SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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 incorporation or organization) Identification No.) 4815 RUSSELL ROAD, SUITE 14-N LAS VEGAS, NEVADA 89118 (Address of principal executive offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (702) 876-8200 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No . ---- ----- APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes No . ----- ----- APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. As of August 8, 2001, there were 4,101,179 shares of common stock issued and outstanding. TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (check one): Yes No X . ----- ------ 1 YOUTICKET.COM, INC. TABLE OF CONTENTS ----------------- PART I Item 1 Financial Statements Item 2 Management's Discussion and Analysis or Plan of Operations PART II Item 1 Legal Proceedings Item 2 Changes in Securities and Use of Proceeds Item 3 Defaults Upon Senior Securities Item 4 Submission of Matters to a Vote of Security Holders Item 5 Other Information Item 6 Exhibits and Reports on Form 8-K 2 PART I This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the "Exchange Act"). These statements are based on management's beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning possible or assumed future results of operations of the Company set forth under the heading "Management's Discussion and Analysis of Financial Condition or Plan of Operation." Forward-looking statements also include statements in which words such as "expect," "anticipate," "intend," "plan," "believe," "estimate," "consider" or similar expressions are used. Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. The Company's future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements. ITEM 1 FINANCIAL STATEMENTS 3 YOUTICKET.COM, INC. CONSOLIDATED BALANCE SHEET JUNE 30, 2001 (UNAUDITED) June 30 December 31, 2001 2000 ASSETS Current Assets Cash $ - $ - Accounts Receivable 2,276 1,336 Prepaid Expenses - 1,105 Total Current Assets 2,276 2,441 Property and Equipment at cost, net of accumulated 38,588 45,053 depreciation of $19,547 Other Assets 9,899 8,794 Total Assets $ 50,763 $ 56,288 LIABILITIES AND SHAREHOLDER'S DEFICIT Current Liabilities Accounts Payable $ 217,970 $ 221,769 Accrued Expenses 152,728 142,134 Notes Payable 74,630 79,630 Accrued Compensation - - Total Current Liabilities 445,329 443,533 Total Liabilities 445,329 443,533 Shareholder's Equity Common Stock, .0001 par Value, 100,000,000 shares authorized, 2,084,665 shares issued and outstanding at June 30, 2001, and 32,465,272 at December 31, 2000. 208 3,246 Additional Paid in Capital 3,537,133 2,539,128 Deferred Compensation (49,271) (95,771) Accumulated Deficit (3,882,637) (2,833,848) Total Shareholder's Equity (394,566) (387,245) Total Liabilities and Shareholder's Equity $ 50,763 $ 56,288 See Accompanying Notes to Consolidated Financial Statements 4 YOUTICKET.COM, INC. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000 (UNAUDITED) Three Months Ended Six Months Ended -------------------- -------------------- June 30, June 30, June 30, June 30, -------- -------- -------- ---------- 2001 2000 2001 2000 Revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 44,511 $ 76,932 $ 95,068 $ 171,499 Cost of Revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,133 54,596 61,569 139,841 Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,378 22,336 33,498 31,658 Selling, General and Administrative Expenses . . . . . . . . . . . . . . 875,551 360,435 1,082,287 805,530 Amortization of Goodwill . . . . . . . . . . . . . . . . . . . . . . . . - 43,202 - 86,405 Net Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (854,172) $(381,301) $(1,048,789) $(860,277) Net Loss per common share. . . . . . . . . . . . . . . . . . . . . . . . $ (0.41) $ (0.71) $ (0.64) $ (1.64) Weighted average number of common shares outstanding (basic and diluted) 2,084,665 535,921 1,627,992 524,493 See Accompanying Notes to Consolidated Financial Statements 5 YOUTICKET.COM, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000 (UNAUDITED) June 30, June 30 2001 2000 Cash flows form operating activities Net Loss . . . . . . . . . . . . . . . . . . . $(1,048,789) $(860,277) Adjustments to reconcile net loss to net cash used in operating activities: Stock Issued for Services. . . . . . . . . . . 994,967 426,255 Compensation Value of Debt Conversion. . . . . (95,000) Depreciation and amortization. . . . . . . . . 6,467 91,113 Deferred Compensation. . . . . . . . . . . . . 46,500 33,304 Changes in operating assets and liabilities Accounts Receivable. . . . . . . . . . . . . . (940) 22,756 Other Assets . . . . . . . . . . . . . . . . . - 5,206 Accounts Payable . . . . . . . . . . . . . . . (3,799) (18,492) Accrued Expenses . . . . . . . . . . . . . . . 10,594 131,757 Accrued Compensation . . . . . . . . . . . . . - 4,808 ----------- --------- Net cash used in operating activities . . . . . . . . (90,000) (163,570) ----------- --------- Cash flow from investing activities Purchase of property and equipment . . . . . . - (44,480) ----------- --------- Cash flows from financing activities Bank Overdraft. . . . . . . . . . . . . . . . . . . . - - Proceeds from Notes Payable . . . . . . . . . . . . . 90,000 200,000 Net cash provided by financing activities . . . . . . 90,000 200,000 ---------- --------- Increase/(Decrease in Cash) . . . . . . . . . . . . . - (8,050) Cash, beginning of period - 18,360 Cash, end of period $ - $ 10,310 ===================================================== ============ ========== See Accompanying Notes to Consolidated Financial Statements 6 YOUTICKET.COM, INC. FORM 10-QSB NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2001 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, 2001 and December 31, 2000. The results of operations for the three and six months ended June 30, 2001 and 2000 and the statements of cash flows for the six months ended June 30, 2001 and 2000 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. The consolidated financial statements include the accounts of youticket.com, inc. and any wholly-owned subsidiaries. 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-KSB 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, which offers an increasing range of ticketing and reservation -------- services for entertainment, tours, and travel for the Las Vegas and the surrounding market areas. In addition to selling tickets through its website, youticket.com also enables customers to purchase its products via its toll-free telephone numbers. Currently, the company has strategic relationships with Goalnet (Japan), National Reservation Bureau, Inc, Golf Reservations of Nevada, Inc. and various leading hotels and casinos in Las Vegas. youticket.com has also formed alliances with www.playersnetwork.com, and www.travelnow.com. ---------------------- ------------- 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. 7 YOUTICKET.COM, INC. FORM 10-QSB NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CON'T) JUNE 30, 2001 Three Months Ended Six Months Ended June 30, June 30, June 30, March 31, 2001 2000 2001 2000 --------- -------- --------- ----------- Loss (854,172) (381,301) (1,048,789) (860,277) Weighted number of common shares outstanding 2,084,665 535,921 1,627,992 524,493 Effect of diluted securities - - - - Basis and diluted loss per share (.41) (.71) (.64) (1.64) 4. STOCK ISSUANCE On February 2, 2001 we issued 2,000,000 shares of common stock to Jeff Harvey, President of the Company, as compensation. On that same date, we issued 1,200,000 shares of common stock to Stockbroker Presentations, Inc. in payment of services through that date. We also issued an additional 1,200,000 shares of common stock to International Investment Banking, Inc. as compensation. The aggregate value of the above services and compensation, based on the stock price on the dates of issuance, was $137,280. On April 2, 2001, we cancelled 388,500 shares of common stock originally issued to prior legal counsel to the Company. On that same date, we cancelled 11,327,140 shares of treasury stock. On April 25, 2001, we issued 24,063,167 shares of common stock to four entities upon the conversion of an outstanding promissory note valued at $177,000, plus interest of $4,103. On that same date, we issued 2,000,000 shares of common stock as compensation for services valued at $60,000. Effective June 5, 2001, the issued and outstanding shares of common stock of the Company underwent a 1-for-30 reverse stock split. 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. 8 ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION QUALIFIED REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Our independent accountant has qualified his report, stating that the audited financial statements of youticket.com for the period ending December 31, 2000 have been prepared assuming the company will continue as a going concern. They note that the significant losses of our company as of December 31, 2000, and the negative working capital at December 31, 2000, raise substantial doubt about our ability to continue in business. We had significant losses of $1,048,789 for the six month period ended June 30, 2001. We have funded losses by the sale of additional securities. We expect losses to continue. We have no sources of long-term capital. To the extent losses continue and we are unable to fund them, we may have to curtail aspects of our operations or cease operations altogether. We anticipate having sufficient cash flow from operations and cash to fund our operations into the third quarter of fiscal year 2001, we cannot predict how long we will be able to remain operational into the future. RESULTS OF OPERATIONS Revenue We had revenues of $44,511 for the quarter ended June 30, 2001, a decrease of 42% from revenues of $76,932 during the comparable quarter in 2000. For the six month period ended June 30, 2001, we had revenues of $95,068, a decrease of 44% from revenues of $171,499 during the comparable six month period in 2000. Our revenues were primarily derived from the sale of show tickets and tour tickets via our website. This decrease in revenues is attributable to slower sales in show and tour tickets as a result of the termination of our contracts with the Venetian Resort and Ticketmaster, as well as a decline in website hits. Cost of Revenue The cost of revenue decreased in the quarter ended June 30, 2001 by $31,463, down 57% (from $54,596 to $23,133) as compared to the same quarter in 2000. The cost of revenue for the six months ended June 30, 2001 decreased by $78,272, down 55% (from $139,841 to $61,569) as compared to the same six month period in 2001. The cost of revenue primarily represents the costs of show and tour tickets and commissions to our alliances. The decrease in the cost of revenue was attributable to the decrease in our sales volume. Gross Profit Gross profit decreased by 4% in the quarter ended June 30, 2001 as compared to the same quarter in 2000. This decrease is not considered material by management given the concurrent decrease in revenues and cost of revenue. Gross profit for the six month period ended June 30, 2001 increased by 5% as compared to the same six month period in 2000. The increase in margins was attributable to lower commissions, due to the contract termination with the Venetian Hotel and Ticketmaster. 9 Selling, General and Administrative Selling, General and Administrative expenses were $875,551 for the quarter ended June 30, 2001, an increase of $515,116, or 142% as compared to the same quarter in 2000. These expenses consisted of $781,895 in non-cash investor relations compensation paid with the issuance of stock, $19,875 in legal fees, and $36,497 in salaries and wages, and $23,250 in non-cash compensation expense related to the issuance of stock. SG&A expenses were $1,082,287 for the six month period ended June 30, 2001, an increase of $276,757, or 34%, as compared to the same period in 2000. The cash expenses were principally the costs associated with developing the website, salaries, rent, professional fees, investor relations, selling and marketing costs and general overhead. The non-cash expenses were the costs associated with the issuance of common stock as compensation. Net Losses Net Losses for quarter ended June 30, 2001 were $854,172 as compared to $381,301 for the same period in 2000, an increase of 124%. Net losses for the six month period ended June 30, 2001 were $1,048,789 as compared to $860,277 for the same period in 2000, an increase of 21%. The increase in net loss for both periods is attributable to higher selling, general and administrative expenses, costs of operations, administrative and non-cash expenses. Operational losses are expected to continue as we seek to develop and expand the business. Liquidity and Capital Requirements The cash balance of the Company at the beginning and end of the six month period ended June 30, 2001 was period was zero. The working capital requirements of youticket.com are anticipated to be funded by the issuance of stock for services and the sale of stock to private investors. We will require additional capital financing to continue to develop our business. Capital funds are required for operating losses and to further our web site 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. The accumulated deficit has increased by $1,048,789 to $3,882,637, during the period from December 31, 2000 to June 30, 2001, while the deficit in shareholders equity has increased by $7,321 to $394,566, during that same period. 10 PART II ITEM 1 LEGAL PROCEEDINGS There have been no material developments to the reportable events in the Company's Form 10-KSB filed with the SEC on April 13, 2001. ITEM 2 CHANGES IN SECURITIES AND USE OF PROCEEDS On February 2, 2001 we issued 2,000,000 shares of common stock to Jeff Harvey, President of the Company, as compensation. On that same date, we issued 1,200,000 shares of common stock to Stockbroker Presentations, Inc. in payment of services through that date. We also issued an additional 1,200,000 shares of common stock to International Investment Banking, Inc. as compensation. The aggregate value of the above services and compensation, based on the stock price on the dates of issuance, was $137,280. All of the issuances were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933. On April 2, 2001, we cancelled 388,500 shares of common stock originally issued to prior legal counsel to the Company. On that same date, we cancelled 11,327,140 shares of treasury stock. On April 25, 2001, we issued 6,063,167 shares of common stock to Mistral International Ltd., 6,000,000 shares to Crystal Asset Management, Inc., 6,000,000 to Corporate Service Providers, Inc., and 6,000,000 shares to LC Capital, Inc., each an assignee of an outstanding promissory note, upon conversion of said note. All of the issuances were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933. On April 25, 2001, we issued 2,000,000 shares of common stock to R&V of Islamorada, Inc. as compensation for services rendered to the Company. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933. Effective June 5, 2001, the issued and outstanding shares of common stock of the Company underwent a 1-for-30 reverse stock split. ITEM 3 DEFAULTS UPON SENIOR SECURITIES There have been no events which are required to be reported under this Item. ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Company held its annual meeting of stockholders on June 4, 2001. Proxies were not solicited from the shareholders. Three individuals were elected to the Company's Board of Directors, namely Carl E. Dilley, Jeffrey M. Harvey, and Donald A. Mitchell. Messrs. Harvey and Mitchell were Directors of the Company prior to the meeting, while Mr. Dilley was nominated by the Board of Directors and elected to serve his first term. Three individuals who were previously Directors of the Company elected not to stand for re-election, namely Byron Rambo, Virginia Thompson and Alexander H. Williams. The results of the voting were as follows: 11 Director . . . . . Votes For Votes Against Votes Withheld - ------------------ ---------- ------------- -------------- Carl E. Dilley . . 37,963,167 - - Jeffrey M. Harvey. 37,963,167 - - Donald A. Mitchell 37,963,167 - - The other matters on which the shareholders voted, and the results of voting, were: (i) To amend the Articles of Incorporation of the Company to effectuate 1-for-30 reverse stock split of the presently issued and outstanding shares of common stock and to authorize 10,000,000 shares of preferred stock. Votes For Votes Against Votes Withheld --------- ------------- -------------- 37,963,167 - - (ii) To adopt Restated Articles of Incorporation for the purpose of consolidating previous amendments to the Company's Articles of Incorporation. Votes For Votes Against Votes Withheld --------- ------------- -------------- 37,963,167 - - (iii) To approve the youticket.com, inc. 2001 Stock Option Plan. Votes For Votes Against Votes Withheld --------- ------------- -------------- 37,963,167 - - (iv) To ratify the appointment of James E. Scheifley & Associates, P.C. as independent auditors of the Company for the fiscal year ending December 31, 2001. Votes For Votes Against Votes Withheld --------- ------------- -------------- 37,963,167 - - ITEM 5 OTHER INFORMATION Not applicable. ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits None. (b) Reports on Form 8-K On April 9, 2001, the Company filed an amended Current Report on Form 8-K/A dated April 9, 2001 regarding Item 4 thereof, Changes in Registrants Certifying Accountant. 12 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. Dated: August 10, 2001 youticket.com, inc. /s/ Jeffrey M. Harvey ______________________________ By: Jeffrey M. Harvey Its: President Dated: August 10, 2001 /s/ Maria Burkholder ______________________________ By: Maria Burkholder Its: Treasurer 13