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EX-32.2 - Double Down Holdings Inc.ex32-2.txt
EX-32.1 - Double Down Holdings Inc.ex32-1.txt
EX-31.2 - Double Down Holdings Inc.ex31-2.txt
EX-31.1 - Double Down Holdings Inc.ex31-1.txt

                                  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 SEPTEMBER 30, 2016

                        Commission file number 000-55547


                                  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 November 17,
2016

PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS TICKET CORP. BALANCE SHEETS -------------------------------------------------------------------------------- September 30, December 31, 2016 2015 ---------- ---------- (Unaudited) (Audited) ASSETS CURRENT ASSETS Cash $ 13,183 $ 12,609 Accounts Receivable -- 1,866 Ticket Assignment Agreement -- 240,000 ---------- ---------- TOTAL CURRENT ASSETS 13,183 254,475 ---------- ---------- TOTAL ASSETS $ 13,183 $ 254,475 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES CURRENT LIABILITIES: Accounts Payable $ 7,929 $ 2,915 Interest Payable -- 2,600 Due to Related Party 115,100 60,100 ---------- ---------- TOTAL CURRENT LIABILITIES 123,029 65,615 LONG TERM LIABILITIES: Note Payable - Shareholder -- 240,000 ---------- ---------- TOTAL LONG TERM LIABILITIES -- 240,000 ---------- ---------- TOTAL LIABILITIES 123,029 305,615 COMMITMENTS & CONTINGENCIES -- -- STOCKHOLDERS' EQUITY Common stock: authorized 100,000,000; 0.001 par value; 48,000,000 shares issued and outstanding at September 30, 2016 and December 31, 2015 48,000 48,000 Paid in capital 34,500 34,500 Accumulated deficit (192,346) (133,640) ---------- ---------- TOTAL STOCKHOLDERS' EQUITY (109,846) (51,140) ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 13,183 $ 254,475 ========== ========== The accompanying notes are an integral part of these financial statements 2
TICKET CORP. STATEMENTS OF OPERATIONS (Unaudited) -------------------------------------------------------------------------------- Three Months Three Months Nine Months Nine Months Ended Ended Ended Ended September 30, September 30, September 30, September 30, 2016 2015 2016 2015 ------------ ------------ ------------ ------------ REVENUES $ 27,503 $ 31,250 $ 72,493 $ 139,250 TOTAL REVENUES 27,503 31,250 72,493 139,250 ------------ ------------ ------------ ------------ COST OF GOODS SOLD Merchant Account Fees 422 -- 1,409 -- Purchases - Resale Tickets 17,895 9,657 50,775 88,736 ------------ ------------ ------------ ------------ TOTAL COST OF GOODS SOLD 18,317 9,657 52,184 88,736 ------------ ------------ ------------ ------------ GROSS PROFIT $ 9,186 $ 21,593 $ 20,309 $ 50,514 ============ ============ ============ ============ OPERATING EXPENSES: General and administrative 851 357 1,620 357 Professional Fees 18,035 49,861 79,996 78,196 ------------ ------------ ------------ ------------ TOTAL EXPENSES 18,886 50,218 81,615 78,553 ------------ ------------ ------------ ------------ NET LOSS FROM OPERATIONS (9,700) (28,625) (61,307) (29,239) ------------ ------------ ------------ ------------ OTHER INCOME/EXPENSE Gain on Cancellation of Debt 3,800 -- 3,800 -- Interest Expense -- -- (1,200) (1,200) ------------ ------------ ------------ ------------ TOTAL OTHER INCOME/EXPENSE 3,800 -- 2,600 (1,200) PROVISION FOR TAXES -- -- -- -- ------------ ------------ ------------ ------------ NET INCOME (LOSS) $ (5,900) $ (28,625) $ (58,707) $ (29,239) ============ ============ ============ ============ NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00) $ (0.001) $ (0.001) $ (0.001) ============ ============ ============ ============ WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED 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. STATEMENTS OF CASH FLOWS (Unaudited) -------------------------------------------------------------------------------- Nine Months Nine Months Ended Ended September 30, September 30, 2016 2015 ---------- ---------- Operating activities: Net profit (loss) $ (58,707) $ (29,239) Adjustment to reconcile net loss to net cash provided by operations: Changes in assets and liabilities: Accounts Receivable 1,866 (29,250) Accounts Payable 5,014 (7,749) Interest Payable 1,200 1,200 Gain on Cancellation of Debt (3,800) -- Ticket Assignment Agreement 240,000 -- ---------- ---------- Net cash provided by operating activities 185,573 (65,038) Financing activities: Note Payable - Shareholder (240,000) -- Note Payable - Rheingrover 55,000 35,000 ---------- ---------- Net cash provided by financing activities (185,000) 35,000 ---------- ---------- Net increase in cash 573 (30,038) Cash, beginning of period 12,609 30,577 ---------- ---------- Cash, end of period $ 13,183 $ 539 ========== ========== 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 Corp. Notes to Financial Statements September 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 accompanying unaudited interim financial statements of Ticket Corp. (the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Form 10-K for the year ended December 31, 2015 as filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. On November 1, 2014 the Board of Directors changed the year end of the Company from January 31 to December 31. Unless the context otherwise requires, all references to "Ticket," "we," "us," "our" or the "company" are to Ticket Corp. 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 5
Ticket Corp. Notes to Financial Statements September 30, 2016 (Unaudited) 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. 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 Financial Accounting Standards Board ("FASB") periodically issues new accounting standards in a continuing effort to improve standards of financial accounting and reporting. The Company has reviewed the recently issued pronouncements. On June 10, 2014, The Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, consolidation, which removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. For the first annual period beginning after December 15, 2014, the presentation and disclosure requirements in Topic 915 will no longer be required for the public business entities. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption is permitted. The Company adopted the amendment as of fiscal year ended December 31, 2015. In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)." The new guidance provides new criteria for recognizing revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. The new guidance requires expanded disclosures to provide greater insight into both revenue that has been recognized and revenue that is expected to be recognized in the future from existing contracts. Quantitative and qualitative information will be provided about the significant judgments and changes in those judgments that management made to determine the revenue that is recorded. This accounting standard update, as amended, will be effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. Early adoption is permitted, but no 6
Ticket Corp. Notes to Financial Statements September 30, 2016 (Unaudited) earlier than fiscal 2017. The Company is currently assessing the provisions of the guidance and has not determined the impact of the adoption of this guidance on its consolidated financial statements. On August 27, 2014, the FASB issued ASU 2014-15 to provide guidance regarding management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern. U.S. auditing standards require that an auditor evaluate whether there is substantial doubt about an entity's ability to continue as a going concern for a reasonable period of time not to exceed one year beyond the date of the financial statements being audited. However, there is currently no guidance in GAAP about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern or to provide related footnote disclosures. ASU 2014-15 states that, in connection with preparing financial statements for each annual and interim reporting period, an entity's management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued. This evaluation is to be based on relevant conditions and events that are known, or reasonably knowable, at the date the financial statements are issued or available to be issued. When conditions or events that raise substantial doubt about an entity's ability to continue as a going concern are identified, management should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt. If the substantial doubt is alleviated as a result of management's plans, the entity should disclose the following: 1. Principal conditions or events that raised substantial doubt about the entity's ability to continue as a going concern, before consideration of management's plans; 2. Management's evaluation of the significance of those conditions or events in relation to the entity's ability to meet its obligations; and 3. Management's plans that alleviated substantial doubt about the entity's ability to continue as a going concern. If substantial doubt is not alleviated after consideration of management's plans, an entity should include a statement in the footnotes indicating that there is substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued). Additionally, the entity should disclose the following: 1. Principal conditions or events that raise substantial doubt about the entity's ability to continue as a going concern; 2. Management's evaluation of the significance of those conditions or events in relation to the entity's ability to meet its obligations; and 3. Management's plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. ASU 2014-15 is effective for Ticket Corp. beginning in the year ending December 31, 2016, and for annual periods and interim periods thereafter. Early application is permitted and the Company has provided a Going Concern evaluation in Note 4. 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) through September 30, 2016 and a net loss of $196,746, or $0.004 per share. This condition raises substantial doubt about the Company's ability 7
Ticket Corp. Notes to Financial Statements September 30, 2016 (Unaudited) to continue as a going concern. Management believes that the Company's current cash of $13,183 plus anticipated revenues will be sufficient to cover the expenses they will incur during the next twelve months in a limited operations scenario. Management believes that by following through with the Company's plan of operation for the next 12 months that the revenue will increase to a point to support operations without loans from the officer of the Company. 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 September 30, 2016, $115,100 is owed to Russell Rheingrover, 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. On September 3, 2016, the terms of the Note were extended to September 2, 2017. The conversion price was considered by management to be a fair price. $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. On October 5, 2016, the terms of the Note were extended to October 4, 2017. The conversion price was considered by management to be a fair price. $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. The conversion price was considered by management to be a fair price. $20,000 of the funds are the result of a 10% Convertible Note issued on September 8, 2016. Under the terms of the note the principal sum and interest is to be repaid to Mr. Rheingrover by September 8, 2017 or is convertible at the conversion price of $0.15 per common stock share. The conversion price was considered by management to be a fair price. On December 17, 2014 the Company signed a Promissory Note in the amount of $240,000 with Russell Rheingrover. The note had an annual interest of 1.00%. The maturity date of the note was March 13, 2018. The note was 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 had accrued $3,800 in interest on the note as of June 30, 2016. On August 31, 2016 the Assignment Agreement was cancelled due to non-performance. All accrued interest was also cancelled, resulting in a gain of $3,800. 8
Ticket Corp. Notes to Financial Statements September 30, 2016 (Unaudited) 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 Rheingrover 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 September 30, 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 September 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 September 30, 2016 up through date the Company issued these financial statements and found no subsequent event that needed to be reported. 9
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 THREE MONTHS ENDED SEPTEMBER 30, 2016 AND 2015 We generated $27,503 and $31,250 in revenues for the three months ending September 30, 2016 and 2015, respectively. Our cost of goods sold was $18,317 and $9,657, resulting in a gross profit of $9,186 and $21,593, respectively. The difference in the cost of goods sold was due to prevailing ticket prices for purchase and the market price at which the tickets could be resold. We incurred operating expenses of $18,886 and $50,218 for the three months ended September 30, 2016 and 2015, respectively. These expenses consisted of general operating expenses, including professional fees, incurred in connection with the day to day operation of our business and the preparation and filing of our periodic reports. The difference in the operating expenses was primarily due to professional fees in 2015 for software development of $31,350. For the three months ended September 30, 2016 we recorded a gain of $3,800 from the cancellation of debt associated with Ticket Assignment Agreement. The $3,800 was the accrued interest on the note. NINE MONTHS ENDED SEPTEMBER 30, 2016 AND 2015 We generated $72,493 and $108,000 in revenues for the nine months ending September 30, 2016 and 2015, respectively. Our cost of goods sold was $20,309 and $50,514, resulting in a gross profit of $20,309 and $50,514, respectively. The difference in the revenue and cost of goods sold was due to prevailing 10
ticket prices for purchase and the market price at which the tickets could be resold. We incurred operating expenses of $81,615 and $79,753 for the nine months ended September 30, 2016 and 2015, respectively. These expenses consisted of general operating expenses, including professional fees, incurred in connection with the day to day operation of our business and the preparation and filing of our periodic reports. For the nine months ended September 30, 2016 we recorded a gain of $3,800 from the cancellation of debt associated with Ticket Assignment Agreement. The $3,800 was the accrued interest on the note. 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. Our company had 48,000,000 shares of common stock issued and outstanding as of September 30, 2016. As of September 30, 2016, $115,100 is owed to Russell Rheingrover, CEO. The following is a breakdown of the funds he has provided to the company: a. $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. b. $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. On September 3, 2016, the terms of the Note were extended to September 2, 2017. c. $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. On October 5, 2016, the terms of the Note were extended to October 4, 2017. d. $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. e. $20,000 of the funds are the result of a 10% Convertible Note issued on September 8, 2016. Under the terms of the note the principal sum and interest is to be repaid to Mr. Rheingrover by September 8, 2017 or is convertible at the conversion price of $0.15 per common stock share. As of September 30, 2016 the company had no accounts receivable and $7,929 in accounts payable. 11
The following table provides selected financial data about our company for the period ended September 30, 2016. For detailed financial information, see the financial statements included in this report. Balance Sheet Data: 9/30/2016 ------------------- --------- Cash $ 11,958 Total assets $ 13,183 Total liabilities $ 123,029 Stockholder's equity $(109,846) We are actively working to advance our business plan. We have generated $355,646 in revenue. On December 17, 2014 the Company signed a Promissory Note in the amount of $240,000 with Russell Rheingrover. The note had an annual interest of 1.00%. The maturity date of the note was March 13, 2018. The note was 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 had accrued $3,800 in interest on the note as of June 30, 2016. On August 31, 2016 the Assignment Agreement was cancelled due to non-performance. All accrued interest was also cancelled, resulting in a gain of $3,800. We are an active development stage business. In order to implement our business plan, we have 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" 12
8. We have developed a version of the app which is "skinable" in essence we can create a specific version of our app for an artist or team with the branding of "powered by Shindig. 9. We completed the user interface in native smart phone format for both iPhones and Android phones 10. We are in the final pre-launch testing of the application. 11. We are in the final stages of integrating partnerships with authentic merchandise providers to ensure available merchandise for live events. 12. We have built a partnership with vendor for providing the application to NCAA soccer teams and have had initial discussions with Premier League Soccer Clubs in the UK. PLAN OF OPERATION FOR THE NEXT 12 MONTHS FOURTH QUARTER Q4 2016 Rollout the mobile live event application Shindig. Release the application on the Apple Store and Android Store allowing for distribution to the broad consumer audience. This is a major milestone for the company. Marketing - Implement a social media and broad media marketing program around the launch and announcement of Shindig via Instagram. Snap Chat, Facebook and Twitter. Including news related to key partnership with performers, sports teams, contests and promotions, the objective being to create brand awareness to drive downloads of the application. FIRST QUARTER Q1 2017 Execute on Software Development of Shindig mobile app version 2.0. Integrate the app within our Website with mirroring features and functionality. Continue to adapt the application to work with multiple shopping carts allowing for multiple vendors and suppliers. Continue to build reporting and uploading capabilities for partners to load merchandise to site. Continue to sign partners with catalog/legacy merchandise for music and sports. Execute on existing partnerships to roll out the app with specific sports teams and performance artists. Continue to cultivate and develop relationships with live event partners and tour merchandising organizations in order to have authentic licensed apparel available through our applications. Track and monitor order flow, fulfillment and error rate as the application continue to move towards volume customer access. 13
SECOND QUARTER Q2 2017 Execute on partnership with key sports vendor ticket provider to provide application to NCAA Colleges and Universities Soccer clubs including providing a customized "skinned" version of the app for each school/club. Execute on pilot program focused on our ability to deliver merchandise to the customer directly at their seat. Employ an Artist and Repertoire (A&R) manager of live events to manage the sub-contractors and ensure successful execution of merchandise and ticket fulfillment through the mobile app at the live event venues. As we become successful in implementing this operational portion of the business plan and we will continue to produce sales from the app and/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 intend to hire marketing and business development personnel to drive incremental sales and to expand distribution channels. THIRD QUARTER Q3 2017 Attend events tour with live event partners and tour merchandising organization to maximize execution of delivering merchandise at event or deliver to seat for specific touring band or sports team. Engage a cross promotional marketing campaign with merchandise partners and their licensed artists to promote the distribution of the app. Develop the live event community through news, blogs giveaways and promotion. Execute on philanthropic marketing by incenting the app community to show support for various charitable causes by awarding free tickets merchandise and VIP upgrades to events. Begin Beta testing of version 2.0 with plans to launch in Q3. 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 us, 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. 14
LIQUIDITY AND CAPITAL RESOURCES Our assets at September 30, 2016 were $13,183 which included $11,958 in cash and $1,225 in un-deposited funds. Management estimates our current monthly "burn rate" to be $7,000 and estimate our current cash will last until December 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. 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 September 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 September 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. 15
PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Our Company is not involved in any material litigation and we are unaware of any threatened material litigation. However, the technology industry has been characterized by extensive litigation regarding trademarks, patents and other intellectual property rights. In addition, from time to time, we may become involved in litigation relating to claims arising from the ordinary course of our business. ITEM 1A. RISK FACTORS Not required under Regulation S-K for "smaller reporting companies." ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES There were no defaults upon senior securities during the period ended September 30, 2016. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. ITEM 5. OTHER INFORMATION None. 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 000-55547, 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 16
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 17th day of November 2016. Ticket Corp., Registrant By: /s/ Russell Rheingrover -------------------------------------- Russell Rheingrover, CEO Principal Executive Officer By: /s/ Kristi Ann Nelson -------------------------------------- Kristi Ann Nelson CFO, Principal Financial Officer, and Principal Accounting Officer /s/ Russell Rheingrover Principal Executive Officer November 17, 2016 --------------------------- --------------------------- ----------------- Russell Rheingrover Title Date /s/ Kristi Ann Nelson Principal Financial Officer November 17, 2016 --------------------------- --------------------------- ----------------- Kristi Ann Nelson Title Date /s/ Kristi Ann Nelson Principal Accounting Officer November 17, 2016 --------------------------- ---------------------------- ----------------- Kristi Ann Nelson Title Date 1