Nevada | 46-1838178 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
None
Large accelerated filer ☐ | Accelerated filer ☐ | |
Non-Accelerated filer ☑ | Smaller reporting company ☑ | Emerging growth company ☑ |
As of June 30, 2018, the last day of registrant’s second fiscal quarter, the aggregate market value of the registrant’s common stock, $0.001 par value, held by non-affiliates, computed by reference to the price at which the common equity was last sold prior to June 30, 2018, was approximately $3,750,000. For purposes of the above statement only, all directors, executive officers and 10% shareholders are assumed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
Page No. | ||
Part I | ||
Item 1. | Business | 3 |
Item 1A. | Risk Factors | 10 |
Item 1B. | Unresolved Staff Comments | 16 |
Item 2. | Properties | 16 |
Item 3. | Legal Proceedings | 16 |
Item 4. | Mine Safety Disclosures | 16 |
Part II | ||
Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 17 |
Item 6. | Selected Financial Data | 18 |
Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 18 |
Item 7A. | Quantitative and Qualitative Disclosures about Market Risk | 24 |
Item 8. | Financial Statements and Supplementary Data | 25 |
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 25 |
Item 9A. | Controls and Procedures | 25 |
Item 9B. | Other Information | 26 |
Part III | ||
Item 10. | Directors and Executive Officers | 27 |
Item 11. | Executive Compensation | 28 |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 30 |
Item 13. | Certain Relationships and Related Transactions | 31 |
Item 14. | Principal Accounting Fees and Services | 32 |
Part IV | ||
Item 15. | Exhibits | 33 |
Signatures | 34 |
· | our ability to manage our business despite operating losses and cash outflows; |
· | our ability to obtain sufficient capital or strategic business arrangements to fund our operations and expansion plans, including meeting our financial obligations under various licensing and other strategic arrangements and the funding of our clinical trials for product candidates in our development programs; |
· | our ability to build and maintain the management and human resources infrastructure necessary to support the growth of our business; |
We completed our initial offering and are continuing to move forward in the execution of our full business plan. Our assets at December 31, 2018 were $4,394 in cash. Management estimates our current monthly “burn rate” to be $5,000 and estimate our current cash and receivables will last through mid-January2019, if no additional revenues are realized and no further funds are advanced from the director.
· | The Company has developed a method for allowing consumers to purchase tickets and merchandise directly to the smartphone. This has been done through software development on existing MAC IOS and Android platforms. The Company continues to 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 ensure execution of in-event merchandise. |
· | We have an active stage website, “ticketcorp.com” (which website is expressly not included or incorporated by reference to this filing) the intent of which is to direct customers to downloading our application Shindig from the Apple and Android stores. |
1. | Purchased our domain name www.Ticketcorp.com (which website is expressly not included or incorporated by reference to this filing) 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 Mobile Live Event Application for use on iPhone and Android Phone operating systems. This application delivers an electronic ticket to customers’ phones as well as performer videos, news and authentic merchandise. 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 Mobile Live Event 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. | We retained a U/I (user interface) engineer to implement a “native” smart phone interface focused on ease of use and efficient fulfillment. |
7. | We have created the product name for our app “Shindig” |
8. | We have developed a version of the app which is “skinable” in essence we can create a specific version of our app for an artist or team with the branding of “powered by Shindig. |
9. | We completed the user interface in native smart phone format for both iPhones and Android phones |
10. | We are in the final pre-launch testing of the application. |
11. | We are in the final stages of integrating partnerships with authentic merchandise providers to ensure available merchandise for live events. |
– | Updated and enhanced admin functionality |
– | Simplified Category assignment and modification processes |
– | API2Cart implementation for vendor inventory management |
– | Enhanced reporting functionality |
– | Designed new geolocation functionality |
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; |
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. |
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. |
Balance Sheet Data: | 12/31/2018 | |||
Cash | $ | 4,394 | ||
Total assets | $ | 4,394 | ||
Total liabilities | $ | 351,264 | ||
Stockholder’s equity (deficit) | $ | (346,870 | ) |
1. | Purchased our domain name www.Ticketcorp.com (which website is expressly not included or incorporated by reference to this filing) 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 Mobile Live Event Application for use on iPhone and Android Phone operating systems. This application delivers an electronic ticket to customers’ phones as well as performer videos, news and authentic merchandise. 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 Mobile Live Event 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. | We retained a U/I (user interface) engineer to implement a “native” smart phone interface focused on ease of use and efficient fulfillment. |
7. | We have created the product name for our app “Shindig” |
8. | We have developed a version of the app which is “skinable” in essence we can create a specific version of our app for an artist or team with the branding of “powered by Shindig. |
9. | We completed the user interface in native smart phone format for both iPhones and Android phones |
10. | We are in the final pre-launch testing of the application. |
11. | We are in the final stages of integrating partnerships with authentic merchandise providers to ensure available merchandise for live events. |
12. | We have built a partnership with vendor for providing the application to NCAA soccer teams and have had initial discussions with Premier League Soccer Clubs in the UK. |
– | Updated and enhanced admin functionality |
– | Simplified Category assignment and modification processes |
– | API2Cart implementation for vendor inventory management |
– | Enhanced reporting functionality |
– | Designed new geolocation functionality |
Our assets at December 31, 2018 were $4,394 in cash. Management estimates our current monthly “burn rate” to be $5,000 and estimate our current cash and receivables will last through mid-January 2019, if no additional revenues are realized and no further funds are advanced from the director.
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. |
· | 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. |
· | 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. |
In accordance with ASC 605, the Company records revenue when all goods and services have been performed and delivered, the amounts are readily determinable, and collection is reasonably assured.
Name and Address of Executive Officer and/or Director | Age | Position | ||
Russell Rheingrover 1135 Terminal Way Suite 209 Reno, NV 89502 | 55 | Chairman and CEO, President, Secretary and Director | ||
Kristi Ann Nelson 1135 Terminal Way Suite 209 Reno, NV 89502 | 51 | Treasurer, CFO and Director |
Name and Principal Position | Year | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Non-qualified Deferred Compensation Earnings | All Other Compensation | Total | |||||||||||||||||||||||||
Russell Rheingrover, | 2018 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
CEO, Director | 2017 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
Kristi Ann Nelson, | 2018 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
CFO, Director | 2017 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards; Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | |||||||||||||||||||||||||||
Russell Rheingrover | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
Kristi Ann Nelson | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Name | Fees Earned or Paid in Cash | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | |||||||||||||||||||||
Rheingrover Russell | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Kristi Ann Nelson | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Title of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage of Common Stock(1) | |||||||
Common Stock | Russell Rheingrover, President 1135 Terminal Way, Suite 209 Reno, NV 89502 | 33,000,000 Direct | 69 | % | ||||||
Common Stock | Kristi Ann Nelson 1135 Terminal Way, Suite 209 Reno, NV 89502 | 0 | 0 | |||||||
Common Stock | Officers and/or directors as a Group | 33,000,000 | 69 | % | ||||||
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 annual report. As of the date of this annual report, there were 48,000,000 shares of our common stock issued and outstanding. |
The total fees charged to the Company for audit services, including quarterly reviews, were $14,250 for audit-related services, tax services were $Nil and other services were $Nil during the year ended December 31, 2018.
Exhibit | ||
Number | Description | |
3(i) | Articles of Incorporation* | |
3(ii) | Bylaws* | |
31.1 | Sec. 302 Certification of CEO | |
31.2 | Sec. 302 Certification of CFO | |
32.1 | Sec. 906 Certification of CEO | |
32.2 | Sec. 906 Certification of CFO | |
101 | Interactive data files pursuant to Rule 405 of Regulation S-T |
* | Incorporated by reference to the Company’s Form S-1 filed with the Securities and Exchange Commission (File Number 000-55547.) filed March 26, 2013 |
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 |
/s/ Russell Rheingrover | Principal Executive Officer & Director | April 1, 2019 | ||
Russell Rheingrover | Title | Date | ||
/s/ Kristi Ann Nelson | Principal Financial Officer & Director | April 1, 2019 | ||
Kristi Ann Nelson | Title | Date |
We have served as the Company’s auditor since 2016. Spokane, Washington | |
April 1, 2019 |
December 31, 2018 | December 31, 2017 | |||||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash | $ | 4,394 | $ | 3,824 | ||||
Total Current Assets | 4,394 | 3,824 | ||||||
TOTAL ASSETS | $ | 4,394 | $ | 3,824 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
LIABILITIES | ||||||||
Current Liabilities: | ||||||||
Accounts Payable | $ | 3,400 | $ | 76,645 | ||||
Interest Payable | 54,247 | 28,333 | ||||||
Due to Related Party | 293,617 | 190,100 | ||||||
Total Current Liabilities | 351,264 | 295,078 | ||||||
TOTAL LIABILITIES | 351,264 | 295,078 | ||||||
Commitments & Contingencies | - | - | ||||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Common stock: authorized 100,000,000; $0.001 par value; | ||||||||
48,000,000 shares issued and outstanding at December 31, 2018 and December 31, 2017 | 48,000 | 48,000 | ||||||
Paid in capital | 34,500 | 34,500 | ||||||
Accumulated deficit | (429,370 | ) | (373,754 | ) | ||||
Total Stockholders' Equity (Deficit) | (346,870 | ) | (291,254 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 4,394 | $ | 3,824 |
Year Ended | Year Ended | |||||||
December 31, 2018 | December 31, 2017 | |||||||
REVENUES | $ | 175 | $ | 12,208 | ||||
�� | ||||||||
TOTAL REVENUES | 175 | 12,208 | ||||||
COST OF GOODS SOLD | ||||||||
Merchant Account Fees | 670 | 1,504 | ||||||
Purchases - Resale Tickets | - | 8,699 | ||||||
TOTAL COST OF GOODS SOLD | 670 | 10,204 | ||||||
GROSS PROFIT | (495 | ) | 2,004 | |||||
Operating Expenses: | ||||||||
General and administrative | 5,139 | 8,469 | ||||||
Professional Fees | 24,069 | 43,206 | ||||||
Research & Development | - | 65,594 | ||||||
Total Expenses | 29,208 | 117,269 | ||||||
Net loss from operations | (29,703 | ) | (115,265 | ) | ||||
Other Income/Expense | ||||||||
Interest Expense | (25,914 | ) | (17,063 | ) | ||||
Total Other Income/Expense | (25,914 | ) | (17,063 | ) | ||||
Provision for taxes | - | - | ||||||
Net Income (loss) | $ | (55,617 | ) | (132,328 | ) | |||
Net loss per share: | ||||||||
Basic and diluted | $ | (0.001 | ) | $ | (0.003 | ) | ||
Weighted average number of shares outstanding: | ||||||||
Basic and diluted | 48,000,000 | 48,000,000 |
The accompanying notes are an integral part of these financial statements
Common Stock | Total | |||||||||||||||||||
Number of | Additional | Accumulated | Shareholders' | |||||||||||||||||
Shares | Par Value | Paid in Capital | Deficit | Equity | ||||||||||||||||
Balance, December 31, 2016 | 48,000,000 | $ | 48,000 | $ | 34,500 | $ | (241,425 | ) | $ | (158,926 | ) | |||||||||
Net loss | - | - | - | (132,328 | ) | (132,328 | ) | |||||||||||||
Balance, December 31, 2017 | 48,000,000 | 48,000 | 34,500 | $ | (373,753 | ) | $ | (291,254 | ) | |||||||||||
Net loss | - | - | - | (55,617 | ) | (55,617 | ) | |||||||||||||
Balance, December 31, 2018 | 48,000,000 | $ | 48,000 | $ | 34,500 | $ | (429,370 | ) | $ | (346,870 | ) |
The accompanying notes are an integral part of these financial statements
Year Ended | Year Ended | |||||||
December 31, 2018 | December 31, 2017 | |||||||
Operating Activities: | ||||||||
Net loss | $ | (55,617 | ) | $ | (132,328 | ) | ||
Adjustment to reconcile net loss to net cash provided by operations: | ||||||||
Changes in assets and liabilities: | ||||||||
Accounts Receivable | - | 2,390 | ||||||
Accounts Payable | (73,245 | ) | 67,662 | |||||
Interest Payable | 25,914 | 17,063 | ||||||
Net cash provided by operating activities | (102,948 | ) | (45,213 | ) | ||||
Financing Activities: | ||||||||
Note Payable - Rheingrover | 103,517 | 45,000 | ||||||
Net cash provided by financing activities | 103,517 | 45,000 | ||||||
Net increase in cash | 569 | (213 | ) | |||||
Cash, beginning of period | 3,824 | 4,037 | ||||||
Cash, end of period | $ | 4,394 | $ | 3,824 | ||||
Cash paid during the period | ||||||||
Taxes | $ | - | $ | - | ||||
Interest | $ | - | $ | - |
December 31, 2018 | December 31, 2017 | |||||||
Accumulated loss before income taxes per financial statements | $ | 55,617 | $ | 132,328 | ||||
Income tax rate | 21 | % | 21 | % | ||||
Income tax recovery | (11,680 | ) | (27,789 | ) | ||||
Permanent differences | - | - | ||||||
Temporary differences | - | - | ||||||
Valuation allowance change | 11,680 | 27,789 |
December 31, 2018 | December 31, 2017 | |||||||
Net operating loss carryforward | $ | 90,138 | $ | 78,488 | ||||
Valuation allowance | (90,138 | ) | (78,488 | ) | ||||
Net deferred income tax asset | $ | - | $ | - |