UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JULY 31, 2014
Commission file number 333-187544
TICKET CORP.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
9625 Mission Gorge Road, Suite B2 #318
Santee, CA 92071
(Address of principal executive offices, including zip code)
Telephone (775) 352-3936 Fax (775) 201-8190
(Telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 last 90 days. YES [ ] NO [X]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). YES [ ] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer, "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [ ] NO [X]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 33,000,000 shares as of September 12,
2014
ITEM 1. FINANCIAL STATEMENTS
TICKET CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
--------------------------------------------------------------------------------
July 31, 2014 January 31, 2014
------------- ----------------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash $ 2,557 $ 9,391
Accounts Receivable -- 14,000
-------- --------
TOTAL ASSETS $ 2,557 $ 23,391
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
CURRENT LIABILITIES:
Accounts Payable $ 3,428 $ 0
Due to Related Party 100 100
-------- --------
TOTAL LIABILITIES 3,528 100
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 (33,971) (9,709)
-------- --------
Total Stockholders' Equity (971) 23,291
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,557 $ 23,391
======== ========
See Notes to the Unaudited Financial Statements
2
TICKET CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(Unaudited)
--------------------------------------------------------------------------------
From Inception
Three Months Three Months Six Months Six Months (January 17, 2013)
Ending Ending Ending Ending to
July 31, July 31, July 31, July 31, July 31,
2014 2013 2014 2013 2014
----------- ----------- ----------- ----------- -----------
REVENUES
Revenue $ 10,000 $ 30,000 $ 37,500 $ 30,000 $ 81,500
Cost of Goods Sold (1,789) -- (41,657) -- (53,115)
----------- ----------- ----------- ----------- -----------
Gross Profit 8,211 30,000 (4,087) 30,000 28,385
----------- ----------- ----------- ----------- -----------
Operating Expenses:
General and administrative 18,070 5,280 20,174 18,469 62,356
----------- ----------- ----------- ----------- -----------
Total Expenses 18,070 5,280 20,174 18,469 62,356
----------- ----------- ----------- ----------- -----------
Net gain (loss) for the period $ (9,859) $ 24,720 $ (24,262) $ 11,531 $ (33,971)
=========== =========== =========== =========== ===========
Basic and diluted $ (0.00) $ 0.00 $ (0.00) $ 0.00 $ (0.00)
=========== =========== =========== =========== ===========
Weighted average number of shares
outstanding:
Basic and diluted 33,000,000 33,000,000 33,000,000 33,000,000 33,000,000
=========== =========== =========== =========== ===========
See Notes to the Unaudited Financial Statements
3
TICKET CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(Unaudited)
--------------------------------------------------------------------------------
From Inception
Six Months Six Months (January 17, 2013)
Ending Ending to
July 31, July 31, July 31,
2014 2013 2014
-------- -------- --------
OPERATING ACTIVITIES:
Net loss $(24,262) $ 11,531 $(33,971)
Adjustment to reconcile net loss to net
cash provided by operations:
Changes in assets and liabilities:
Increase (decrease) in Accounts Receivable 14,000 (30,000) --
Increase (decrease) in Subscription Receivable -- 3,000 --
Increase (decrease) in Accounts Payable 3,428 1,500 3,428
-------- -------- --------
Net cash provided by operating activities (6,834) (13,969) (30,543)
-------- -------- --------
FINANCING ACTIVITIES:
Proceeds from issuance of common stock -- -- 33,000
Proceeds from related party -- -- 100
-------- -------- --------
Net cash provided by financing activities -- -- 33,100
-------- -------- --------
Net increase (decrease) in cash (6,834) (13,969) 2,557
Cash, beginning of period 9,391 30,100 --
-------- -------- --------
Cash, end of period $ 2,557 $ 16,131 $ 2,557
======== ======== ========
Supplemental disclosure of cash flow information:
Cash paid during the period
Taxes $ -- $ --
Interest $ -- $ --
======== ========
See Notes to the Unaudited Financial Statements
4
TICKET CORPORATION
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, development of its business plan and
limited revenue production.
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.
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TICKET CORPORATION
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 PRONOUNCEMENTS
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 July 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 $2,557 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 July 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 6. 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 July 31, 2014 the Company had 33,000,000 shares of common stock issued and
outstanding.
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TICKET CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
--------------------------------------------------------------------------------
NOTE 7. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of July 31, 2014:
Common stock, $ 0.001 par value: 100,000,000 shares authorized; 33,000,000
shares issued and outstanding.
NOTE 8. SUBSEQUENT EVENTS
The Company evaluated all events or transactions that occurred after July 31,
2014 up through date the Company issued these financial statements and found no
subsequent event that needed to be reported.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The information contained in this prospectus, including in the documents
incorporated by reference into this prospectus, includes some statements that
are not purely historical and that are "forward-looking statements." Such
forward-looking statements include, but are not limited to, statements regarding
our Company and management's expectations, hopes, beliefs, intentions or
strategies regarding the future, including our financial condition, results of
operations, and the expected impact of the offering on the parties' individual
and combined financial performance. In addition, any statements that refer to
projections, forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking
statements. The words "anticipates," "believes," "continue," "could,"
"estimates," "expects," "intends," "may," "might," "plans," "possible,"
"potential," "predicts," "projects," "seeks," "should," "will," "would" and
similar expressions, or the negatives of such terms, may identify
forward-looking statements, but the absence of these words does not mean that a
statement is not forward-looking.
The forward-looking statements contained in this prospectus are based on current
expectations and beliefs concerning future developments and the potential
effects on the parties and the transaction. There can be no assurance that
future developments actually affecting us will be those anticipated. These
forward-looking statements involve a number of risks, uncertainties (some of
which are beyond the parties' control) or other assumptions that may cause
actual results or performance to be materially different from those expressed or
implied by these forward-looking statements.
RESULTS OF OPERATIONS
We have generated $81,500 in revenues since our inception on January 17, 2013.
Our cost of goods sold was $53,115 resulting in a gross profit of $28,385.
During the period from inception to July 31, 2014, our operating expenses were
comprised of general and administrative expenses of $52,356.
We incurred operating expenses of $18,070 and $5,280 for the three month periods
ended July 31, 2014 and 2013, respectively. We incurred operating expenses of
$20,174 and $18,469 for the six month periods ended July 31, 2014 and 2013,
respectively. These expenses consisted of general operating expenses incurred in
connection with the day to day operation of our business and the preparation and
filing of our periodic reports.
As of July 31, 2014, there is a total of $100 in a note payable that is owed by
the company to Russell Rheingrover, an officer and director, for expenses that
he has paid on behalf of the company. The note is interest free and payable on
demand.
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We received the initial equity funding of $33,000 from our sole officer, Russell
Rheingrover, who purchased 33,000,000 shares of our common stock at $0.001 per
share. The company plans to use these funds to pay for current operating costs
not covered by the revenue generated or any unexpected overages in the estimated
costs related to our current Offering.
The Company's Registration Statement on Form S-1 as filed with the U.S.
Securities and Exchange Commission was declared effective on July 25, 2014. We
expect to complete the Offering within 180 days of our Registration Statement
being declared effective. We may extend the Offering for up to 90 days following
the expiration of the 180-day Offering period.
The following table provides selected financial data about our Company for the
period from the date of incorporation through July 31, 2014. For detailed
financial information, see the financial statements included in this report.
Balance Sheet Data: 7/31/2014
------------------- ---------
Cash $ 2,557
Total assets $ 2,557
Total liabilities $ 3,528
Stockholder's equity $ (971)
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 have utilized this funding to replenish and supplement the cash we have been
using for regulatory filings, legal and accounting costs and the first phase of
our plan of operations. We have also generated $51,500 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.
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5. Developing 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. Developing 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. We have secured a contract to provide
this software to a customer per a software development contract and
invoiced the customer $30,000.
8. 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.
9. We purchased a small amount of tickets in October 2013 in order to
test our order processing infrastructure. This resulted in a small
amount of revenue being generated from ticket sales in November 2013.
We intend to complete the software programming and release the
application in 2015.
PLAN OF OPERATION FOR THE NEXT 12 MONTHS AFTER COMPLETION OF OUR OFFERING
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.
10
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.
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
11
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.
LIQUIDITY AND CAPITAL RESOURCES
At July 31, 2014 we had $2,557 in cash and there were outstanding liabilities of
$3,528. 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 $36,000 in the next 12 months in a limited
operation scenario.
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.
PART II. OTHER INFORMATION
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Management maintains "disclosure controls and procedures," as such term is
defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the
"Exchange Act"), that are designed to ensure that information required to be
disclosed in our Exchange Act reports is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission rules and forms, and that such information is accumulated and
communicated to management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.
In connection with the preparation of this quarterly report on Form 10-Q, an
evaluation was carried out by management, with the participation of the Chief
Executive Officer and the Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Exchange Act) as of July 31, 2014.
Based on that evaluation, management concluded, as of the end of the period
covered by this report, that our disclosure controls and procedures were
effective in recording, processing, summarizing, and reporting information
required to be disclosed, within the time periods specified in the Securities
and Exchange Commission's rules and forms.
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CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
As of the end of the period covered by this report, there have been no changes
in the internal controls over financial reporting during the quarter ended July
31, 2014, that materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting subsequent to the date of
management's last evaluation.
ITEM 6. EXHIBITS
The following exhibits are included with this quarterly filing. Those marked
with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our Registration Statement on
Form S-1, filed under SEC File Number 333-187544, at the SEC website at
www.sec.gov:
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Sec. 302 Certification of Principal Executive Officer
31.2 Sec. 302 Certification of Principal Financial Officer
32.1 Sec. 906 Certification of Principal Executive Officer
32.2 Sec. 906 Certification of Principal Financial Officer
101 Interactive data files pursuant to Rule 405 of Regulation S-T
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized on this 12th day of September, 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
/s/ Russell Rheingrover Principal Executive Officer & Director September 12, 2014
--------------------------- -------------------------------------- ------------------
Russell Rheingrover Title Date
/s/ Kristi Ann Nelson Principal Financial Officer & Director September 12, 2014
--------------------------- -------------------------------------- ------------------
Kristi Ann Nelson Title Date
/s/ Kristi Ann Nelson Principal Accounting Officer & Director September 12, 2014
--------------------------- -------------------------------------- ------------------
Kristi Ann Nelson Title Date
14