickets as close as possible at their lowest purchase point. We will continue to
buy and sell tickets up to the tickets online attime the opening sale.event occurs. Purchases are made via
deduction from the company's cash account and we manually enter the CAPTCHA.
After the initial public funding, one of our directors, Mr. Rheingrover,
provided the company with a written agreement to provide sufficient funding to
cover possible daily cash shortfalls in purchasing tickets in an amount up to
$50,000 for one year. As our management will control the dollar amount of daily
purchases, we can cease ticket purchases whenever we have reached our shortfall
limit. We believe this one year funding commitment will be sufficient as a daily
cash reserve, based upon our management's experience. However, we have conducted
no formal study or research in making this shortfall limit. Our C.E.O. is
currently the C.E.O. of a company in the secondary ticket market, he spends only
5 hours of his business time per week on our affairs and there is no guarantee
that we will benefit from his relationships in the event marketing industry.
After the initial public funding, one of our directors, Mr. Rheingrover.
provided the company with a written agreement to provide sufficient funding to
cover possible daily cash shortfalls in purchasing tickets in an amount up to
$50,000 for one year. As our management will control the dollar amount of daily
purchases, we can cease ticket purchases whenever we have reached our shortfall
limit. We believe this one year funding commitment will be sufficient as a daily
cash reserve, based upon our management's experience. However, we have conducted
no formal study or research in making this shortfall limit. Our C.E.O. is
currently the C.E.O. of a company in the secondary ticket market, he spends only
5 hours of his business time per week on our affairs and there is no guarantee
that we will benefit from his relationships in the event marketing industry.
We intend to implement the following steps of our proposed business plan:
* The company intends to develop a method for delivering tickets
directly to the smartphone via text and Website. This will be done
through adaptation of existing MAC IOS and Android developer kits or
creation of a new applet that will deliver the exact image of the
ticket including barcode to the consumer allowing them to gain access
to the venue through the scanned barcode. The ticket will be in PDF
format and will be delivered by an access code that once entered
unlocks the ticket.
* Develop databases of our customers' purchasing history to make
recommendations for upcoming events, and for use in creating direct
marketing strategies.
* Create contests and promotions on social media websites such as
Facebook and Twitter to create ongoing customer loyalty and generate
sales.
* We intend to have our company representatives attend concerts,
sporting, theatres and other entertainment events to promote our
ticketing services.
* We have a development stage website, "ticketcorp.com", that we intend
to complete over the next twelve months in order to generate adverting
revenue, sell tickets and event related products.
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Management entered into a Software Consulting and Development Agreement, dated
May 8, 2013, to license our proprietary price fluctuation and data analysis
software to our customer, Sure Street, Inc.. The rights to our software are
owned solely by Ticket Corp. and we intend to utilize our data analysis software
as an integral part of our planned marketing efforts. Per this Agreement we
generated $30,000 in revenue and intend to utilize this funding during the
coming months of our business plan in order to replenish or supplement cash we
are using for near-term regulatory filings, legal and accounting costs and allow
us to move forward with the initial phase of our plan of operation. We have also
generated $14,000 in revenue from ticket sales.
We are an active development stage business. In order to implement the Company's
business plan, the company has completed the following steps to date:
1. Purchased our domain name WWW.Ticketcorp.com in January 2013.
2. Retained a web designer as of February 2013 who has designed our
company logo and website, which is currently an active website.
3. Built a database extension and electronic file system that allows us
to store and search customer records. We intend to use this database
to analyze our customer database to make selected recommendations for
upcoming events. These were completed in April 2013.
4. Completed the design of its Smart Ticket Application for use on iPhone
and Android Phone operating systems. This application delivers an
electronic ticket to customers' phones via text message. It allows
scanners at event sites to scan the customers' phones and confirm the
customers' valid ticket purchases for event entry without paper
tickets.
5. Developed a feature for selling event merchandise through our Smart
Ticket Application. This allows us to send our customers a text code
that allows them to purchase event merchandise without having to stand
in line at post event sales booths.
6. Developed an additional software feature which allows us to analyze
current customer purchases and recommend customized future additional
services and products via their phones.
7. We retained a software engineer to develop our price fluctuation and
data analysis software. We have begun the initial phase of our
business plan of operations by continuing to develop our website and
our ticket application software, which includes our proprietary price
fluctuation and data analysis software which we intend to use for
marketing purposes. This software allows the company to track and
analyze ticket pricing trends in order to purchase tickets as close as
possible at their lowest purchase point and sell as close as possible
at their highest selling point. As of the date of this filing, we
intend to offer our proprietary data analysis software to
non-competitor companies as an interim source of cash flow and, being
reported as a subsequent Event to the financial statements included in
this prospectus, we have secured our first contract to provide this
software to a customer per a software development contract, invoiced
the customer $30,000 and received payment in November 2013.
8. We retained a technology advisor. He was chosen for his knowledge in
engineering and marketing in the ticket and event industry. He will
assist the company with its technology applications.
With an estimated budget of $49,500, we intend to further implement the
following steps upon completion of our public offering.
* Complete and final test our ticket application software in the first
quarter following funding.
* Complete our development stage website in the first quarter 2014,
"ticketcorp.com", in order to be able to place and process ticket
orders.
* Continue to actively pursue additional non-competitive customers in
order to license our proprietary price fluctuation and data analysis
software. As of the date of this filing, we have not identified or
approached any additional potential customers for possible sales of
our software.
* Generate ticket sales revenue in the first quarter 2014.
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* Create contests and promotions on social media websites such as
Facebook and Twitter to encourage ongoing customer loyalty and
generate sales growth.
* We intend to have our company representatives attend concerts,
sporting, theatres and other entertainment events to promote our
ticketing services.
There is no guarantee that we will be able to obtain market share in this
industry.
DISTRIBUTION METHODS OF THE PRODUCTS OR SERVICES
We currently have no agreements with any venues, we have not yet developed
software for use on Android or Apple enabled devices and we have no agreements
with Apple or other providers of smartphone operating systems to offer our
products on Android or Apple enabled devices.
We intend to sell tickets online to concerts, sporting events, theatre, and
other entertainment events directly to our customers using their smart phones
and tablets such as Android and Apple enabled devices. When our customers arrive
at an event venue, the unique barcode on their smart phones and tablets will be
verified with the existing scanners already in use at the event venues. Ticket
Corp will be using universal barcodes that work with any scanning device. Venues
that have ticket scanning capability accept barcodes on Smart Phones. There does
not need to be an agreement with any venue that uses the universal barcodes.
There are still some older and smaller venues that do not utilize universal
barcodes or use scanning devices and still tear tickets. Management will work
with each venue to confirm the type of scanners they use to avoid any problems
at the event. Our proposed software applications are designed to reduce the risk
of lost tickets and ticket fraud. We also intend to sell event related
merchandise on line to our customers which will be shipped directly to the
customers by the vendors.
We currently have the ability and we do forward the original bar codes
associated with original tickets purchased for our current sales for all venues,
including major league baseball games. Ticket sellers and resellers such as
Stubhub and Ticketmaster also forward original bar codes associated with sales
for most of their venues. In addition, Stubhub has an agreement with major
league baseball to cancel and reissue new bar codes. Ticketmaster cancels and
reissues new bar codes for venues they own or shows they manage or support.
We do not currently have any event ticket customers. If we are successful in our
business plans and attract customers they may use our website once it is up and
running or use our proposed smartphone application to choose the venue, event
time and date and purchase their tickets through PayPal or their credit card.
The tickets will be delivered to our customers' smart phones and tablets with a
unique bar code capable of being scanned at the event venue. The benefits of our
proposed on line distribution method:
* Reduce buyers' cost of shipping and handling
* Quicker turn-around time and delivery of tickets
* Eliminate the risk of tickets being lost or stolen in the mail
Management's research shows that almost all transactions are done via email
where the customer must find a printer to use. Some companies may offer some
form of ticket delivery similar to the one we are proposing, but it is
Management's belief that our app, once development is complete, will be able to
compete in this market.
PRICING
We intend to use our management's experience and our software to time the ticket
sales side of our business to maximize the highest price possible in order to
maintain positive cash flow and profit. We have developed our proprietary price
fluctuation and data analysis software which we intend to use for marketing and
purchasing purposes. The company intends to record when new event tickets will
be on sale and utilize out software to allow us to track and analyze ticket
pricing trends in order to purchase tickets as close as possible at their lowest
purchase point. This software allows the company to track and analyze ticket
22
pricing trends in order to purchase tickets as close as possible at their lowest
purchase point and sell as close as possible at their highest selling point. Our
pricing will be based upon market demand. Each event has a limited amount of
available tickets and as the event date gets closer and the supply dwindlesapproaches, the price will invariably rise. The opposite effect will happen in which excess
22
inventorynormally
fluctuate with the supply and demand for event as the date draws near will result in a price drop.tickets offered for sale. Other
variables that can affect this are weather, team performance, the last minute
absence of a key player or performer, the last minute addition of additional
shows by the promoter or performer.
STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCT OR SERVICE
We currently have no new product or service publicly announced.
OVERVIEW OF THE ONLINE TICKETING INDUSTRY
Management believes, based on our experience as frequent attendees of events,
that ticketing is an industry that has experienced very little innovation over
many years, but is now evolving into a business that increasingly emphasizes
improving the experience for the two most important parties involved in
ticketing for any entertainment and sporting event - patrons and the providers
of the entertainment. Though the technology for delivering tickets via
smartphones is already in use within the industry, in our opinion it is not
widely or effectively used, in our opinion.
COMPETITION, COMPETITIVE POSITION IN THE INDUSTRY AND METHODS OF COMPETITION
The ticketing industry is highly competitive. We will face significant
competition from established national, regional and local primary ticketing
service providers as well as self-ticketing systems through facility box offices
and season, subscription or group sales. We will also face competition in the
resale of tickets from online auction websites and resale marketplaces and from
other ticket resellers with online distribution capabilities. There can be no
assurance that if we are able to establish our business that will be able to
compete successfully in the future with existing or potential competitors or
that competition will not have an adverse effect on our business and financial
condition.
There are a number of competitors in this area including but not limited to Ace
Tickets, Go Tickets and Tickets now. Management has identified the following
providers of this service:
http://www.ictickets.com/FAQ/DeliveryMethods/
http://pittsburgh.pirates.mlb.com/ticketing/mobile_ticket_info.jsp?c_id=pit#tix_
delivery
http://www.fandango.com/faq/MobileTicketFaq.aspx
http://us.provenue.com/index.php/products/ticketsphone
http://www.xorbia.com/w/online-tickets-delivery/
SOURCES AND AVAILABILITY OF RAW MATERIALS AND THE NAMES OF PRINCIPAL SUPPLIERS
We intend to purchase our tickets from arenas, amphitheaters, theaters,
performance halls, golf tournaments, festivals and fairs, rodeos, sports teams.
We intend to purchase most of our tickets from the primary ticket market which
is defined as the original seller of the ticket.
DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS
We do not currently have any customers, however; due to the large number of
individual ticket purchasers we will not be dependent upon one or few major
customers if we are able to carry out our business plan.
PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS OR
LABOR CONTRACTS
The Company presently has no patents or trademarks, licenses, franchises,
concessions, royalty agreements or labor contracts. We do not currently have any
plans to seek intellectual property protection for our proposed app technology.
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NEED FOR ANY GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES
The Company will be subject to numerous state and local licensing laws and laws
that require the disclosure of specified information to ticket purchasers.
BANKRUPTCY OR SIMILAR PROCEEDINGS
There has been no bankruptcy, receivership or similar proceeding.
REORGANIZATION, PURCHASE OR SALE OF ASSETS
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS ON THE BUSINESS
The Company will be subject to numerous state and local licensing laws and laws
that require the disclosure of specified information to ticket purchasers.
In San Francisco and California there are no special licensing requirements to
be an on-line ticket reseller. We are not subject to anti-scalping laws as these
laws in both San Francisco and the State of California apply to physically
selling tickets on or near the venue premises.
In addition, increasing concern over consumer privacy has led to the
introduction from time to time of proposed legislation which could impact the
direct marketing and market research industries. The Company does not know when
or whether any such proposed legislation may pass or whether any such
legislation would relate to the types of services currently provided by the
Company or which the Company intends to develop. Accordingly, the Company cannot
predict the effect, if any, that any such future regulation may have on its
business.
RESEARCH AND DEVELOPMENT ACTIVITIES DURING THE LAST TWO YEARS
We have not expended funds for research and development costs since inception.
COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS
We do not anticipate any costs or effects of compliance with environmental laws.
NUMBER OF TOTAL EMPLOYEES AND NUMBER OF FULL TIME EMPLOYEES
We currently have two employees, our officers, Russell Rheingrover and Kristi
Ann Nelson. Both plan to devote as much time to our business as is necessary and
currently are responsible for our general strategy, fund raising and customer
relations. Mr. Rheingrover estimates he is currently devoting approximately 5
hours per week to company matters and Ms. Nelson estimates she is spending
approximately 2 hours on company matters per week. Once the offering is complete
we may hire additional staff if revenues support the expense.
The Company's Technology Advisor is Steve Sarveil. He provides his knowledge of
technology and acts as a conceptual advisor to the company's technology
projects. He is neither an employee nor a contractor. He meets primarily via
phone once a month and spends approximately 2 to 4 hours a month on company
matters with no remuneration.
Mr. Rheingrover, who currently owns 100% of our outstanding voting stock, is
also the Chief Executive Officer of Jiffy Tickets, a national reseller of
concert, theater, sporting and event tickets. He currently devotes approximately
5 hours of his business time to our affairs and the balance to Jiffy Tickets. He
owes a fiduciary duty of loyalty to us, but also owes similar fiduciary duties
24
to Jiffy Tickets. Due to his responsibilities to serve both companies, there is
potential for conflicts of interest. He will use every effort to avoid material
conflicts of interest generated by his responsibilities to both companies, but
no assurance can be given that material conflicts will not arise which could be
detrimental to our operations and financial prospects.
DESCRIPTION OF PROPERTY
We do not currently own any property. The mailing address of our executive
offices is 9625 Mission Gorge Road, Suite B2 #318, Santee, CA 92071. We
currently operate out of the office of our President, Russell Rheingrover and
consider our current space arrangement adequate and will reassess our needs
based upon the future growth of the Company.
LEGAL PROCEEDINGS
We are not involved in any pending legal proceeding nor are we aware of any
pending or threatened litigation against us.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
NO PUBLIC MARKET FOR COMMON STOCK
There is presently no public market for our common stock. We anticipate making
an application for trading of our common stock on the over the counter bulletin
board upon the effectiveness of the registration statement of which this
prospectus forms a part. We can provide no assurance that our shares will be
traded on the bulletin board, or if traded, that a public market will
materialize.
The Securities Exchange Commission has adopted rules that regulate broker-dealer
practices in connection with transactions in penny stocks. Penny stocks are
generally equity securities with a price of less than $5.00, other than
securities registered on certain national securities exchanges or quoted on the
NASDAQ system, provided that current price and volume information with respect
to transactions in such securities is provided by the exchange or system. The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock, to deliver a standardized risk disclosure document prepared by the
Commission, that: (a) contains a description of the nature and level of risk in
the market for penny stocks in both public offerings and secondary trading; (b)
contains a description of the broker's or dealer's duties to the customer and of
the rights and remedies available to the customer with respect to a violation to
such duties or other requirements of Securities' laws; (c) contains a brief,
clear, narrative description of a dealer market, including bid and ask prices
for penny stocks and the significance of the spread between the bid and ask
price;(d) contains a toll-free telephone number for inquiries on disciplinary
actions;(e) defines significant terms in the disclosure document or in the
conduct of trading in penny stocks; and;(f) contains such other information and
is in such form, including language, type, size and format, as the Commission
shall require by rule or regulation.
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, the customer with; (a) bid and offer quotations for the penny
stock;(b) the compensation of the broker-dealer and its salesperson in the
transaction;(c) the number of shares to which such bid and ask prices apply, or
other comparable information relating to the depth and liquidity of the market
for such stock; and (d) a monthly account statements showing the market value of
each penny stock held in the customer's account.
25
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements may have the effect of reducing the trading
activity in the secondary market for our stock if it becomes subject to these
penny stock rules. Therefore, because our common stock is subject to the penny
stock rules, stockholders may have difficulty selling those securities.
HOLDERS OF OUR COMMON STOCK
Currently, we have one (1) shareholder of record, Russell Rheingrover who owns
33,000,000 shares of our common stock.
RULE 144 SHARES
None of our common stock is currently available for resale to the public under
Rule 144.
In general, under Rule 144 as currently in effect for over the-counter-stocks,
including those quoted on the OTC Bulletin Board and the Pink Sheets, an
affiliate of the company who has beneficially owned shares of a company's common
stock for at least one year is entitled to sell within any three month period a
number of shares that does not exceed one percent of the number of shares of the
company's common stock then outstanding.
Sales under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company.
Under Rule 144(k), a person who is not one of the company's affiliates at any
time during the three months preceding a sale, and who has beneficially owned
the shares proposed to be sold for at least one year, is entitled to sell shares
without complying with the manner of sale, public information, volume limitation
or notice provisions of Rule 144.
STOCK OPTION GRANTS
None.
DIVIDENDS
There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where after giving effect to the
distribution of the dividend:
1. we would not be able to pay our debts as they become due in the usual
course of business, or;
2. our total assets would be less than the sum of our total liabilities
plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those receiving
the distribution.
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We have not declared any dividends and we do not plan to declare any dividends
in the foreseeable future
REPORTS TO SECURITY HOLDERS
Upon effectiveness of the registration statement, of which this prospectus is a
part, will be subject to certain reporting requirements by the U.S. Securities
and Exchange Commission (SEC) and will furnish annual financial reports to our
stockholders, certified by our independent accountants, and will furnish
un-audited quarterly financial reports in our quarterly reports filed
electronically with the SEC. All reports and information filed by us can be
found at the SEC website, www.sec.gov.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD-LOOKING STATEMENTS
Management's statements contained in this portion of the prospectus are not
historical facts and are forward-looking statements. Factors which could have a
material adverse effect on the operations and future prospects of the Company on
a consolidated basis include, but are not limited to, those matters discussed
under the section entitled "Risk Factors," above. Such risks and uncertainties
should be considered in evaluating forward-looking statements and undue reliance
should not be placed on such statements.
OUR PLAN FOR THE NEXT 12 MONTHS
We are actively working to advance our business plan and Management entered into
a Software Consulting and Development Agreement dated May 8, 2013, to license
our proprietary price fluctuation and data analysis software to our customer,
Sure Street, Inc. The rights to our software are owned solely by Ticket Corp.
and we intend to utilize our data analysis software as an integral part of our
planned marketing efforts. Per this Agreement we generated $30,000 in revenue
and intend to utilize this funding during the coming months of our business plan
in order to replenish or supplement cash we are using for near-term regulatory
filings, legal and accounting costs and will allow us to move forward with the
first phase of our plan of operations. We have also generated $14,000 in revenue
from ticket sales.
The company has completed the following steps to date:
1. Purchased our domain name WWW.Ticketcorp.com in January 2013.
2. Retained a web designer as of February 2013 who has designed our
company logo and website, which is currently an active website.
3. Built a database extension and electronic file system that allows us
to store and search customer records. We intend to use this database
to analyze our customer database to make selected recommendations for
upcoming events. These were completed in April 2013.
4. Completed the design of its Smart Ticket Application for use on iPhone
and Android Phone operating systems. This application delivers an
electronic ticket to customers' phones via text message. It allows
scanners at event sites to scan the customers' phones and confirm the
customers' valid ticket purchases for event entry without paper
tickets.
27
5. Developed a feature for selling event merchandise through our Smart
Ticket Application. This allows us to send our customers a text code
that allows them to purchase event merchandise without having to stand
in line at post event sales booths.
6. Developed an additional software feature which allows us to analyze
current customer purchases and recommend customized future additional
services and products via their phones.
7. Being reported as a subsequent event to the financial statements
included in this prospectus, we have delivered and invoiced a major
portion of our Customer Purchases Marketing software to a customer and
will record this sale in our next financial statements.
8. We retained a software engineer to develop our price fluctuation and
data analysis software. We have begun the initial phase of our
business plan of operations by continuing to develop our website and
our ticket application software, which includes our proprietary price
fluctuation and data analysis software which we intend to use for
marketing purposes. This software allows the company to track and
analyze ticket pricing trends in order to purchase tickets as close as
possible at their lowest purchase point and sell as close as possible
at their highest selling point. As of the date of this filing, we
intend to offer our proprietary data analysis software to
non-competitor companies as an interim source of cash flow and, being
reported as a subsequent event to the financial statements included in
this prospectus, we have secured our first contract to provide this
software to a customer per a software development contract and
invoiced the customer $30,000.
9. We retained a technology advisor, Steve Sarveil. He provides his
knowledge of technology and a conceptual advisor to the company's
technology projects. He is neither an employee nor a contractor. He
meets primarily via phone once a month and spends approximately 2 to 4
hours a month on company matters with no remuneration. He was chosen
for his knowledge in engineering and marketing in the ticket and event
industry. He will assist the company with its technology applications.
10. We purchased a small amount of tickets in October 2013 in order to
carry out beta testing on our application. This resulted in a small
amount of revenue being generated from ticket sales in November 2013.
We completed the beta test program at the end of November and have
compiled the data to develop the final release version of the
software. The results were positive and demonstrated the application
is feasible. We intend to complete the software programming and
release the application in July 2014.
Our plan after the Offering is complete includes:
First Quarter
Complete our Software Development and Integration and Website Development.
Software integration is adapting our software to work on the various consumer
devices such as Smart Phones and Tablets. This includes Technical Development
$6,000, Website Development $5,000, Merchant PayPal Development $1,000, Customer
Database Development, and Customer Lists $6,000. Total Estimated Costs $18,000.
Retain a Marketing - Public Relations Consultant to place stories and press
releases about Ticket Corp, including but not limited to launch, strategic
partnerships, contests and promotions including social media such as Facebook,
Twitter and Instagram. Total Estimated Costs $2,500.
Marketing - Public Relations Consultant will implement promotions and contests
to include but not limited to NFL pick `em contest, March Madness Contest etc.
Total Estimated Costs $500.
Total Quarter Estimated Costs $21,000.
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Second Quarter
Marketing - Public Relations Consultant to continue marketing plan to include
stories and press releases, contests and promotions, etc.
Total Quarter Estimated Costs $9,000.
Third Quarter
Marketing - Public Relations Consultant to continue marketing plan to include
stories and press releases, contests and promotions, etc. Total estimated costs
$9,000.
In addition, Marketing - Public Relations Consultant to manage Hotel Concierge
and Venue program by establishing relationships with major hotels and their
concierges in the San Francisco Bay Area to have these concierges recommend
Ticket Corp as their preferred provider of event tickets for their guests.
Concierges are encouraged to promote Ticket Corp. by providing them with
commissions and free tickets for referrals that result in sales. Total estimated
costs $750.
Ticket Corp. intends to also recommend hotels that want to refer us to their
guests by offering those hotels a "preferred hotel" status that will be listed
on our website as a "recommended hotel" to our customers. There are no estimated
costs for this "recommended hotel" program.
Total Quarter Estimated Costs $9,750.
Fourth Quarter
Marketing - Public Relations Consultant to continue marketing plan to include
stories and press releases, contests and promotions, etc. Total estimated costs
$9,000.
In addition, Marketing - Public Relations Consultant to manage Hotel Concierge
and Venue program by establishing relationships with major hotels and their
concierges in the San Francisco Bay Area to have these concierges recommend
Ticket Corp as their preferred provider of event tickets for their guests.
Concierges are encouraged to promote Ticket Corp. by providing them with
commissions and free tickets for referrals that result in sales. Total estimated
costs $750.
Ticket Corp. intends to also recommend hotels that want to refer us to their
guests by offering those hotels a "preferred hotel" status that will be listed
on our website as a "recommended hotel" to our customers. There are no estimated
costs for this "recommended hotel" program.
Total Quarter Estimated Costs $9,750.
The total estimated cost for our operating plan for the twelve month period
after the Offering is complete is approximately $49,500.
We purchased a small amount of tickets in October 2013 in order to carry out
beta testing on our application. This resulted in a small amount of revenue
being generated from ticket sales in November 2013. We completed the beta test
program at the end of November and have compiled the data to develop the final
release version of the software. The results were positive and demonstrated the
application is feasible. We intend to complete the software programming and
release the application in July 2014. Based on funding from our offering we
anticipate beginning to procure tickets for resale on a regular basis in the
first quarter of 2014. Management believes we will have enough cash on hand to
purchase the initial inventory and sales will then support the ticket inventory
purchases after the initial purchases. In addition, Mr. Rheingrover has provided
29
the company with a written agreement to provide sufficient funding to cover
possible daily cash shortfalls in purchasing tickets in an amount up to $50,000
for one year after the initial public funding.
If we are successful in implementing this initial part of the business plan and
we begin to produce sales from the app or website, we may hire one or more
additional staff to handle increased demands, site monitoring, data entry, and
customer support. There may be additional demands placed on the company for
website development and a consequent need to broaden the management team.
Depending on availability of funds and the opportunities available to the
Company, we may hire marketing personnel to access additional sales and
distribution channels.
We estimate that we will need approximately $7,500 to cover accounting fees in
the next twelve months to remain in compliance with SEC rules.
RESULTS OF OPERATIONS FOR THE PERIOD FROM INCEPTION (JANUARY 17, 2013) TO JANUARY 31,APRIL
30, 2014
REVENUES
We have earned $44,000$71,500 in revenues since our inception. There is no assurance
that we will be able to accomplish our business plan to earn additional
revenues.
COST OF GOODS SOLD
We incurred $11,528$51,326 in cost of goods sold from inception through January
31,2014.April 30, 2014.
OPERATING EXPENSES
We incurred $42,181$44,286 in operating expenses from inception through January 31,April 30, 2014.
NET LOSS
We had a net loss of $9,709$24,112 for the period from inception to January 31,April 30, 2014.
LIQUIDITY AND CAPITAL RESOURCES
As of January 31,April 30, 2014, we had total current assets of $23,391.$22,815. Our total current
liabilities as of January 31,April 30, 2014 were $100.$13,927. We had working capital of $9,291$8,888
as of January 31,April 30, 2014.
Cash flows provided by financing activities during the period from inception to
January 31,April 30, 2014 amounted to $33,100 and consisted primarily of $100 as proceeds
from a related party loan and $33,000 from common shares issued for cash.
Management entered into a Software Consulting and Development Agreement dated
May 8th, 2013 with Sure Street, Inc. for proprietary price fluctuation and data
analysis software. The rights to the software will be owned by the Company and
will be utilized for our own data analysis for future marketing efforts.
Management estimates this bridge funding of $30,000, during the early part of
our business plan, will allow us to replenish or supplement cash we are using
for near-term regulatory filings, legal and accounting costs. We have also
generated $14,000$41,500 in revenue from ticket sales.
30
Based upon our current financial condition, Management believes we will have
sufficient cash to operate our business at the current level of minimal
operations for the next twelve months. We anticipate needing approximately
$25,000$36,000 in the next 12 months in a limited operation scenario.
OFF BALANCE SHEET ARRANGEMENTS
As of January 31,April 30, 2014, there were no off balance sheet arrangements.
GOING CONCERN
The Company had limited operations during the period from January 17, 2013 (date
of inception) to January 31,April 30, 2014. This condition raises substantial doubt about
the Company's ability to continue as a going concern. The Company is currently
in the development stage and has minimal expenses, management believes that the
Company's current cash of $9,391$315, accounts receivables of $22,500 and expected
revenues is sufficient to cover the expenses they will incur during the next
twelve months in a limited operations scenario or until it raises additional
funding.
EMERGING GROWTH COMPANY STATUS
We are an "emerging growth company" as defined under the Jumpstart our Business
Startups Act ("JOBS Act"). We will remain an "emerging growth company" for up to
five years, or until the earliest of:
1. the last day of the first fiscal year in which our total annual gross
revenues exceed $1 billion,
2. 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
3. the date on which we have issued more than $1 billion in
non-convertible debt during the preceding three year period.
As an "emerging growth company", we may take advantage of certain exemptions
from various reporting requirements that are applicable to other public
companies that are not "emerging growth companies" including, but not limited
to:
* not being required to comply with the auditor attestation requirements
of section 404(b) of the Sarbanes-Oxley Act ("Sarbanes Oxley") (we
also will not be subject to the auditor attestation requirements of
section 404(b) as long as we are a "smaller reporting company", which
includes issuers that had a public float of less than $75 million as
of the last business day of their most recently completed second
fiscal quarter);
* reduced disclosure obligations regarding executive compensation in our
periodic reports and proxy statements; and
* exemptions from the requirements of holding a non-binding advisory
vote on executive compensation and shareholder approval of any golden
parachute payments not previously approved.
In addition, section 107 of the JOBS Act 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 of 1933 (the "Securities Act") for
complying with new or revised accounting standards. Under this provision, an
31
"emerging growth company" can delay the adoption of certain accounting standards
until those standards would otherwise apply to private companies.
During the time we qualify as an emerging growth company we plan to take
advantage of specified reduced reporting and other burdens that are otherwise
applicable generally to public companies. These provisions include:
* A requirement to have only two years of audited financial statements
and only two years of related MD&A:
* Exemption from the auditor attestation requirement in the assessment
of the emerging growth company's internal control over financial
reporting under Section 404 of the Sarbanes-Oxley Act of 2002;
* Reduced disclosure about the emerging growth company's executive
compensation arrangements; and
OFF-BALANCE SHEET ARRANGEMENTS
We do not have 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 that is material to investors.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us on which to base an
evaluation of our performance. We are a development stage company and have not
generated revenues from operations. We cannot guarantee we will be successful in
our business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources,
possible delays in implementing our business plan, and possible cost overruns
due to increases in the cost of services.
To become profitable and competitive, we must implement our business plan and
generate revenue. We are seeking funding from this offering to provide the
capital required to implement the business plan. We believe that the funds from
this offering will allow us to operate for one year.
SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a January 31, year-end.
BASIC EARNINGS (LOSS) PER SHARE
ASC No. 260, "Earnings Per Share", specifies the computation, presentation and
disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. The Company has adopted the provisions of ASC No. 260.
Basic net earnings (loss) per share amounts is computed by dividing the net
earnings (loss) by the weighted average number of common shares outstanding.
Diluted earnings (loss) per share are the same as basic earnings (loss) per
share due to the lack of dilutive items in the Company.
32
CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of 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 financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with ASC No. 250
all adjustments are normal and recurring.
INCOME TAXES
Income taxes are provided in accordance with ASC No. 740, Accounting for Income
Taxes. A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss
carry-forwards. Deferred tax expense (benefit) results from the net change
during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.
REVENUE
The Company records revenue on the accrual basis when all goods and services
have been performed and delivered, the amounts are readily determinable, and
collection is reasonably assured. The Company has generated $44,000 in revenue
since its inception.
ADVERTISING
The Company will expense its advertising when incurred. There has been no
advertising since inception.
JOBS ACT EXTENDED TRANSITION PERIOD
As a result of our election to use the extended transition period for complying
with new or revised accounting standards under Section 102(b)(2), our financial
statements may not be comparable to companies that comply with public company
effective dates.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The name, age and title of our executive officers and directors are as follows:
33
Name and Address of Executive
Officer and/or Director Age Position
----------------------- --- --------
Russell Rheingrover 48 Chairman and CEO, President, Secretary
9625 Mission Gorge Rd. and Director
Suite B2 #318
Santee, CA 92071
Kristi Ann Nelson 46 Treasurer, CFO and Director
9625 Mission Gorge Rd.
Suite B2 #318
Santee, CA 92071
The persons named above are the only promoters of Ticket Corp., as that term is
defined in the rules and regulations promulgated under the Securities and
Exchange Act of 1933. Mr. Rheingrover has served in his positions from inception
(January 17, 2013) until present and Ms. Nelson has served as Director since
inception and as Treasurer & C.F.O. since February 1, 2013.
TERM OF OFFICE
Directors are appointed to hold office until the next annual meeting of our
stockholders or until a successor is elected and qualified, or until resignation
or removal in accordance with the provisions of the Company by-laws or Nevada
corporate law. Officers are appointed by our Board of Directors and holds office
until removed by the Board. The Board of Directors has no nominating, auditing
or compensation committees.
SIGNIFICANT EMPLOYEES
We currently have two employees, Mr. Rheingrover and Ms. Nelson. Mr. Rheingrover
and Ms. Nelson currently devote the hours necessary to our business and are
responsible for our general strategy, fund raising and customer relations.
No officer or director of the Company has been the subject of any order,
judgment, or decree of any court of competent jurisdiction, or any regulatory
agency permanently or temporarily enjoining, barring, suspending or otherwise
limiting him from acting as an investment advisor, underwriter, broker or dealer
in the securities industry, or as an affiliated person, director or employee of
an investment company, bank, savings and loan association, or insurance company
or from engaging in or continuing any conduct or practice in connection with any
such activity or in connection with the purchase or sale of any securities. No
officer or director of the Company has been convicted in any criminal proceeding
(excluding traffic violations) nor are they the subject of any currently pending
criminal proceeding.
EXECUTIVE BIOGRAPHY
RUSSELL RHEINGROVER, PRESIDENT, SECRETARY, CEO AND DIRECTOR
Mr. Rheingrover is the founder of Ticket Corp. He has over twenty years'
experience in building and developing emerging companies, primarily in the
technology and entertainment industries.
34
From 2008 to current he has been the owner of Jiffy Tickets a national reseller
of concert, theater, sporting and event tickets. From 2003 to 2008 he was
Director of North American Sales for PureDepth Inc., whose patented technology
is used to enhance an array of advanced electronic displays, including mobile
devices, casino games, amusement games and public information displays. From
1999 to 2003 he was Director U.S Sales for Pulse Entertainment where he was
responsible for developing relationships with many key entertainment groups
including Warner Brothers and NBC. From 1996 to 1999 he was in charge of Retail
and Channel Sales for Hitachi in North America. From 1993 to 1996 he was Senior
Vice President of Sales and Marketing for Velocity Corp., a leading video game
developer and distributor.
Mr. Rheingrover is a graduate of the University of Pacific with a Bachelor of
Science in Business Administration with an emphasis on Marketing in 1987.
KRISTI ANN NELSON, TREASURER, CFO AND DIRECTOR
Ms. Nelson joined Ticket Corp. in February 2013. She has extensive experience in
both technology and major media marketing.
From May 2009 to current she has been the Digital Account Director for IDG
Enterprise (an International Data Group (IDG) company). IDG is a leading
technology, media, research, event management, and venture capital organization.
At IDG she is responsible for approximately 650 Business2Business clients in
Washington and Oregon. Business2Business refers to "the exchange of products,
services, or information between businesses rather than between businesses and
consumers." From September 2008 to May 2009 she held the position of Account
Manager for Computerworld at IDG Enterprise. From July 2006 to August 2008 she
was a Regional Account Manager at Ziff Davis Enterprise, responsible for
optimizing marketing strategies through integrated media programs for multiple
clients. From November 2004 to June 2006 she was self-employed as a consultant
in sales infrastructure assisting sales and marketing professionals in ways to
improve their sales opportunities.
Ms. Nelson is a graduate of Cal State Chico with a Bachelor of Arts Degree in
Psychology in 1992.
EXECUTIVE COMPENSATION
MANAGEMENT COMPENSATION
Currently our officers and directors receive no compensation for their services
during the development stage of our business operations. Officers and directors
are reimbursed for any out-of-pocket expenses they may incur on our behalf. In
the future once revenue is being generated, we may approve payment of salaries
for officers and directors, but currently, no such plans have been approved. No
officer or director salaries will be paid from the proceeds of this offering. We
do not have any employment agreements in place with our officer and director. We
also do not currently have any benefits, such as health or life insurance,
available to our employee.
35
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Equity Nonqualified
Incentive Deferred All
Name and Plan Compen- Other
Principal Stock Option Compen- sation Compen-
Position Year Salary Bonus Awards Awards sation Earnings sation Totals
------------ ---- ------ ----- ------ ------ ------ -------- ------ ------
Russell 2014 0 0 0 0 0 0 0 0
Rheingrover, 2013 0 0 0 0 0 0 0 0
CEO, Director
Kristi Ann 2014 0 0 0 0 0 0 0 0
Nelson, CFO, 2013 0 0 0 0 0 0 0 0
Director
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Option Awards Stock Awards
---------------------------------------------------------------- ----------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable Unexercisable Options (#) Price Date Vested(#) Vested Vested Vested
---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------
Russell 0 0 0 0 0 0 0 0 0
Rheingrover
Kristi Ann 0 0 0 0 0 0 0 0 0
Nelson
DIRECTOR COMPENSATION
Change in
Pension
Value and
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash Awards Awards Compensation Earnings Compensation Total
---- ---- ------ ------ ------------ -------- ------------ -----
Russell 0 0 0 0 0 0 0
Rheingrover
Kristi Ann 0 0 0 0 0 0 0
Nelson
36
On January 31, 2013, a total of 33,000,000 shares of common stock were issued to
Russell Rheingrover in exchange for cash in the amount of $33,000 or $0.001 per
share.
There are no annuity, pension or retirement benefits proposed to be paid to the
officer or director or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
Company or any of its subsidiaries, if any.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the number of
shares of our common stock owned beneficially as of the date of this prospectus
by: (i) each person (including any group) known to us to own more than five
percent (5%) of any class of our voting securities, (ii) our directors, and or
(iii) our officers. Unless otherwise indicated, the stockholder listed possesses
sole voting and investment power with respect to the shares shown.
Amount and Nature Percentage
Name and Address of Beneficial of Common
Title of Class of Beneficial Owner Ownership Stock(1)
-------------- ------------------- --------- --------
Common Stock Russell Rheingrover, President 33,000,000 100%
9625 Mission Gorge Rd., Suite B2 #318 Direct
Santee, CA 92071
Kristi Ann Nelson 0 0
9625 Mission Gorge Rd., Suite B2 #318
Santee, CA 92071
Common Stock Officers and/or directors as a Group 33,000,000 100%
Holders of More Than 5% of Our Common Stock
N/A
----------
(1) A beneficial owner of a security includes any person who, directly or
indirectly, through any contract, arrangement, understanding, relationship,
or otherwise has or shares: (i) voting power, which includes the power to
vote, or to direct the voting of shares; and (ii) investment power, which
includes the power to dispose or direct the disposition of shares. Certain
shares may be deemed to be beneficially owned by more than one person (if,
for example, persons share the power to vote or the power to dispose of the
shares). In addition, shares are deemed to be beneficially owned by a
person if the person has the right to acquire the shares (for example, upon
exercise of an option) within 60 days of the date as of which the
information is provided. In computing the percentage ownership of any
person, the amount of shares outstanding is deemed to include the amount of
shares beneficially owned by such person (and only such person) by reason
of these acquisition rights. As a result, the percentage of outstanding
shares of any person as shown in this table does not necessarily reflect
the person's actual ownership or voting power with respect to the number of
shares of common stock actually outstanding as of the date of this
prospectus. As of the date of this prospectus, there were 33,000,000 shares
of our common stock issued and outstanding.
37
FUTURE SALES BY EXISTING STOCKHOLDERS
A total of 33,000,000 shares have been issued to the existing stockholder, all
of which are held by an officer/director and are restricted securities, as that
term is defined in Rule 144 of the Rules and Regulations of the SEC promulgated
under the Act. Under Rule 144, such shares can be publicly sold, subject to
volume restrictions and certain restrictions on the manner of sale, commencing
six months after their acquisition.
Rule 144(i)(1) states that the Rule 144 safe harbor is not available for the
resale of securities "initially issued" by a shell company (other than a
business combination related shell company) or an issuer that has "at any time
previously" been a shell company (other than a business combination related
shell company). Consequently, the Rule 144 safe harbor is not available for the
resale of such securities unless and until all of the conditions in Rule
144(i)(2) are satisfied at the time of the proposed sale.
Any sale of shares held by the existing stockholder (after applicable
restrictions expire) and/or the sale of shares purchased in this offering (which
would be immediately resalable after the offering), may have a depressive effect
on the price of our common stock in any market that may develop, of which there
can be no assurance. Our principal shareholder does not have any plans to sell
his shares at any time after this offering is complete.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On January 31, 2013, the Company issued a total of 33,000,000 shares of common
stock to Russell Rheingrover for cash at $0.001 per share for a total of
$33,000. A deposit of $30,000 was made by the Company on January 31, 2013 with
the remaining $3,000 being carried as a Subscription Receivable. On February 11,
2013 the Subscription Receivable carried by the Company for $3,000 was fulfilled
and deposited in the Company's bank account.
Mr. Rheingrover, who currently owns 100% of our outstanding voting stock, is
also the Chief Executive Officer of Jiffy Tickets, a national reseller of
concert, theater, sporting and event tickets. He currently devotes approximately
5 hours of his business time to our affairs and the balance to Jiffy Tickets. He
owes a fiduciary duty of loyalty to us, but also owes similar fiduciary duties
to Jiffy Tickets. Due to his responsibilities to serve both companies, there is
potential for conflicts of interest. He will use every effort to avoid material
conflicts of interest generated by his responsibilities to both companies, but
no assurance can be given that material conflicts will not arise which could be
detrimental to our operations and financial prospects.
Mr. Rheingrover has provided the company with a written agreement to provide
sufficient funding to cover possible daily cash shortfalls in purchasing tickets
in an amount up to $50,000 for one year after the initial public funding.
We have not yet formulated a policy for handling conflicts of interest; however,
we intend to do so upon completion of this offering and, in any event, prior to
hiring any additional employees.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the small business issuer pursuant to the By-Laws of the Company, or
otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act, and is, therefore unenforceable.
38
In the event that a claim for indemnification against such liabilities (other
than the payment of expenses incurred or paid by a director, officer or
controlling person in the successful defense of any action, suit or proceeding)
is asserted by such director, officer, or other control person in connection
with the securities being registered, we will, unless in the opinion of our
legal counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it, is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
AVAILABLE INFORMATION
We have filed a registration statement on Form S-1, of which this prospectus is
a part, with the U.S. Securities and Exchange Commission. Upon completion of the
registration, we will be subject to the informational requirements of the
Exchange Act and, in accordance therewith, will file all requisite reports, such
as Forms 10-K, 10-Q and 8-K, proxy statements, under Sec.14 of the Exchange Act,
and other information with the Commission. Such reports, proxy statements, this
registration statement and other information, may be inspected and copied at the
public reference facilities maintained by the Commission at 100 F Street NE,
Washington, D.C. 20549. Copies of all materials may be obtained from the Public
Reference Section of the Commission's Washington, D.C. office at prescribed
rates. You may obtain information regarding the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The Commission also
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission at http://www.sec.gov
FINANCIAL STATEMENTS
The financial statements of Ticket Corp. for the years ended January 31, 2014
and 2013 and related notes, included in this prospectus have been audited by
George Stewart, CPA and have been so included in reliance upon the opinion of
such accountants given upon their authority as an expert in auditing and
accounting.
The financial statements of Ticket Corp. for the three month periods ended April
30, 2014 and 2013 and related notes, included in this prospectus have been
prepared by the Company and reviewed by George Stewart, CPA.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
(A) DISMISSAL OF PLS, CPA
(a) On October 31, 2013, the board of directors of Ticket Corp. dismissed Anton
& Chia, LLP, as our principal independent accountant. On November 12, 2013, we
engaged George Stewart, CPA as our principal independent accountant.
Anton & Chia LLP's report on our financial statements for the fiscal year ended
January 31, 2013 did not contain an adverse opinion or disclaimer of opinion, or
qualification or modification as to uncertainty, audit scope, or accounting
principles, except that such report on our financial statements contained an
explanatory paragraph in respect to the substantial doubt about our ability to
continue as a going concern.
During our fiscal year ended January 31, 2013 and in the subsequent interim
period through the date of dismissal, there were no disagreements, resolved or
not, with Anton & Chia, LLP on any matter of accounting principles or practices,
financial statement disclosure, or audit scope and procedures, which
disagreement(s), if not resolved to the satisfaction of Anton & Chia, LLP, would
have caused Anton & Chia, LLP to make reference to the subject matter of the
disagreement(s) in connection with its report.
39
During our fiscal year ended January 31, 2013 and in the subsequent interim
period through the date of dismissal, there were no reportable events as
described in Item 304(a)(1)(v) of Regulation S-K.
The reason for the dismissal of Anton & Chia, LLP was solely based upon
financial consideration. As we are a development stage company, we must adhere
to a strict budget. Our Board of Directors made the decision to dismiss Anton &
Chia, LLP due to our inability to adhere to our budget based upon the fees
charged by Anton & Chia, LLP.
We provided Anton & Chia, LLP with a copy of this disclosure prior to filing
with the Securities and Exchange Commission, and requested that they furnish us
with a letter addressed to the Securities and Exchange Commission stating
whether they agree with the statements made in this disclosure, and if not,
stating the respects with which they do not agree. The letter from Anton & Chia,
LLP is included as Exhibit 16.1.
(b) During our fiscal year ended January 31, 2013 and in the subsequent interim
period through the date of appointment of George Stewart, CPA on November 12,
2013, we have not consulted with George Stewart, CPA regarding either the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
its financial statements, nor has George Stewart, CPA provided to our company a
written report or oral advice that George Stewart, CPA concluded was an
important factor considered by us in reaching a decision as to the accounting,
auditing or financial reporting issue. In addition, during such period, we have
not consulted with George Stewart, CPA regarding any matter that was either the
subject of a disagreement (as defined in Item 304(a)(1)(iv) and the related
instructions) or a reportable event (as described in Item 304(a)(1)(v) of
Regulation S-K).
George Stewart, CPA has audited the January 31, 2014 financial statements
included in this report and also re-audited the original period from inception
(January 17, 2013) to January 31, 2013.
40
GEORGE STEWART, CPA
316 17TH AVENUE SOUTH
SEATTLE, WASHINGTON 98144
(206) 328-8554 FAX(206) 328-0383
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Ticket Corp.
I have audited the accompanying balance sheets of Ticket Corp. (A Development
Stage Company) as of January 31, 2014 and 2013, and the related statements of
operations, stockholders' equity and cash flows for the years ended January 31,
2014 and 2013 and for the period from January 17, 2013 (inception), to January
31, 2014. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a reasonable
basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Ticket Corp., (A Development Stage
Company) as of January 31, 2014 and 2013, and the results of its operations and
cash flows for the years ended January 31, 2014 and 2013 and the period from
January 17, 2013 (inception), to January 31, 2014 in conformity with generally
accepted accounting principles in the United States of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note # 4 to the financial
statements, the Company has had no operations and has no established source of
revenue. This raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters is also described in Note
#4. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ George Stewart
---------------------------------
Seattle, Washington
April 24, 2014
F-1
TICKET CORP.
(A Development Stage Company)
Balance Sheets
(Audited)
--------------------------------------------------------------------------------
Year Ended Year Ended
January 31, 2014 January 31, 2013
---------------- ----------------
ASSETS
CURRENT ASSETS
Cash $ 9,391 $ 30,100
Accounts Receivable 14,000 --
-------- --------
TOTAL ASSETS $ 23,391 $ 30,100
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
CURRENT LIABILITIES:
Due to Related Party $ 100 $ 100
-------- --------
STOCKHOLDERS' EQUITY
Common stock: authorized 100,000,000; $0.001 par value;
33,000,000 shares issued and outstanding at
January 31, 2014 and January 31, 2013 33,000 33,000
Paid in capital -- --
Subscriptions receivable -- (3,000)
Deficit accumulated during the development stage (9,709) --
-------- --------
TOTAL STOCKHOLDERS' EQUITY 23,291 30,100
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 23,391 $ 30,100
======== ========
The accompanying notes are an integral part of these financial statements
F-2
TICKET CORP.
(A Development Stage Company)
Statements of Operations
(Audited)
--------------------------------------------------------------------------------
From Inception
The Year Ended (January 17, 2013) to
January 31, 2014 January 31, 2013
---------------- ----------------
REVENUES $ 44,000 $ --
----------- -------------
TOTAL REVENUES 44,000 --
----------- -------------
COST OF GOODS SOLD
Beta Test Expense 372 --
Purchases - Resale Tickets 11,156 --
----------- -------------
TOTAL COST OF GOODS SOLD 11,528 --
----------- -------------
GROSS PROFIT 32,472 --
----------- -------------
OPERATING EXPENSES
General and administrative 42,181 --
----------- -------------
TOTAL EXPENSES 42,181 --
----------- -------------
NET LOSS FOR THE PERIOD $ (9,709) $ --
=========== =============
NET LOSS PER SHARE:
BASIC AND DILUTED $ (0.00) $ 0.00
=========== =============
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED 33,000,000 33,000,000
=========== =============
The accompanying notes are an integral part of these financial statements
F-3
TICKET CORP.
(A Development Stage Company)
Statements of Changes in Shareholders' Equity
(Audited)
--------------------------------------------------------------------------------
Common Stock
--------------------- Additional Total
Number of Paid in Subscriptions Accumulated Shareholders'
Shares Par Value Capital Receivable Deficit Equity
------ --------- ------- ---------- ------- ------
Balance, January 17 2013 (Inception) -- $ -- $ -- $ -- $ -- $ --
Common Shares issued for cash on
January 31, 2013 33,000,000 33 32,967 (3,000) -- 30,000
Net loss -- -- -- -- -- --
---------- ------- -------- -------- -------- ----------
Balance, January 31, 2013 33,000,000 33 32,967 (3,000) -- 30,000
========== ======= ======== ======== ======== ==========
February 2013 - Subscription Receivable -- -- -- 3,000 -- 3,000
Net loss -- -- -- -- (9,709) (9,709)
---------- ------- -------- -------- -------- ----------
Balance, January 31, 2014 33,000,000 $ 33 $ 32,967 $ -- $ -- $ 23,291
========== ======= ======== ======== ======== ==========
The accompanying notes are an integral part of these financial statements
F-4
TICKET CORP.
(A Development Stage Company)
Statements of Cash Flows
(Audited)
--------------------------------------------------------------------------------
From inception
The Year Ended (January 17, 2013) to
January 31, 2014 January 31, 2013
---------------- ----------------
OPERATING ACTIVITIES:
Net loss $ (9,709) $ --
Adjustment to reconcile net loss to net
cash provided by operations:
Changes in assets and liabilities:
Accounts Receivable (14,000) --
Subscription Receivable 3,000 --
-------- --------
Net cash provided by operating activities (20,709) --
FINANCING ACTIVITIES:
Proceeds from issuance of common stock -- 30,000
Due to related party -- 100
-------- --------
Net cash provided by financing activities -- 30,100
-------- --------
Net increase in cash (20,709) 30,100
Cash, beginning of period 30,100 --
-------- --------
Cash, end of period $ 9,391 $ 30,100
======== ========
Supplemental disclosure of cash flow information:
Cash paid during the period
Taxes $ -- $ --
======== ========
Interest $ -- $ --
======== ========
The accompanying notes are an integral part of these financial statements
F-5
TICKET CORP.
(An Development Stage Company)
Notes to Financial Statements
January 31, 2014
--------------------------------------------------------------------------------
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Ticket Corp. (the Company) was incorporated under the laws of the State of
Nevada on January 17, 2013. The Company was formed to become a provider of
tickets in the San Francisco Bay Area and a national provider of premium seats
and entrance to concerts, sporting events, theatre and entertainment, including
corporate and group ticketing, special events and promotions worldwide.
The Company is in the development stage. Its activities to date have been
limited to capital formation, organization, development of its business plan and
limited revenue generation.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a January 31, year-end.
BASIC EARNINGS (LOSS) PER SHARE
ASC No. 260, "Earnings Per Share", specifies the computation, presentation and
disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. The Company has adopted the provisions of ASC No. 260.
Basic net earnings (loss) per share amounts is computed by dividing the net
earnings (loss) by the weighted average number of common shares outstanding.
Diluted earnings (loss) per share are the same as basic earnings (loss) per
share due to the lack of dilutive items in the Company.
CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of 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 financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with ASC No. 250
all adjustments are normal and recurring.
F-6
TICKET CORP.
(An Development Stage Company)
Notes to Financial Statements
January 31, 2014
--------------------------------------------------------------------------------
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
INCOME TAXES
Income taxes are provided in accordance with ASC No. 740, Accounting for Income
Taxes. A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss
carry-forwards. Deferred tax expense (benefit) results from the net change
during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.
REVENUE
The Company records revenue on the accrual basis when all goods and services
have been performed and delivered, the amounts are readily determinable, and
collection is reasonably assured. The Company has generated $44,000 in revenue
from its inception through January 31, 2014.
ADVERTISING
The Company will expense its advertising when incurred. There has been no
advertising since inception.
NOTE 3. RECENT ACCOUNTING PRONOUCEMENTS
The Company has evaluated all the recent accounting pronouncements through the
date the financial statements were issued and filed with the Securities and
Exchange Commission and believe that none of them will have a material effect on
the Company's financial statements.
NOTE 4. GOING CONCERN
The accompanying financial statements are presented on a going concern basis.
The Company had limited operations during the period from January 17, 2013 (date
of inception) to January 31, 2014. This condition raises substantial doubt about
the Company's ability to continue as a going concern. The Company is currently
in the development stage and has minimal expenses, management believes that the
Company's current cash of $9,391 and expected revenue from sales are sufficient
to cover the expenses they will incur during the next twelve months in a limited
operations scenario or until it raises additional funding.
F-7
TICKET CORP.
(An Development Stage Company)
Notes to Financial Statements
January 31, 2014
--------------------------------------------------------------------------------
NOTE 5. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common stock.
NOTE 6. RELATED PARTY TRANSACTIONS
The sole officer and two directors of the Company may, in the future, become
involved in other business opportunities as they become available, they may face
a conflict in selecting between the Company and their other business
opportunities. The Company has not formulated a policy for the resolution of
such conflicts.
As of January 31, 2014, $100 is owed to Russell Rhiengrover, CEO, from funds
loaned by him to the Company and is non-interest bearing with no specific
repayment terms.
NOTE 7. STOCK TRANSACTIONS
On January 31, 2013, the Company issued a total of 33,000,000 shares of common
stock to its sole officer Russell Rhiengrover for cash in the amount of $0.001
per share for a total of $33,000.
As of January 31, 2014 the Company had 33,000,000 shares of common stock issued
and outstanding.
NOTE 8. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of January 31, 2014:
Common stock, $ 0.001 par value: 100,000,000 shares authorized; 33,000,000
shares issued and outstanding.
NOTE 9. SUBSEQUENT EVENTS
The Company evaluated all events or transactions that occurred after January 31,
2014 up through date the Company issued these financial statements and found no
subsequent events to be reported.
F-8
TICKET CORP.
(A Development Stage Company)
Balance Sheets
--------------------------------------------------------------------------------
April 30, 2014 January 31, 2014
-------------- ----------------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash $ 315 $ 9,391
Accounts Receivable 22,500 14,000
-------- --------
TOTAL ASSETS $ 22,815 $ 23,391
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Current Liabilities:
Accounts Payable $ 13,827 $ --
Due to Related Party 100 100
-------- --------
TOTAL LIABILITIES 13,927 100
STOCKHOLDERS' EQUITY
Common stock: authorized 100,000,000; $0.001 par value;
33,000,000 shares issued and outstanding at
April 30, 2014 and January 31, 2014 33,000 33,000
Paid in capital -- --
Subscriptions receivable -- --
Deficit accumulated during the development stage (24,112) (9,709)
-------- --------
Total Stockholders' Equity 8,888 23,291
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 22,815 $ 23,391
======== ========
See Notes to the Unaudited Financial Statements
F-9
TICKET CORP.
(A Development Stage Company)
Statements of Operations
(Unaudited)
--------------------------------------------------------------------------------
Three Months Three Months From Inception
Ending Ending (January 17, 2013) to
April 30, 2014 April 30, 2013 April 30, 2014
-------------- -------------- --------------
REVENUES
Revenue $ 27,500 $ -- $ 71,500
Cost of Goods Sold (39,798) -- (51,326)
------------ ------------ ------------
Gross Profit (12,298) -- 20,174
------------ ------------ ------------
OPERATING EXPENSES:
General and administrative 2,104 13,189 44,286
------------ ------------ ------------
Total Expenses 2,104 13,189 44,286
------------ ------------ ------------
Net loss for the period $ (14,403) $ (13,189) $ (24,112)
============ ============ ============
Basic and diluted $ (0.00) $ (0.00) $ (0.00)
============ ============ ============
Weighted average number of shares outstanding:
Basic and diluted 33,000,000 33,000,000 33,000,000
============ ============ ============
See Notes to the Unaudited Financial Statements
F-10
TICKET CORP.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
--------------------------------------------------------------------------------
Three Months Three Months From Inception
Ending Ending (January 17, 2013) to
April 30, 2014 April 30, 2013 April 30, 2014
-------------- -------------- --------------
Operating activities:
Net loss $(14,403) $(13,189) $(24,112)
Adjustment to reconcile net loss to net cash
provided by operations:
Changes in assets and liabilities:
Increase in Accounts Receivable (8,500) -- (22,500)
Increase in Accounts Payable 13,827 7,430 13,827
-------- -------- --------
Financing activities:
Proceeds from issuance of common stock -- 3,000 33,000
Proceeds from related party -- -- 100
-------- -------- --------
Net cash provided by financing activities -- 3,000 33,000
-------- -------- --------
Net increase (decrease) in cash (9,075) (2,759) 315
Cash, beginning of period 9,391 30,100 --
-------- -------- --------
Cash, end of period $ 315 $ 27,341 $ 315
======== ======== ========
Supplemental disclosure of cash flow information:
Cash paid during the period
Taxes $ -- $ --
Interest $ -- $ --
======== ========
See Notes to the Unaudited Financial Statements
F-11
TICKET CORP.
Notes to Financial Statements
(Unaudited)
--------------------------------------------------------------------------------
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Ticket Corp. (the Company) was incorporated under the laws of the State of
Nevada on January 17, 2013. The Company was formed to become a provider of
tickets in the San Francisco Bay Area and a national provider of premium seats
and entrance to concerts, sporting events, theatre and entertainment, including
corporate and group ticketing, special events and promotions worldwide.
The Company is in the development stage. Its activities to date have been
limited to capital formation, organization and development of its business plan.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a January 31, year-end.
BASIC LOSS PER SHARE
ASC No. 260, "Earnings per Share", specifies the computation, presentation and
disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. The Company has adopted the provisions of ASC No. 260.
Basic net loss per share amounts is computed by dividing the net loss by the
weighted average number of common shares outstanding. Diluted loss per share is
the same as basic loss per share due to the lack of dilutive items in the
Company.
CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of 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 financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with ASC No. 250
all adjustments are normal and recurring.
INCOME TAXES
Income taxes are provided in accordance with ASC No. 740, Accounting for Income
Taxes. A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss
carry-forwards. Deferred tax expense (benefit) results from the net change
during the year of deferred tax assets and liabilities.
F-12
TICKET CORP.
Notes to Financial Statements
(Unaudited)
--------------------------------------------------------------------------------
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.
NOTE 3. RECENT ACCOUNTING PRONOUCEMENTS
The Company has evaluated all the recent accounting pronouncements through the
date the financial statements were issued and filed with the Securities and
Exchange Commission and believe that none of them will have a material effect on
the Company's financial statements.
NOTE 4. GOING CONCERN
The accompanying financial statements are presented on a going concern basis.
The Company had limited operations during the period from January 17, 2013 (date
of inception) to April 30, 2014. This condition raises substantial doubt about
the Company's ability to continue as a going concern. The Company is currently
in the development stage and has minimal expenses, management believes that the
Company's current cash of $315 plus current revenues is sufficient to cover the
expenses they will incur during the next twelve months in a limited operations
scenario or until it raises additional funding.
NOTE 5. RELATED PARTY TRANSACTIONS
The sole officer and two directors of the Company may, in the future, become
involved in other business opportunities as they become available, they may face
a conflict in selecting between the Company and their other business
opportunities. The Company has not formulated a policy for the resolution of
such conflicts.
As of April 30, 2014, $100 is owed to Russell Rhiengrover, CEO, from funds
loaned by him to the Company and is non-interest bearing with no specific
repayment terms.
NOTE 7. STOCK TRANSACTIONS
On January 31, 2013, the Company issued a total of 33,000,000 shares of common
stock to its sole officer Russell Rhiengrover for cash in the amount of $0.001
per share for a total of $33,000. A deposit of $30,000 was made by the company
on January 31, 2013 with the remaining $3,000 being carried as a Subscription
Receivable.
On February 11, 2013, the Subscription Receivable carried by the Company for
$3,000 was fulfilled and deposited in the Company's bank account.
As of April 30, 2014 the Company had 33,000,000 shares of common stock issued
and outstanding.
F-13
TICKET CORP.
Notes to Financial Statements
(Unaudited)
--------------------------------------------------------------------------------
NOTE 8. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of April 30, 2014:
Common stock, $0.001 par value: 100,000,000 shares authorized; 33,000,000
shares issued and outstanding.
NOTE 9. SUBSEQUENT EVENTS
The Company evaluated all events or transactions that occurred after April 30,
2014 up through date the Company issued these financial statements and found no
subsequent event that needed to be reported.
F-14
DEALER PROSPECTUS DELIVERY OBLIGATION
"UNTIL ______________, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES,
WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS."
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated costs of this offering are as follows:
Expenses(1) US($)
----------- ---------
SEC Registration Fee $ 7.00
Legal $ 2,500.00
Accounting and Auditing $ 2,800.00
Other Professional Fees $ 7,200.00
Printing of Prospectus $ 93.00
----------
TOTAL $12,600.00
==========
----------
(1) All amounts are estimates, other than the SEC's registration fee.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our By-Laws allow for the indemnification of the officers and directors in
regard to their carrying out the duties of their offices. The board of directors
will make determination regarding the indemnification of the director, officer
or employee as is proper under the circumstances if he/she has met the
applicable standard of conduct set forth in the Nevada General Corporation Law.
Section 78.751 of the Nevada Business Corporation Act provides that each
corporation shall have the following powers:
"1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of any fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorney's fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a pleas of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had a reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorney's fees actually and reasonably incurred by him in
II-1
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction, determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in sections 1 and 2, or in defense of any claim, issue or
matter therein, he must be indemnified by the corporation against expenses,
including attorney's fees, actually and reasonably incurred by him in connection
with the defense.
4. Any indemnification under sections 1 and 2, unless ordered by a court or
advanced pursuant to section 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination must be made:
a. By the stockholders;
b. By the board of directors by majority vote of a quorum consisting of
directors who were not parties to the act, suit or proceeding;
c. If a majority vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding so orders, by independent legal
counsel, in a written opinion; or
d. If a quorum consisting of directors who were not parties to the act,
suit or proceeding cannot be obtained, by independent legal counsel in
a written opinion.
5. The certificate of articles of incorporation, the bylaws or an agreement made
by the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or on behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. The provisions of this section do not affect any
rights to advancement of expenses to which corporate personnel other than
director or officers may be entitled under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this section:
a. Does not include any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the
certificate or articles of incorporation or any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, for either an
action in his official capacity or an action in another capacity while
holding his office, except that indemnification, unless ordered by a
court pursuant to section 2 or for the advancement of expenses made
pursuant to section 5, may not be made to or on behalf of any director
or officer if a final adjudication establishes that his acts or
omission involved intentional misconduct, fraud or a knowing violation
of the law and was material to the cause of action.
II-2
b. Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors
and administrators of such a person.
c. The Articles of Incorporation provides that "the Corporation shall
indemnify its officers, directors, employees and agents to the fullest
extent permitted by the General Corporation Law of Nevada, as amended
from time to time."
As to indemnification for liabilities arising under the Securities Act of 1933
for directors, officers or persons controlling the Company, we have been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and unenforceable.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
Set forth below is information regarding the issuance and sales of securities
without registration since inception. No such sales involved the use of an
underwriter; no advertising or public solicitation was involved; the securities
bear a restrictive legend; and no commissions were paid in connection with the
sale of any securities.
On January 31, 2013, the Company issued a total of 33,000,000 shares of common
stock to Russell Rheingrover for cash at $0.001 per share for a total of
$33,000.
These securities were issued in reliance upon the exemption contained in Section
4(2) of the Securities Act of 1933. These securities were issued to a promoter
of the Company and bear a restrictive legend.
ITEM 16. EXHIBITS.
The following exhibits are included with this registration statement:
Exhibit
Number Description
------ -----------
3.1 Articles of Incorporation (filed previously)
3.1.1 Certificate of Correction (filed previously)
3.2 Bylaws (filed previously)
5.1 Opinion re: Legality and Consent of Counsel (filed previously)
10.1 Software Consulting and Development Agreement (filed previously)
10.2 Commitment letter from Russell Rheingrover (filed previously)
16.1 Letter re: change in certifying accountant (filed previously)
23.1 Consent of Independent Auditor
99.1 Subscription Agreement (filed previously)
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which it offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
II-3
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate,, represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of Prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; (iii)
To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered that remain unsold at the termination of
the offering.
(4) That, for the purpose of determining liability under the Securities Act to
any purchaser, if the registrant is subject to Rule 430C, each prospectus
filed pursuant to Rule 424(b) as part of a registration statement relating
to an offering, other than registration statements relying on Rule 430B or
other than prospectuses filed in reliance on Rule 430A, shall be deemed to
be part of and included in the registration statement as of the date it is
first used after effectiveness. Provided, however, that no statement made
in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of
sale prior to such first use, supersede or modify any statement that was
made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to
such date of first use.
(5) That, for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities:
The undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned
registrant will be a seller to the purchaser and will be considered to
offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
II-4
(iii) The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer, or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Santee,
State of California on May 5,July 8, 2014.
Ticket Corp., Registrant
By: /s/ Russell Rheingrover
--------------------------------------------
Russell Rheingrover, CEO
Principal Executive Officer, Secretary
and Director
By: /s/ Kristi Ann Nelson
--------------------------------------------
Kristi Ann Nelson
CFO, Treasurer, Principal Financial Officer,
Principal Accounting Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
/s/ Russell Rheingrover Principal Executive Officer & Director May 5,July 8, 2014
----------------------------- -------------------------------------- -----------------------
Russell Rheingrover Title Date
/s/ Kristi Ann Nelson Principal Financial Officer & Director May 5,July 8, 2014
----------------------------- -------------------------------------- -----------------------
Kristi Ann Nelson Title Date
/s/ Kristi Ann Nelson Principal Accounting Officer & Director May 5,July 8, 2014
----------------------------- --------------------------------------- -----------------------
Kristi Ann Nelson Title Date
II-6