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 JUNE 30, 2016
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)
1135 Terminal Way, Suite 209
Reno, NV 89502
e-mail: info@ticketcorp.com
(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 [X] NO [ ]
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 [X] 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: 48,000,000 shares as of August 15,
2016
ITEM 1. FINANCIAL STATEMENTS
TICKET CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
--------------------------------------------------------------------------------
Six Months Ended Year Ended
June 30, 2016 December 31, 2015
------------- -----------------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash $ 2,871 $ 12,609
Accounts Receivable 18,056 1,866
Inventory -- --
Ticket Assignment Agreement 240,000 240,000
---------- ----------
TOTAL CURRENT ASSETS 260,927 254,475
---------- ----------
TOTAL ASSETS $ 260,927 $ 254,475
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
CURRENT LIABILITIES:
Accounts Payable $ 23,974 $ 2,915
Interest Payable 3,800 2,600
Due to Related Party 95,100 60,100
---------- ----------
TOTAL CURRENT LIABILITIES 122,874 65,615
LONG TERM LIABILITIES:
Note Payable - Shareholder 240,000 240,000
---------- ----------
TOTAL CURRENT LIABILITIES 240,000 240,000
TOTAL LIABILITIES 362,874 305,615
STOCKHOLDERS' EQUITY
Common stock: authorized 100,000,000; $0.001 par value;
48,000,000 shares issued and outstanding at
June 30, 2016 and December 31, 2015 34,500 34,500
Paid in capital 48,000 48,000
Deficit accumulated during the development stage (184,447) (133,640)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY (101,947) (51,140)
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 260,927 $ 254,475
========== ==========
The accompanying notes are an integral part of these 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)
Ended Ended Ended Ended to
June 30, June 30, June 30, June 30, June 30,
2016 2015 2016 2015 2016
------------ ------------ ------------ ------------ -----------
REVENUES $ 20,141 $ 49,990 $ 44,990 $ 108,000 $ 328,143
------------ ------------ ------------ ------------ -----------
TOTAL REVENUES 20,141 49,990 44,990 108,000 328,143
------------ ------------ ------------ ------------ -----------
COST OF GOODS SOLD
Beta Test Expense -- -- -- -- 372
Merchant Account Fees 386 987 987 -- 987
Purchases - Resale Tickets 16,125 32,156 30,880 79,079 214,575
------------ ------------ ------------ ------------ -----------
TOTAL COST OF GOODS SOLD 16,511 33,143 31,867 79,079 215,934
------------ ------------ ------------ ------------ -----------
GROSS PROFIT 3,630 16,847 13,123 28,921 112,208
------------ ------------ ------------ ------------ -----------
OPERATING EXPENSES:
General and administrative 42,168 62,730 62,730 28,335 292,855
Interest Expense 600 1,200 1,200 1,200 3,800
------------ ------------ ------------ ------------ -----------
TOTAL EXPENSES 42,768 63,930 63,930 29,535 296,655
------------ ------------ ------------ ------------ -----------
NET LOSS FOR THE PERIOD $ (39,139) $ (47,083) $ (50,807) $ (614) $ (184,447)
============ ============ ============ ============ ===========
NET LOSS PER SHARE:
BASIC AND DILUTED $ (0.001) $ (0.001) $ (0.001) $ (0.000) $ (0.004)
============ ============ ============ ============ ===========
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING:
BASIC AND DILUTED 48,000,000 48,000,000 48,000,000 48,000,000 48,000,000
============ ============ ============ ============ ===========
The accompanying notes are an integral part of these financial statements
3
TICKET CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(Unaudited)
--------------------------------------------------------------------------------
From Inception
Six Months Six Months (January 17, 2013)
Ended Ended to
June 30, June 30, June 30,
2016 2015 2016
--------- --------- ----------
Operating activities:
Net profit (loss) $ (50,807) $ (614) $ (184,447)
Adjustment to reconcile net loss to net cash
provided by operations:
Changes in assets and liabilities:
Accounts Receivable (16,190) (23,000) (18,056)
Inventory -- -- --
Ticket Assignment Agreement -- -- (240,000)
Accounts Payable 21,059 14,018 23,974
Note Payable - Rheingrover -- -- 95,100
Interest Payable 1,200 1,200 3,800
--------- --------- ----------
Net cash provided by operating activities 6,069 (7,782) (319,629)
--------- --------- ----------
Financing activities:
Note Payable - Shareholder 35,000 -- 240,000
Capital stock -- -- 48,000
Additional Paid-in Capital -- -- 34,500
--------- --------- ----------
Net cash provided by financing activities 35,000 -- 322,500
--------- --------- ----------
Net increase in cash (9,738) (8,396) 2,871
Cash, beginning of period 12,609 30,577 --
--------- --------- ----------
Cash, end of period $ 2,871 $ 22,181 $ 2,871
========= ========= ==========
Supplemental disclosure of cash flow information:
Cash paid during the period
Taxes $ -- $ -- $ --
Interest $ -- $ -- $ --
========= ========= ==========
The accompanying notes are an integral part of these financial statements
4
TICKET CORPORATION
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2016
(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. On November 1, 2014 the Board of Directors changed the year end of
the Company from January 31 to December 31.
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.
5
TICKET CORPORATION
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2016
(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.
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.
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 June 30, 2016. This condition raises substantial doubt about
the Company's ability to continue as a going concern. Management believes that
the Company's current cash of $2871.30 plus current revenues is sufficient to
cover the expenses they will incur during the next twelve months in a limited
operations scenario.
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 June 30, 2016, $95,100 is owed to Russell Rhiengrover, CEO. $100 of the
funds were loaned by him to the Company to open the bank account and is
non-interest bearing with no specific repayment terms.
$35,000 of the funds are the result of a 10% Convertible Note issued on
September 3, 2015. Under the terms of the note the principal sum and interest is
to be repaid to Mr. Rheingrover by September 3, 2016 or is convertible at the
conversion price of $0.05 per common stock share.
$25,000 of the funds are the result of a 10% Convertible Note issued on October
5, 2015. Under the terms of the note the principal sum and interest is to be
repaid to Mr. Rheingrover by October 5, 2016 or is convertible at the conversion
price of $0.05 per common stock share.
6
TICKET CORPORATION
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2016
(Unaudited)
$35,000 of the funds are the result of a 10% Convertible Note issued on April
30, 2016. Under the terms of the note the principal sum and interest is to be
repaid to Mr. Rheingrover by April 30, 2017 or is convertible at the conversion
price of $0.10 per common stock share.
On December 17, 2014 the Company signed a Promissory Note in the amount of
$240,000 with Russell Rheingrover. The note has an annual interest of 1.00%. The
maturity date of the note is March 13, 2018. The note is associated with an
Assignment Agreement between the Company and Mr. Rheingrover wherein Mr.
Rheingrover assigned all of his rights to the Stadium Builders License Agreement
with the Santa Clara Stadium Authority to purchase and resell tickets to San
Francisco 49er's games with a fair market value of $80,000 per year for three
years. The company has accrued $3,800 in interest on the note as of June 30,
2016.
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.
The company's Registration Statement on Form S-1 was declared effective on July
25, 2014. In October 2014 the company sold 15,000,000 shares of common stock to
50 independent shareholders at a price of $0.033 per share for total proceeds of
$49,500, pursuant to the Registration Statement.
As of March 31, 2016 the Company had 48,000,000 shares of common stock issued
and outstanding.
NOTE 7. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of June 30, 2016:
Common stock, $ 0.001 par value: 100,000,000 shares authorized; 48,000,000
shares issued and outstanding.
NOTE 8. SUBSEQUENT EVENTS
The Company evaluated all other events or transactions that occurred after June
30, 2016 up through date the Company issued these financial statements and found
no subsequent event that needed to be reported.
7
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 $328,143 in revenues since our inception on January 17, 2013.
Our cost of goods sold was $215,934 resulting in a gross profit of $112,208.
During the period from inception to June 30, 2016, our operating expenses were
comprised of general and administrative expenses of $292,855 and interest
expense of $3,800, resulting in a Net Loss of $184,447.
THREE MONTHS ENDED JUNE 30, 2016 AND 2015
We generated $20,141 and $49,990 in revenues for the three months ending June,
2016 and 2015, respectively. Our cost of goods sold was $16,511 and $33,143,
resulting in a gross profit of $3,630 and $16,847, respectively. We incurred
operating expenses of $42,768 and $63,930 for the three months ended March 31,
2016 and 2015, 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.
8
SIX MONTHS ENDED JUNE 30, 2016 AND 2015
We generated $44,990 and $108,000 in revenues for the six months ending June 30,
2016 and 2015, respectively. Our cost of goods sold was $31,867 and $79,079,
resulting in a gross profit of $13,123 and $28,921, respectively. We incurred
operating expenses of $63,930 and $29,535 for the six months ended June 30, 2016
and 2015, 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 June 30, 2016, $95,100 is owed to Russell Rhiengrover, CEO. $100 of the
funds were loaned by him to the Company to open the bank account and is
non-interest bearing with no specific repayment terms. $35,000 of the funds are
the result of a 10% Convertible Note issued on September 3, 2015. Under the
terms of the note the principal sum and interest is to be repaid to Mr.
Rheingrover by September 3, 2016 or is convertible at the conversion price of
$0.05 per common stock share. $25,000 of the funds are the result of a 10%
Convertible Note issued on October 5, 2015. Under the terms of the note the
principal sum and interest is to be repaid to Mr. Rheingrover by October 5, 2016
or is convertible at the conversion price of $0.05 per common stock share.
$35,000 of the funds are the result of a 10% Convertible Note issued on April
30, 2016. Under the terms of the note the principal sum and interest is to be
repaid to Mr. Rheingrover by April 30, 2017 or is convertible at the conversion
price of $0.05 per common stock share.
As of June 30, 2016 the company had $18,056 in accounts receivable, $23,974 in
accounts payable and $3,800 in interest payable.
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's Registration Statement on Form S-1 was declared effective on July
25, 2014. In October 2014 the company sold 15,000,000 shares of common stock to
50 independent shareholders at a price of $0.033 per share for total proceeds of
$49,500, pursuant to the Registration Statement.
The company had 48,000,000 shares of common stock issued and outstanding as of
June 30, 2016.
The following table provides selected financial data about our Company for the
period ended June 30, 2016. For detailed financial information, see the
financial statements included in this report.
Balance Sheet Data: 6/30/2016
------------------- ---------
Cash $ 2,871
Total assets $ 260,927
Total liabilities $ 362,874
Stockholder's equity $(101,947)
9
We are actively working to advance our business plan. We have generated $328,143
in revenue.
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 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.
PLAN OF OPERATION FOR THE NEXT 12 MONTHS
FIRST QUARTER
Continue to execute on our Software Development of Shindig and Integration with
our Website and adapting our software to work with multiple shopping carts.
Complete user interface design for Shindig
Complete logo design and graphics for application "Shindig" and "Powered by
Shindig" Continue to cultivate and develop relationships with live event
partners and merchandise. Continue to develop and execute relationships with
live event and merchandising organizations in order to have authentic licensed
apparel available through our applications.
SECOND QUARTER
Product Launch version 1.0 of mobile app shindig
Marketing - Implement a social media marketing program in conjunction with a
media launch and announcement of Shindig to plan to include partnership and
performer announcements and press releases, contests and promotions, etc. to
drive application downloads
10
THIRD QUARTER
Launch the application on the Apple Store and Android Store for distribution to
the broad consumer audience.
Rollout the application with major artists and tours. Implement a build to order
system with fulfillment partners.
Also the company will launch customize merchandise program in conjunction with
our fulfillment partners.
Marketing - Public Relations Consultant to continue marketing plan to include
stories and press releases, contests and promotions, and artist and tour
announcements.
FOURTH QUARTER
Rollout our ability to deliver merchandise to the customer at their seat. Employ
a manager of live events to manage the sub-contractors and ensure successful
execution.
The company should be driving a consistent and growing revenue stream for the
app driven by:
* eTicket sales
* Sales of apparel and merchandise
* Service fee for delivering merchandise at live events.
Marketing - Public Relations Consultant to continue marketing plan to include
stories and press releases, contests and promotions, etc.
As we become successful in implementing this operational portion of the business
plan and we continue to produce sales from the app or website, we intend to hire
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.
There is no guarantee that we will be able to obtain a substantial market share
in this industry.
LIQUIDITY AND CAPITAL RESOURCES
Our assets at June 30, 2016 were $260,927 which included $2,871 in cash, $18,056
in accounts receivable and $240,000 in a Ticket Assignment Agreement. Management
estimates our current monthly "burn rate" to be $7,000 and estimate our current
cash and receivables will last until September 2016, if no additional revenues
are realized.
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.
11
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 June 30, 2016.
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.
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 June
30, 2016, 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
12
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 15th day of August 2016.
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 August 15, 2016
--------------------------- -------------------------------------- ---------------
Russell Rheingrover Title Date
/s/ Kristi Ann Nelson Principal Financial Officer & Director August 15, 2016
--------------------------- -------------------------------------- ---------------
Kristi Ann Nelson Title Date
/s/ Kristi Ann Nelson Principal Accounting Officer & Director August 15, 2016
--------------------------- -------------------------------------- ---------------
Kristi Ann Nelson Title Date
13