UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(X) QUARTERLY REPORT UNDER SECTION 13 OR 5(d) OF THE SECURITIES ACT OF 1934:
For the Quarterly Period ended June 30, 2000
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT
For the transition period from __________________ to __________________
Commission File number 1-28733
youticket.com inc.
(Exact Name of registrant as specified in its charter)
Nevada 88-0430607
- ---------------------------------------- --------------------
(State or other jurisdiction of I.R.S. Employer ID No.
incorporation or organization)
4420 S. Arville, Suites 13 & 14
Las Vegas, Nevada 89103
----------------------------------------
(Address of principal executive offices)
(702) 876-8200
(Issuer's telephone number)
Indicate by check mark whether the registrant (1) has filed has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES ____ NO X
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. YES ____ NO. ____
APPLICABLE ONLY TO CORPORATE ISSUERS
As of June 30, 2000, 16,150,000 shares of the Issuer's Common Stock were
outstanding.
YOUTICKET.COM, INC.
PART I. FINANCIAL INFORMATION Page No.
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheets (Unaudited) as of
June 30, 2000 and December 31, 1999 3
Consolidated Statements of Operations (Unaudited)
for the Three Months Ended June 30, 2000
and 1999 and for the Six Months Ended
June 30, 2000 and 1999 4
Consolidated Statements of Cash Flows (Unaudited)
for Six Months Ended June 30, 2000 and 1999 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operation 8
PART II. OTHER - INFORMATION
Item 6 - Exhibits and Reports on Form 8-K 10
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YouTicket.Com, Inc.
Consolidated Balance Sheet
June 30, 2000
(Unaudited)
June 30, December 31,
2000 1999
----------- ------------
Assets
Current Assets
Cash $ 10,310 $ 18,360
Accounts Receivable 12,701 35,457
Other Current Assets 12,516 17,722
----------- -----------
Total Current Assets 35,527 71,539
----------- -----------
Property and Equipment 52,244 12,472
Goodwill, net of amortization of $172,449 1,032,173 1,118,578
Total Assets $ 1,119,944 1,202,589
=========== ===========
Liabilities and Shareholder's Deficit
Current Liabilities
Accounts Payable 320,112 338,603
Accrued Expenses 145,250 13,494
Notes Payable 75,000 -
Accrued Compensation 66,860 62,052
----------- -----------
Total Current Liabilities 607,222 414,149
----------- -----------
Long Term Liabilities
Convertible Notes Payable 125,000 -
----------- -----------
Total Liabilities 732,222 414,149
=========== ===========
Shareholder's Equity
Common Stock, .0001 par Value,
100,000,000 shares authorized,
27,477,140 shares issued and
16,150,000 shares outstanding 1,615 1,495
Additional Paid in Capital 2,145,209 1,719,074
Deferred Compensation (83,063) (116,367)
Treasury Stock (11,327,140 at cost) (193,750) (193,750)
Accumulated Deficit (1,482,289) (622,012)
------------ -----------
Total Shareholder's Equity $ 387,722 $ 788,440
============ ===========
Total Liabilities and Shareholder's Equity $ 1,119,944 $ 1,202,589
----------- -----------
See accompanying notes to Consolidated Financial Statements
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YouTicket.Com, Inc.
Consolidated Statements of Operations
For the three months ended June 30, 2000 and 1999
(Unaudited)
----------------------------------------------------
Three Months Ended Six Months Ended
----------------------------------------------------
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
----------- ------------ ------------ ------------
Revenue $ 76,932 $ 89,074 $ 171,499 $ 178,148
Cost of Revenue 54,596 49,878 139,841 99,757
------------ ------------ ------------ ------------
Gross Profit 22,336 39,196 31,658 78,391
------------ ------------ ------------ ------------
Selling, General
and Administrative
Expenses 360,435 90,919 805,530 199,553
Amortization of Goodwill 43,202 -- 86,405 --
------------ ------------ ------------ ------------
Net Loss $ (381,301) $ (51,723) $ (860,277) $ (121,162)
------------ ------------ ------------ ------------
Net Loss per common share (0.02) (.005) (0.05) (0.01)
============ ============ ============ ============
Weighted average number
of common shares
outstanding (basic and
diluted) 16,077,645 10,000,000 15,734,788 10,289,451
============ ============ ============ ============
See accompanying notes to Consolidated Financial Statements
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YouTicket.Com, Inc.
Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2000 and 1999
(Unaudited)
June 30, June 30,
2000 1999
----------- ----------
Cash flows form operating activities
Net Loss $(860,277) $(121,162)
Adjustments to reconcile net
loss to net cash used in
operating activities:
Stock Issued for Services 426,255 -
Depreciation and amortization 91,113 -
Deferred Compensation 33,304 -
Changes in operating assets and liabilities
Accounts Receivable 22,756 4,117
Other Assets 5,206 (3,971)
Accounts Payable (18,492) 101,510
Accrued Expenses 131,757 -
Accrued Compensation 4,808 -
--------- ---------
Net cash used in operating activites (163,570) (19,506)
--------- ---------
Cash flow from investing activities
Purchase of property and equipment (44,480) (300)
--------- ---------
Cash flows from financing activities
Bank Overdraft - (3,094)
Proceeds from Notes Payable 200,000 25,000
Net cash provided by financing
activities 200,000 21,906
--------- ---------
Increase/(Decrease in Cash) (8,050) 2,100
Cash, beginning of period 18,360 -
Cash, end of period $ 10,310 $ 2,100
========= =========
See accompanying notes to Consolidated Financial Statements
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YOUTICKET.COM, INC.
FORM 10-QSB
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
JUNE 30, 2000
1. BASIS OF PRESENTATION:
The Unaudited Consolidated Financial Statements included herein have been
prepared by Registrant and include all normal and recurring adjustments
which are, in the opinion of Management, necessary for a fair presentation,
of the financial position at June 30, 2000 and December 31, 1999.The
results of operations are for the three and six months ended June 30, 2000
and 1999. The statement of cash flows are for the six months ended June 30,
2000 and June 30, 1999 pursuant to the rules and regulations of the
Securities and Exchange Commission. The consolidated financial statements
include the accounts of Youticket.com and any wholly-owned subsidiary. All
material intercompany accounts and transactions have been eliminated.
Certain information and footnote disclosures normally included in
consolidated financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to
such rules and regulations. The Company believes that the disclosures made
in these financial statements are adequate to make the information
presented not misleading when read in conjunction with the financial
statements and notes thereto included in the Company's latest audited
financial statements which were included in the Form 10-SB filed with the
SEC. Certain reclassifications of prior year amounts have been made to
conform to current year presentations. The results of operations for the
subject periods are not necessarily indicative of the results for the
entire year.
2. COMPANY
The Company was organized May 9, 1996, under the laws of the State of
Nevada, as BNE Associates, Inc. On June 30, 1999, the Company acquired
Visitcom, Inc. ("Visitcom") and the Company changed its name to
Youticket.com, Inc., (the "Company").
The Company operates an Internet show and tour ticketing website,
www.youticket.com, for the Las Vegas market. On May 20, 2000, Youticket.com
terminated their contract with Venetian Hotel and Ticketmaster and
established their own internal ticketing system. On June 1, 2000, in
conjunction with Goalnet Inc. of Japan, Youticket.com launched a Japanese
website, www.youticketjapan.com. In addition to selling tickets through its
website, Youticket.com also enables customers to purchase its products via
its toll-free telephone numbers.
3. LOSS PER SHARE
Basic earnings per share are calculated by dividing net income (loss) by
the weighted average number of common shares outstanding during the period.
Diluted earnings per share is calculated by dividing net income by the
basic shares outstanding and all dilutive securities, including stock
options, but does not include the impact of potential common shares which
would be antidilutive. These dilutive securities were anti-dilutive in 1999
and as of June 30, 2000.
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Three Months Ended Six Months Ended
- --------------------------------------------------------------------------------
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
- --------------------------------------------------------------------------------
Loss (381,301) (51,723) (860,277) (121,162)
Weighted number of
common Shares
outstanding 16,077,645 10,000,000 15,734,788 10,289,451
Effect of diluted
securities - - - -
Basic and diluted
loss per share (.02) (.005) (.05) (.01)
For the three and six ended June 30, 2000, potential dilutive securities
representing 2,005,000 outstanding stock options and warrants are not
included in the earnings per share calculation since their effect would be
antidilutive.
4. STOCK ISSUANCE
On January 24, 2000 we issued 500,000 shares of common stock to Stockbroker
Relations of Colorado, Inc. in payment of services through that date. On
February 7, 2000, we issued an additional 100,000 shares of common stock
respectively, to Stockbroker Relations of Co., Inc in payment of services
through that date. The aggregate value of the services, based on the stock
price on the dates of issuance, was $256,250.
On April 11, 2000 we issued 500,000 shares of common stock to Stockbroker
Relations of Colorado, Inc, in payment of services through that date. The
aggregate value of the services, based on the stock price on the dates of
issuance was $171,900.
On April 18, 2000 we issued 100,000 shares to Easy Computer Systems in
payment for an internal computerized ticketing system. The aggregate value
was $30,000 based on a offering price of .30 per share.
5. CONTINGENCIES
The Company is party to legal claims arising in the normal course of
business. In the opinion of management, resolution of such matters will not
have a material adverse effect on the Company's financial position, results
of operations or cash flows.
6. CURRENT LIABILITIES
Current liabilities increased in the second quarter of 2000, upon the
company issuing a $75,000 convertible note on April 11, 2000, payable to a
stockholder of the Company. This note bears interest at a rate of 8%, is
due on April 12, 2001. This note is convertible into shares of the
company's common stock at a price of .10 per share.
7. LONG-TERM LIABILITIES
Long-term liabilities increased in the first quarter of 2000, upon the
Company issuing a $125,000 convertible note in January 2000, payable to a
company controlled by a stockholder of the Company. This note bears
interest rate of 10%, is due in December 2001 and is convertible into
shares of the Company's common stock at the rate of 60% of the price of a
share of common stock on the date of conversion.
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8. STOCK OPTIONS
During the six months ended June 30, 2000, the Company granted 100,000
stock options to a Board member and 300,000 to an employee.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.
Overview
Because we continue to develop our website products and services, we are
still in the early stages of development. Therefore, selected financial
data would not be meaningful. Reference is made to the financial statements
elsewhere in the document. Included in the document are the unaudited
financial statements for the three and six months ended June 30, 2000 and
1999.
Results of Operations
Revenues decreased by $12,142 down 13% (from $89,074 to $76,932) during the
three-month period ended June 30, 2000, compared to the same period in
1999. The revenues for the six months ended June 30, 2000 decreased by $
6,649 down 3% ($178,148 to $171,499) as compared to the same period in
1999. The decrease in revenue is attributable to reduced ticket sales on
our website during the period.
The cost of revenue increased by $ 4,718 up 9% (from $49,878 to $54,596)
during the three-month period ended June 30, 2000, compared to the same
period in 1999. The cost of revenue for the six months ended June 30, 2000
increased by $40,084 up 40% (from $99,757 to $139,841) as compared to the
same period in 1999. The increase in the cost of revenue was attributable
to higher cost of show and tour tickets, commissions, fees, box-office
management for special events and operating our website.
Gross profit decreased by $16,860 down by 43% (from $39,196 to $22,336)
during the three-month period ending June 30, 2000, compared to the same
period in 1999. The gross profit for the six months ended June 30, 2000
decreased by $46,733 down by 59% (from $78,391 to $31,658), as compared
to the same period in 1999. The decrease in margins was attributable to low
sales volume, higher cost of show and tour tickets, commissions, fees,
box-office management for special events and operating our website.
Selling, General and Administrative expenses increased by $269,516 during
the three-month period ended June 30, 2000, as compared to the same period
in 1999. For the six months ended June 30, 2000, these expenses increased
by $605,977 as compared to the same period in 1999. The cash expenses
during the 2000 period were principally the costs associated with
developing the website, salaries, rent, professional fees, limited selling
and marketing costs and general overhead. The non-cash expenses during the
period of 2000 were for issuance of shares of common stock to compensate a
financial public relations firm, which the company engaged. The services of
this firm for the first quarter and second quarter was $256,250 and $
171,900. There will be additional expenses if we continue with this firm,
which will be recorded in future periods to reflect issuance of stock.
Amortization of Goodwill was $43,202 for the three-month ended June 30,
2000 and $ $ 86,405 for the six months ended June 30, 2000. Net purchase
price of Visitcom was $750,000. The cost in excess of the fair market
value of the net assets acquired was $1,204,623, which is being amortized
on a straight-line basis over seven years.
Net Losses for the second quarter of 2000 were $381,301 as compared to
$51,723 in the same period for 1999. For the six months ended June 30,
2000, the net loss was $860,277 as compared to $121,162 for the same
period in 1999. The increase in net loss was attributable to the costs of
operations and cost of revenues exceeding revenues. Operational expenses
will continue to exceed revenues in the future. In an effort to improve its
financial position, the company has made several cutbacks in costs. These
include but are not limited to, reduction in outside providers, personnel
and professional fees. Despite savings in these areas, expenses will
8
continue to exceed revenues as we expand our business. Moreover, in the
future, when it has additional capital, the Company should anticipate that
in addition to ordinary expenses associated with the growth of the
business, it will have significant additional marketing and advertising
expenses. Overall, the company expects that it will continue to experience
net losses well into the future.
Liquidity and Capital Requirements.
The working capital of YouTicket.com at June 30, 2000 was a deficit of $
571,695. We will require additional capital financing to continue to
develop our business. Capital funds are required for operating losses and
to further our website development, marketing, and strategic alliances and
acquisitions. We have determined that the funds needed for full
implementation of our current business plan will be substantial. If we are
unable to raise capital or increase our revenues, we will have to curtail
aspects of our business plan and operations or cease our operations
altogether. We are reviewing our immediate capital requirements and
consulting with investment banking professionals with a view towards
raising additional equity capital. We have no specific plans or agreements
for raising capital at this time.
The company received capital proceeds of $200,000 during the six months
ended June 30, 2000 from the issuance of two convertible notes.
The company received a going concern opinion on its financial statements
for the year ended December 31, 1999. The company expects that its
financial condition will continue to require consideration of this opinion
in the future. In the short term, the company will not be able to cover
expenses from its operating revenues and expenses will continue to grow
slightly faster than revenues. The company has reduced certain cash
expenses and will continue to seek other reductions of its cash expenses,
but it does not believe that its cash receipts will exceed its expenses in
the near term as it continues to grow its business. In the long term, the
company will need capital to continue its operations and to fund its
growth. To the extent it is able, the company will cover its working
capital needs from the sale of securities and borrowings. The company will
continue to monitor its capital requirements and its ability to raise
capital. There is no assurance that the company will be able to continue in
business.
Forward-Looking Statements
When used in this Form 10-QSB and in future filings by Youticket.com with
the Securities and Exchange Commission, words or phrases "will likely
result," "management expects," "will continue," "is anticipated," "plans,"
"believes," "estimates," "seeks," variation of such words and similar
expressions are intended to identify such forward-looking statements within
the Private Securities Litigation Reform Act of 1995. Readers are cautioned
not to place undue reliance on any such forward-looking statements, each of
which speak only as of the date described below. Actual results may differ
materially from historical earnings and those presently anticipated or
projected. Youticket.com has no obligation to publicly release the result
of any revisions, which may be made to any forward-looking statements to
reflect anticipated events or circumstances occurring after the date of
such statements.
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PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
Reports on Form 8-K: None
Exhibit No. Exhibit
(27.1) Financial Data Schedule
10
Signatures
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
YOUTICKET.COM, INC,
/s/ Leanna Sidu
Date: August 17, 2000 By:_______________________
Leanna Sidhu
President
/s/ Maria Burkholder
Date: August ___, 2000 By:_______________________
Maria Burkholder
Principal Accounting Officer
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