SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURUTIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

 

Commission file number 000-55547

Securities registered pursuant to Section 12(b) of the Act:
None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☐     No ☑

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act  Yes ☐     No ☑

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☑     No ☐

 

 

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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐     No ☑

As of June 30, 2016, the last day of registrant’s second fiscal quarter, the aggregate market value of the registrant’s common stock, $0.001 par value, held by non-affiliates, computed by reference to the price at which the common equity was last sold prior to June 30, 2016, was approximately $3,750,000.  For purposes of the above statement only, all directors, executive officers and 10% shareholders are assumed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

 

Documents Incorporated By Reference  None

TICKET CORP.

TABLE OF CONTENTS

 

 

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

This Annual Report on Form 10-K includes “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, as well as historical information. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from anticipated results, performance or achievements expressed or implied by such forward-looking statements. When used in this Annual Report on Form 10-K, statements that are not statements of current or historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “plan,” “intend,” “may,” “will,” “expect,” “believe,” “could,” “anticipate,” “estimate,” or “continue” or similar expressions or other variations or comparable terminology are intended to identify such forward-looking statements, although some forward-looking statements are expressed differently. We remind readers that forward-looking statements are merely predictions and therefore inherently subject to uncertainties and other factors and involve known and unknown risks that could cause the actual results, performance, levels of activity or our achievements or industry results, to be materially different from any future results, performance levels of activity or our achievements or industry results expressed or implied by such forward-looking statements. Such forward looking statements appear in Item 1- “Business” and Item 7-“Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as elsewhere in this Annual Report. Factors that could cause our actual results to differ materially from anticipated results expressed or implied by forward-looking statements include, among others:

 

·	our ability to manage our business despite operating losses and cash outflows;

·

our ability to obtain sufficient capital or strategic business arrangements to fund our operations and expansion plans, including meeting our financial obligations under various licensing and other strategic arrangements and the funding of our clinical trials for product candidates in our development programs;

·	our ability to build and maintain the management and human resources infrastructure necessary to support the growth of our business;

 

The factors discussed herein, including those selected risks described in Item 1A. “Risk Factors” and elsewhere in this Annual Report on Form 10-K and in the Company’s other periodic filings with the Securities and Exchange Commission (the “SEC”) which are available for review at www.sec.gov under “Search for Company Filings” could cause actual results and developments to be materially different from those expressed or implied by such statements. All forward-looking statements attributable to us are expressly qualified in their entirety by these and other factors. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

 

Except as required by law, the Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

Unless otherwise indicated or the context otherwise requires, all references in this Form 10-K to “we,” “us,” “our,” “our company,” “Ticket Corp.” or the “Company” refer to Ticket Corp.

Our intent is to capture the consumer live event ticket and merchandise market through our mobile software application (app) Shindig. This will allow consumers to purchase tickets and performers merchandise and apparel using their smart phones and tablets such as Android and Apple enabled devices.  The app, when downloaded by the customer will allow them to receive news and information on their favorite team or performer well as general and premium tickets and licensed event and performer merchandise through their smart phones and mobile devices.  Users will be able to peruse and preview seats and merchandise to shows near their current location as well as locations worldwide.

 

 

We also provide social media communications that can connect consumer with friends and others who are attending the same event. Users will receive updated information and videos from the performers and teams that they are following.

We also intend to process orders from our customers and track their buying history.  We intend to use our potential customers’ purchasing history to make recommendations for upcoming events based upon their previous purchases.   Our intention is to maintain our potential customers’ purchasing history as private information and not sell or share this information to others.

Our business plan is based in part on our ability to purchase and re-sell tickets and sell licensed merchandise for special events, attractions, and shows / exhibits.  We are currently generating revenue from ticket and merchandise sales through our app. We intend to further develop our business operations to provide real time delivery of merchandise at the show allowing consumers to avoid the merchandise booths and in some cases have the item delivered to their seats.

Mr. Rheingrover, who currently owns 69% of our outstanding voting stock, is also the Chief Executive Officer of Jiffy Tickets, a national reseller of concert, theater, sporting and event tickets.  He currently devotes approximately 5 hours of his business time to our affairs and the balance to Jiffy Tickets.  He owes a fiduciary duty of loyalty to us, but also owes similar fiduciary duties to Jiffy Tickets.  Due to his responsibilities to serve both companies, there is potential for conflicts of interest. He will use every effort to avoid material conflicts of interest generated by his responsibilities to both companies, but no assurance can be given that material conflicts will not arise which could be detrimental to our operations and financial prospects.

There is no current public market for our securities.  As our stock is not yet publicly traded, investors should be aware they probably will be unable to sell their shares and their investment in our securities is not liquid. We are currently working with a market maker on an application for trading of our common stock on the over the counter bulletin board.  We can provide no assurance that our shares will be traded on the bulletin board, or if traded, that a public market will materialize.

Ticket Corp. is an active development stage company with a plan to make the purchasing and distribution of event tickets and merchandise in the secondary market, easier, more accessible, and cost-effective for sellers and buyers of tickets.  Ticket Corp. was incorporated in Nevada on January 17, 2013.  At that time Russell Rheingrover was appointed CEO, President, Secretary, CFO, Treasurer and Director.   The Board voted to seek capital and begin development of our business plan.  We received our initial funding of $33,000 through the sale of common stock to Russell Rheingrover who

 

 

purchased 33,000,000 shares of our Common Stock at $0.001 per share on January 31, 2013.  Kristi Ann Nelson was named to the Board of Directors and elected as current Treasurer and C.F.O. on February 1, 2013. 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 entertainment and event sales market has multiple facets.  Ticket Corp. participates in the secondary ticket market which includes the resale of tickets to concerts, sporting events, theatre, and other entertainment events as well as the live merchandise market which provides authentic merchandise related to the live performance. According to the website quora.com the secondary ticket market was a 4.5 Billion dollar market. (There is no guarantee that we will be able to obtain any substantial market share in this industry.)  Since we have a mobile app that has geolocation we are able to find and provide tickets to almost all events in the United States and offer licensed merchandise to a majority of events

Due to our Chief Executive Officer’s experience and relationships in the event marketing industry the Company intends or has already cultivated partnerships and relationships with major providers in the ticketing and merchandise markets regarding purchase and resale of tickets and in conjunction with providing artist merchandise and the other capabilities of our app such as the selling event merchandise before, during or after the event through our Mobile Live Event Application. We have entered into agreements with Control Industry, Liquid Blue, My Locker, Tick City and Ticket Network. We have entered into an agreement with Tick City to be the primary mobile application for their clients which include major NCAA athletics and well as Premier League Soccer. The price and the availability of tickets from primary resellers are determined by market demand for the artist and the event promotion.

We may post tickets we purchase on our app that are being offered by other ticket services such as Stubhub and Ticketmaster. We post these tickets to try to provide every available seat to an event. We charge a processing fee on these sales.

 

Ticket Corp does not, and will not, implement automated purchasing agents. The Company relies on manual purchasing based on methodology devised of tracking history and demand.  The Company intends to record when new event tickets will be on sale, physically purchase initial ticket inventories and utilize our software to allow us to track and analyze ticket pricing trends in order to purchase tickets as close as possible at their lowest purchase point.  We will continue to buy and sell tickets up to the time the event occurs.  Purchases are made via deduction from the Company’s cash account and we manually enter the CAPTCHA (an acronym for "Completely Automated Public Turing test to tell Computers and Humans Apart") a type of challenge-response test used in computing to determine whether or not the user is human.

After the initial public funding, one of our directors, Mr. Rheingrover, provided the Company with a written agreement to provide sufficient funding to cover possible daily cash shortfalls in purchasing tickets in an amount up to $50,000 for one year.  As our management will control the dollar amount of daily purchases, we can cease ticket purchases whenever we have reached our shortfall limit.  We believe this one year funding commitment will be sufficient as a daily cash reserve, based upon our management’s experience.  However, we have conducted no formal study or research in making this shortfall limit.

We intend to implement the following steps of our business plan:

·

The Company has developed a method for allowing consumers to purchase tickets and merchandise directly to the smartphone. This has been done through software development on existing MAC IOS and Android platforms. The Company continues to develop databases of our customers’ purchasing history to make recommendations for upcoming events, and for use in creating direct marketing strategies.

·	Create contests and promotions on social media websites such as Facebook and Twitter to create ongoing customer loyalty and generate sales.

·	We intend to have our company representatives attend concerts, sporting, theatres and other entertainment events to promote ensure execution of in-event merchandise.

·	We have an active stage website, “ticketcorp.com” (which website is expressly not included or incorporated by reference to this filing) the intent of which is to direct customers to downloading our application Shindig from the Apple and Android stores.

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 business.  In order to implement our business plan, we have completed the following steps to date:

1.	Purchased our domain name “WWW.Ticketcorp.com ” (which website is expressly not included or incorporated by reference to this filing) 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.

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

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.

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.

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.

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 Q4.

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.

We intend to sell tickets and merchandise online to concerts, sporting events, theatre, and other entertainment events directly to our customers using their smart phones and tablets such as Android and Apple enabled devices.   When our customers arrive at an event venue, the unique barcode on their smart phones and tablets will be verified with the existing scanners already in use at the event venues.  Ticket Corp will be using universal barcodes that work with any scanning device. Venues that have ticket scanning capability accept barcodes on Smart Phones. There does not need to be an agreement with any venue that use the universal barcodes. There are still some older and smaller venues that do not utilize universal barcodes or use scanning devices and still tear tickets.  In those cases, and in cases where hard tickets are needed to enter an event we make arrangements to mail a hard ticket or make that ticket available at will call. Our order processing through Ticket Network significantly reduces the risk of lost tickets and ticket fraud. We deliver related merchandise to our customers which will be shipped directly to the customers by the vendors, by us or picked up at the event.

If we are successful in our business plans and attract customers they may use our website or use our smartphone application to choose the venue, event time and date and purchase their tickets through PayPal or their credit card, Apple Pay and Android Pay.

We intend to use our management’s experience and our software to time the ticket sales side of our business to maximize the highest price possible in order to maintain positive cash flow and profit.  Our pricing will be based upon market demand.  Each event has a limited amount of available tickets and as the event date approaches, the price will normally fluctuate with the supply and demand for tickets offered for sale.  Other variables that can affect this are weather, team performance, the last minute absence of a key player or performer, the last minute addition of additional shows by the promoter or performer.

We currently have no new product or service publicly announced.

Management believes, based on our experience as frequent attendees of events, that ticketing is an industry that has experienced very little innovation over many years, but is now evolving into a business that increasingly emphasizes improving the experience for the two most important parties involved in ticketing for any entertainment and sporting event – patrons and the providers of the entertainment.  Though the technology for delivering tickets via smartphones is already in use within the industry, in our opinion it is not widely or effectively used, in our opinion.

The ticketing industry is highly competitive. We will face significant competition from established national, regional and local primary ticketing service providers as well as self-ticketing systems through facility box offices and season, subscription or group sales. We will also face competition in the resale of tickets from online auction websites and resale marketplaces and from other ticket resellers with online distribution capabilities.  There can be no assurance that if we are able to establish our business that will be able to compete successfully in the future with existing or potential competitors or that competition will not have an adverse effect on our business and financial condition.

There are a number of competitors in this area

We intend to purchase our tickets from arenas, amphitheaters, theaters, performance halls, golf tournaments, festivals and fairs, rodeos, sports teams.  We intend to purchase most of our tickets from the primary ticket market which is defined as the original seller of the ticket.

Due to the large number of individual ticket purchasers we will not be dependent upon one or few major customers if we are able to carry out our business plan.

The Company presently has no patents or trademarks, licenses, franchises, concessions, royalty agreements or labor contracts.  We plan to seek intellectual property protection for our app technology.

The Company will be subject to numerous state and local licensing laws and laws that require the disclosure of specified information to ticket purchasers.

There has been no bankruptcy, receivership or similar proceeding.

There have been no material reclassifications, mergers, consolidations, or purchase or sale of a significant amount of assets not in the ordinary course of business.

The Company will be subject to numerous state and local licensing laws and laws that require the disclosure of specified information to ticket purchasers.

In San Francisco and California there are no special licensing requirements to be an on-line ticket reseller.   We are not subject to anti-scalping laws as these laws in both San Francisco and the State of California apply to physically selling tickets on or near the venue premises.

In addition, increasing concern over consumer privacy has led to the introduction from time to time of proposed legislation which could impact the direct marketing and market research industries. The Company does not know when or whether any such proposed legislation may pass or whether any such legislation would relate to the types of services currently provided by the Company or which the Company intends to develop. Accordingly, the Company cannot predict the effect, if any, that any such future regulation may have on its business.

We have expended funds for research and development costs since inception.

We do not anticipate any costs or effects of compliance with environmental laws.

We currently have two full time employees, and a number of contracted personnel including in the areas of business and technology development. Our officers, Russell Rheingrover and Kristi Ann Nelson plan to devote as much time to our business as is necessary and currently are responsible for our general strategy, fund raising and customer relations and product development. Mr. Rheingrover estimates he is currently devoting approximately 25 hours per week to Company matters and Ms. Nelson estimates she is spending approximately 2 hours on Company matters per week.  Once sales support the expense we may hire additional staff.

Mr. Rheingrover, who currently owns 69% of our outstanding voting stock, is also the Chief Executive Officer of Jiffy Tickets, a national reseller of concert, theater, sporting and event tickets.  He currently devotes approximately 5 hours of his business time to our affairs and the balance to Jiffy Tickets.  He owes a fiduciary duty of loyalty to us, but also owes similar fiduciary duties to Jiffy Tickets.  Due to his responsibilities to serve both companies, there is potential for conflicts of interest. He will use every effort to avoid material conflicts of interest generated by his responsibilities to both companies, but no assurance can be given that material conflicts will not arise which could be detrimental to our operations and financial prospects.

The risk factors required pursuant to Regulation S-K, Item 503(c) are not required for smaller reporting companies. Accordingly, the Company has determined to provide particular risk factors at this time. The risks and uncertainties described below are not the only ones facing us. Other events that we do not currently anticipate or that we currently deem immaterial also may affect our results of operations and financial condition. If any events described in the risk factors actually occur, our business, operating results, prospects and financial condition could be materially harmed. In connection with the forward looking statements that appear elsewhere in this annual report, you should also carefully review the cautionary statement referred to under “Cautionary Note Regarding Forward Looking Statements.”

 

SHOULD ONE OR MORE OF THE FOREGOING RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE UNDERLYING ASSUMPTIONS OF OUR BUSINESS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED.

WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE A LIMITED OPERATING HISTORY. AN INVESTMENT IN THE SHARES OFFERED HEREIN IS HIGHLY RISKY AND COULD RESULT IN A COMPLETE LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR BUSINESS PLAN.

Ticket Corp was incorporated on January 17, 2013 and we have only recently commenced our business operations.  Until we are actually in the marketplace for a demonstrable period of time, it is impossible to determine if our business strategy will be viable or successful.  Any such failure could result in the possible closure of our business or force us to seek additional capital through loans or additional sales of our equity securities to continue business operations, which would dilute the value of current shares.

OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION, THEREFORE THERE IS SUBSTANTIAL UNCERTAINTY WE WILL CONTINUE ACTIVITIES IN WHICH CASE YOU COULD LOSE YOUR INVESTMENT.

Our independent registered public accounting firm issued its report in connection with the audit of our financial statements as of December 31, 2016, which included an explanatory paragraph describing the existence of conditions that raise substantial doubt about our ability to continue as a going concern. In addition, our note to our financial statements for the year ended December 31, 2016 included an explanatory paragraph describing the existence of conditions that raise substantial doubt about our ability to continue as a going concern. If we are not able to continue as a going concern, it is likely that holders of our common stock will lose all of their investment. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

WE ARE AN “EMERGING GROWTH COMPANY” AND WE CANNOT BE CERTAIN IF THE REDUCED DISCLOSURE REQUIREMENTS APPLICABLE TO EMERGING GROWTH COMPANIES WILL MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS.

We are an “emerging growth company,” as defined in the Jumpstart our Business Startups Act of 2012, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

Under the Jumpstart Our Business Startups Act, “emerging growth companies” can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to avail ourselves to this exemption from new or revised accounting standards and, therefore, we will not be subject to the same new or revised accounting standards as other public companies that are not “emerging growth companies.”

As a result of our election to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2), our financial statements may not be comparable to companies that comply with public company effective dates.

OUR LIMITED OPERATING HISTORY MAKES IT DIFFICULT TO EVALUATE OUR FUTURE PROSPECTS AND RESULTS OF OPERATION.

We were incorporated on January 17, 2013 have a limited operating history.  Accordingly, you should consider our future prospects in light of the risks and uncertainties experienced by development stage companies in evolving industries.  Some of these risks and uncertainties relate to our ability to:

1.	Establish and maintain our market position;

2.	Respond to competitive market conditions;

3.	Increase awareness of our brand;

4.	Respond to changes in our regulatory environment;

5.	Maintain effective control of our costs and expenses;

6.	Raise sufficient capital to sustain and expand our business; and

7.	Attract, retain and motivate qualified personnel.

If we are unsuccessful in addressing any of these risks and uncertainties, our business may be materially and adversely affected.

OUR BUSINESS WILL BE DEPENDENT ON OUR ABILITY TO PURCHASE TICKETS FROM PROMOTERS AND VENUES TO BE ABLE TO RESELL TICKETS TO CONSUMERS.  IF WE ARE UNABLE TO PURCHASE TICKETS OUR BUSINESS WILL BE ADVERSELY AFFECTED.

If we are unable to purchase tickets from promoters or venues, we may not be able to execute our business plan.  If we are unable to purchase for resale from primary sellers enough inventory of tickets, or there is not enough inventory for us to acquire in the primary or secondary markets, our business, financial condition and/or results of operations could be materially and adversely affected.    

Another important component of our success will be the ability to establish and maintain relationships with service providers, including providers of credit card processing, internet services, as well as advertisers, among other parties. Any inability to establish these relationships or adverse changes in these relationships, including the inability of these parties to fulfill their obligations to us for any reason, could adversely affect our business.

OUR SUCCESS DEPENDS, IN SIGNIFICANT PART, ON ENTERTAINMENT, SPORTING AND LEISURE EVENTS AND ANY FACTORS THAT MAY HAVE AN ADVERSE AFFECT ON SUCH EVENTS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Our business plan is to sell tickets to live entertainment and leisure events at arenas, stadiums, theaters and other facilities. Accordingly, our business, financial condition and results of operations will be directly affected by the popularity, frequency and location of such events. Ticket sales are sensitive to fluctuations in the number and pricing of entertainment and leisure events and activities offered by promoters, facilities, and adverse trends in the entertainment and leisure event industries could adversely affect our business.  In addition, general economic conditions, consumer trends, work stoppages, natural disasters and terrorism could have a material adverse effect on our business. Entertainment-related expenditures are particularly sensitive to business and personal discretionary spending levels, which tend to decline during general economic downturns. A protracted global recession could have a significant negative impact on our business, financial condition and results of operations could be negatively impacted.

THE TICKETING INDUSTRY IS HIGHLY COMPETITIVE AND COMPETITORS MAY NOT BE ABLE TO WIN BUSINESS AWAY FROM COMPETITORS, WHICH COULD ADVERSELY AFFECT THE COMPANY'S FINANCIAL PERFORMANCE.

The ticketing industry is highly competitive. We will face significant competition from established national, regional and local primary ticketing service providers as well as self-ticketing systems through facility box offices and season, subscription or group sales. We will also face competition in the resale of tickets from online auction websites and resale marketplaces and from other ticket resellers with online distribution capabilities.  There can be no assurance that if we are able to establish our business that will be able to compete successfully in the future with existing or potential competitors or that competition will not have an adverse effect on its business and financial condition.

OUR BUSINESS MAY SUFFER IF IT IS ALLEGED OR DETERMINED THAT THE TECHNOLOGY WE DEVELOP INFRINGES UPON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS.

The technology industry is characterized by the existence of a large number of patents, copyrights, trademarks, trade secrets and other intellectual and proprietary rights. Companies in the technology industry are often required to defend against litigation claims based on allegations of infringement or other violations of intellectual property rights. Many of our competitors and other industry participants have been issued patents and/or have filed patent applications and may assert patent or other intellectual property rights within the industry. Our future technologies may not be able to withstand any third-party claims or rights against their use. Claims of intellectual property infringement might require us to redesign our application, delay releases, enter into costly settlement or license agreements or pay costly damage awards, or face a temporary or permanent injunction prohibiting us from marketing or selling our ticket services. The occurrence of any of these events may have a material adverse effect on our business.

THERE ARE NO SUBSTANTIAL BARRIERS TO ENTRY INTO THE INDUSTRY AND BECAUSE WE DO NOT CURRENTLY HAVE ANY INTELLECTUAL PROPERTY PROTECTION FOR OUR TECHNOLOGY OR SERVICES, THERE IS NO GUARANTEE SOMEONE ELSE WILL NOT DUPLICATE OUR IDEAS, WHICH COULD SEVERELY LIMIT OUR SALES AND REVENUES.

Since we have no copyright protection, unauthorized persons may attempt to copy aspects of our business, including our web site design or functionality, products or marketing materials. We have no plans to seek intellectual property protection at this time.  Any encroachment upon our corporate information, including the unauthorized use of our brand name or the use of a similar name by a competing company, may affect our ability to create brand name recognition, cause customer confusion and/or have a detrimental effect on our business.  Litigation or proceedings before the U.S. or International Patent and Trademark Offices may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets and domain name.  Any such infringement, litigation or adverse proceeding could result in substantial costs and diversion of resources and could seriously harm our business operations and/or results of operations.

WE MAY NOT BE ABLE TO ADAPT OUR BUSINESS QUICKLY ENOUGH TO CHANGING CUSTOMER REQUIREMENTS AND INDUSTRY STANDARDS.

The e-commerce industry is characterized by evolving industry standards, frequent new service and product introductions and enhancements and changing customer demands. We may not be able to adapt quickly enough and/or in a cost-effective manner to changes in industry standards and customer requirements and preferences, and any failure to do so could adversely affect our business. In addition, the continued widespread adoption of new Internet or telecommunications technologies and devices or other technological changes could require us to modify or adapt our respective services or infrastructures.  We may be unable to devote financial resources to new technologies and systems in the future.  Any failure on our part to modify or adapt those respective services or infrastructures in response to these trends could render our website and services obsolete, which could adversely affect our business.

IF THERE ARE EVENTS OR CIRCUMSTANCES AFFECTING THE RELIABILITY AND SECURITY OF THE INTERNET, ACCESS TO OUR WEBSITE AND/OR THE ABILITY TO SAFEGUARD CONFIDENTIAL INFORMATION COULD BE IMPAIRED CAUSING A NEGATIVE EFFECT ON THE FINANCIAL RESULTS OF OUR BUSINESS OPERATIONS.

Despite the implementation of security measures, once our website it up and running, our website infrastructure may be vulnerable to computer viruses, hacking or similar disruptive problems caused by members, other Internet users, other connected Internet sites, and the interconnecting telecommunications networks. Such problems caused by third-parties could lead to interruptions, delays or cessation of service to our customers. Inappropriate use of the Internet by third-parties could also potentially jeopardize the security of confidential information stored in our computer system, which may deter individuals from becoming customers. Such inappropriate use of the Internet includes attempting to gain unauthorized access to information or systems, which is commonly known as “cracking” or “hacking.” Although we intend to implement security measures, such measures have been circumvented in the past by hackers on other websites on the internet, and there can be no assurance that any measures we implement would not be circumvented in future. Dealing with problems caused by computer viruses or other inappropriate uses or security breaches may require interruptions, delays or cessation of service to our customers, which could have a material adverse effect on our business, financial condition and results of operations.

ANY FAILURE TO COMPLY WITH EXISTING LAWS, RULES AND REGULATIONS AS WELL AS CHANGING LAWS, RULES AND REGULATIONS AND OTHER LEGAL UNCERTAINTIES, COULD ADVERSELY AFFECT OUR BUSINESS.

Our business is to sell tickets and provide related services to consumers online.   We are subject to a wide variety of statutes, rules, regulations, policies and procedures in various jurisdictions in the United States, which are subject to change at any time. For example, those laws, rules and regulations applicable to providers of primary ticketing and ticket resale services, which in some cases regulate the amount of transaction and other fees that they may be charged in connection with primary ticketing sales and/or the ticket prices that may be charged in the case of ticket resale services. New legislation of this nature is introduced from time to time in various jurisdictions in which we may sell tickets and provide services. Our failure to comply with these laws and regulations could result in fines and/or proceedings against us by governmental agencies and/or consumers, which if material, could adversely affect our business and results of operations. In addition, the promulgation of new laws, rules and regulations that restrict or otherwise unfavorably impact the ability or manner in which we may provide ticket services may require us to change certain aspects of our business to ensure compliance, which could decrease demand for services, reduce revenues, increase costs and/or subject us to additional liabilities.

WE MAY NEED TO OBTAIN ADDITIONAL FINANCING IF WE FAIL TO GENERATE REVENUE IN THE ANTICIPATED TIMEFRAME.  IF WE DO NOT OBTAIN SUCH FINANCING, WE MAY HAVE TO REDUCE OR CEASE OUR ACTIVITIES AND INVESTORS COULD LOSE THEIR ENTIRE INVESTMENT.

There is no assurance that we will operate profitably or generate positive cash flow in the future.  We may require additional financing to sustain our business operations if we are not successful in receiving revenues at the levels we anticipate.  We currently do not have any arrangements for further financing and we may not be able to obtain financing on commercially reasonable terms or terms that are acceptable to us when it is required.  Because of the worldwide economic downturn or because of other reasons, we may not be able to raise any additional funds that we require on favorable terms, if any.  The failure to obtain necessary financing, if needed, may impair our ability to continue in business.

IF WE OBTAIN DEBT FINANCING, WE WILL FACE RISKS ASSOCIATED WITH FINANCING OUR OPERATIONS.

If we obtain debt financing, we will be subject to the normal risks associated with debt financing, including the risk that our cash flow will be insufficient to meet required payments of principal and interest, and the risk that we will not be able to renew, repay, or refinance our debt when it matures or that the terms of any renewal or refinancing will not be as favorable as the existing terms of that debt.  If we enter into secured lending facilities and are unable to pay our obligations to our secured lenders, they could proceed against any or all of the collateral securing our indebtedness to them.

OUR SUCCESS IS DEPENDENT ON A LIMITED NUMBER OF KEY EXECUTIVES.

The success of our business strategy and our ability to operate profitably depends on the continued employment of our management team. The loss of the services of one or more of these key executives could have a material adverse effect on our business, financial condition and/or results of operations. There can be no assurance that we will be able to retain our existing management, attract additional qualified executives or adequately fill new management positions or vacancies created by expansion or turnover. We do not have employment agreements with members of our management team and we do not maintain key-person life insurance policies on their lives. The loss of any of our management or key personnel could seriously harm our business.

OUR CHIEF EXECUTIVE OFFICER DOES NOT HAVE EXPERIENCE WITH MANAGING A PUBLIC COMPANY.

 

Our Chief Executive Officer has no direct training or experience in managing and fulfilling the regulatory reporting obligations of a public company. While his business experience includes management and marketing, particularly in the ticket industry, he does not have experience as an officer or director in a public company setting.  In the event he is unable to fulfill any aspect of his duties to the Company we may experience a shortfall or complete lack of sales resulting in little or no profits and eventual closure of our business.

HAVING ONLY TWO DIRECTORS LIMITS OUR ABILITY TO ESTABLISH EFFECTIVE INDEPENDENT CORPORATE GOVERNANCE PROCEDURES AND INCREASES THE CONTROL OF OUR PRESIDENT OVER OPERATIONS AND BUSINESS DECISIONS INCLUDING SALARIES AND PERQUISITES.

 

We have only two directors, who are our principal executive officers. Accordingly, we cannot establish board committees comprised of independent members to oversee functions like compensation or audit issues. In addition, a tie vote of board members is decided in favor of the chairman, which gives him significant control over all corporate issues, including all major decisions on operations and corporate matters such as approving salary and perquisites. The directors will also determine their own salaries and perquisites and as a result there could be no funds for net income.  Until we have a larger board of directors that would include some independent members, if ever, there will be limited oversight of our president’s decisions and activities and little ability for minority shareholders to challenge or reverse those activities and decisions, even if they are not in the best interests of minority shareholders.

RUSSELL RHEINGROVER, OUR SENIOR EXECUTIVE OFFICER IS ALSO THE SENIOR EXECUTIVE OFFICER OF JIFFY TICKETS WHICH COULD CREATE A POTENTIAL FOR CONFLICTS OF INTEREST.

   

Mr. Rheingrover who currently owns 69% of our outstanding voting stock is also the Chief Executive Officer of Jiffy Tickets, a national reseller of concert, theater, sporting and event tickets.  He currently devotes approximately 5 hours of his business time to our affairs and the balance to Jiffy Tickets.  He owes a fiduciary duty of loyalty to us, but also owes similar fiduciary duties to Jiffy Tickets.  Due to his responsibilities to serve both companies, there is potential for conflicts of interest. He will use every effort to avoid material conflicts of interest generated by his responsibilities to both companies, but no assurance can be given that material conflicts will not arise which could be detrimental to our operations and financial prospects.

OUR COMMON STOCK MAY BE CONSIDERED A “PENNY STOCK,” AND THEREBY BE SUBJECT TO ADDITIONAL SALE AND TRADING REGULATIONS THAT MAY MAKE IT MORE DIFFICULT TO SELL.

 

Our common stock is considered to be a “penny stock.” It does not qualify for one of the exemptions from the definition of “penny stock” under Section 3a51-1 of the Exchange Act. Our common stock is a “penny stock” because it meets one or more of the following conditions (i) the stock trades at a price less than $5.00 per share; (ii) it is not traded on a “recognized” national exchange or (iii) it is not quoted on the NASDAQ Global Market, or has a price less than $5.00 per share. The principal result or effect of being designated a “penny stock” is that securities broker-dealers participating in sales of our common stock are subject to the “penny stock” regulations set forth in Rules 15-2 through 15g-9 promulgated under the Securities Exchange Act. For example, Rule 15g-2 requires broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document at least two business days before effecting any transaction in a penny stock for the investor’s account. Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any

 

 

investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult and time consuming for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.

THERE IS NO PUBLIC MARKET FOR OUR SECURITIES AND AN ACTIVE TRADING MARKET MAY NOT DEVELOP.

We cannot predict the extent to which investor interest will lead to the development of an active trading market on the OTC Bulletin Board or otherwise or how liquid that market might become. An active public market for our Common Stock may not develop or be sustained after the offering. If an active public market does not develop or is not sustained, it may be difficult for our current shareholders to sell their shares of Common Stock at a price that is attractive to them, or at all.

RULE 144 SALES IN THE FUTURE MAY HAVE A DEPRESSIVE EFFECT ON THE COMPANY’S STOCK PRICE AS AN INCREASE IN SUPPLY OF SHARES FOR SALE, WITH NO CORRESPONDING INCREASE IN DEMAND WILL CAUSE PRICES TO FALL.

 

All of the outstanding shares of common stock held by the present officers, directors, and affiliate stockholders are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Securities Act of 1933 and as required under applicable state securities laws. Rule 144 provides in essence that a person who is an affiliate or officer or director who has held restricted securities for six months may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1.0% of a Company’s issued and outstanding common stock. There is no limit on the amount of restricted securities that may be sold by a non-affiliate after the owner has held the restricted securities for a period of six months if the Company is a current reporting company under the Securities Exchange Act of 1934. A sale under Rule 144 or under any other exemption from the Securities Act of 1933, if available, or pursuant to subsequent registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop. In addition, if we are deemed a shell company pursuant to Section 12(b)-2 of the Act, our “restricted securities”, whether held by affiliates or non-affiliates, may not be re-sold for a period of 12 months following the filing of a Form 10 level disclosure or registration pursuant to the Securities Act of 1933.

FAILURE TO ACHIEVE AND MAINTAIN EFFECTIVE INTERNAL CONTROLS IN ACCORDANCE WITH SECTION 404 OF THE SARBANES-OXLEY ACT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS AND OPERATING RESULTS.

 

It is time consuming, difficult and costly for us to develop and maintain the internal controls, processes and reporting procedures required by the Sarbanes-Oxley Act, and as our business develops, we may need to hire additional financial reporting, internal auditing and other finance staff in order to remain compliant. The cost of compliance will adversely affect our financial results, while, if we are unable to comply, we may not be able to obtain the independent accountant certifications that the Sarbanes-Oxley Act requires of publicly traded companies.

If we fail to comply in a timely manner with the requirements of Section 404 of the Sarbanes-Oxley Act regarding internal control over financial reporting or to remedy any material weaknesses in our internal controls that we may identify, such failure could result in material misstatements in our financial statements, cause investors to lose confidence in our reported financial information and have a negative effect on the trading price of our common stock.

Pursuant to Section 404 of the Sarbanes-Oxley Act and current SEC regulations, we are required to prepare assessments regarding internal controls over financial reporting and furnish a report by our management on our internal control over financial reporting. Failure to achieve and maintain an effective internal control environment or complete our Section 404 certifications could have a material adverse effect on our stock price.

In addition, in connection with our on-going assessment of the effectiveness of our internal control over financial reporting, we may discover “material weaknesses” in our internal controls as defined in standards established by the Public Company Accounting Oversight Board, or the PCAOB. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The PCAOB defines “significant deficiency” as a deficiency that results in more than a remote likelihood that a misstatement of the financial statements that is more than inconsequential will not be prevented or detected.

 

In the event that a material weakness is identified, upon receiving sufficient financing or generating sufficient revenues, we will employ qualified personnel and adopt and implement policies and procedures to address any such material weaknesses. However, the process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. We cannot assure you that the measures we will take will remediate any material weaknesses that we may identify or that we will implement and maintain adequate controls over our financial process and reporting in the future.

 

Any failure to complete our assessment of our internal control over financial reporting, to remediate any material weaknesses that we may identify or to implement new or improved controls, or difficulties encountered in their implementation, could harm our operating results, cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements. Any such failure could also adversely affect the results of the periodic management evaluations of our internal controls and, in the case of a failure to remediate any material weaknesses that we may identify, would adversely affect the annual auditor attestation reports regarding the effectiveness of our internal control over financial reporting that are required under Section 404 of the Sarbanes-Oxley Act. Inadequate internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock.

The systems of internal controls and procedures that we have developed and implemented to date are adequate in a research and development business. The current transaction volume and limited transaction channels mean that operating management, financial management, board members and auditor can, and do, efficiently perform a very extensive and detailed transaction review to ensure compliance with the Company’s established procedures and controls. If our business grows rapidly, we may not be able to keep up with recruiting and training personnel, and enhancing our systems of internal control in line with the growth in transaction volumes and compliance risks which could result in loss of assets, profit, and ability to manage the daily operations of our Company.

PUBLIC DISCLOSURE REQUIREMENTS AND COMPLIANCE WITH CHANGING REGULATION OF CORPORATE GOVERNANCE POSE CHALLENGES FOR OUR MANAGEMENT TEAM AND RESULT IN ADDITIONAL EXPENSES AND COSTS WHICH MAY REDUCE THE FOCUS OF MANAGEMENT AND THE PROFITABILITY OF OUR COMPANY.

 

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations promulgated thereunder, the Sarbanes-Oxley Act and SEC regulations, have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the U.S. public markets. Our management team will need to devote significant time and financial resources to comply with both existing and evolving standards for public companies, which will lead to increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.

 

SHOULD ONE OR MORE OF THE FOREGOING RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED

 

This Item is not applicable to us as we are not an accelerated filer, a large accelerated filer, or a well-seasoned issuer.

We do not currently own any property.  The mailing address of our executive offices is 1135 Terminal Way, Suite 209, Reno, NV  89502.  We currently operate out of the office of our President, Russell Rheingrover at no charge and consider our current space arrangement adequate and will reassess our needs based upon the future growth of the Company.

We are not currently involved in any legal proceedings nor do we have any knowledge of any threatened litigation.

None.

Part II

No Public Market for Common Stock 

There is presently no public market for our common stock.  Through a market maker we have initiated an application for trading of our common stock on the over the counter bulletin board.  We can provide no assurance that our shares will be traded on the bulletin board, or if traded, that a public market will materialize.

The Securities Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system.  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask  price;(d) contains a toll-free telephone number for inquiries on disciplinary actions;(e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and;(f) contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with; (a) bid and offer quotations for the penny stock;(b) the compensation of the broker-dealer and its salesperson in the transaction;(c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, because our common stock is subject to the penny stock rules, stockholders may have difficulty selling those securities.

Holders of Our Common Stock

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 December 31, 2016, the Company had 48,000,000 shares of common stock issued and outstanding, held by fifty one (51) shareholders of record.

Rule 144 Shares

None of our common stock is currently available for resale to the public under Rule 144. In general, under Rule 144 as currently in effect for over the-counter-stocks, including those quoted on the OTC Bulletin Board and the OTC Markets Pink Sheets, an affiliate of the Company who has beneficially owned shares of a Company’s common stock for at least one year is entitled to sell within any three month period a number of shares that does not exceed one percent of the number of shares of the Company’s common stock then outstanding.

Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the Company.

Under Rule 144(k), a person who is not one of the Company’s affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least one year, is entitled to sell shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.

Stock Option Grants

None.

Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends.  The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:

1.

we would not be able to pay our debts as they become due in the usual course of business, or;

2.

our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

 

Not required under Regulation S-K for “smaller reporting companies.”

The following is management’s discussion and analysis (“MD&A”) of certain significant factors that have affected our financial position and operating results during the periods included in the accompanying financial statements, as well as information relating to the plans of our current management. This report includes forward-looking statements. Generally, the words “believes,” “anticipates,” “may,” “will,” “should,” “expect,” “intend,” “estimate,” “continue,” and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other reports or documents we file with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes to differ materially from those projected. Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements.

 

The following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto and other financial information contained elsewhere in this Form 10-K

 

The Company’s MD&A is comprised of significant accounting estimates made in the normal course of its operations, overview of the Company’s business conditions, results of operations, liquidity and capital resources and contractual obligations. The Company did not have any off balance sheet arrangements as of December 31, 2015 or 2016.

 

 

The discussion and analysis of the Company’s financial condition and results of operations is based upon its financial statements, which have been prepared in accordance with generally accepted accounting principles generally accepted in the United States (or “GAAP”). The preparation of those financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities at the date of its financial statements. Actual results may differ from these estimates under different assumptions or conditions.

Our Ability To Continue as a Going Concern

 

Our independent registered public accounting firm has issued its report in connection with the audit of our financial statements as of December 31, 2016 that included an explanatory paragraph describing the existence of conditions that raise substantial doubt about our ability to continue as a going concern. Our financial statements as of December 31, 2016 have been prepared under the assumption that we will continue as a going concern. If we are not able to continue as a going concern, it is likely that holders of our common stock will lose all of their investment. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Results of Operations for the period from inception (January 17, 2013) to December 31, 2016

Results of Operations for the years ended December 31, 2016 and December 31, 2015

We generated $89,463 and $169,653 in revenues for the years ended December 31, 2016 and 2015, respectively.  Our cost of goods sold was $62,143 and $124,103, resulting in a gross profit of $27,319 and $45,550, respectively.  The difference in revenue was based upon market sales and the amount of tickets and price we were able to sell them for.  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 $126,435 and $125,069 for the years ended December 31, 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 years ended December 31, 2016 and 2015 we recorded a gain of $3,800 (2016) from the cancellation of debt associated with Ticket Assignment Agreement.  The $3,800 was the accrued interest on the note and interest expense of $12,470 and $2,400, respectively.  The increase in interest was due to the additional convertible notes from cash loaned to our company by the director.

As of December 31, 2016, $156,370 is owed to Russell Rheingrover, our Chief Executive Officer.  $100 of the funds were loaned by him to by our company to open the bank account and is non-interest bearing with no specific repayment terms.  The accrued interest payable of the Convertible Notes as outlined below was $11,270.

$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.

$30,000 of the funds are the result of a 10% Convertible Note issued on October 26, 2016.  Under the terms of the note the principal sum and interest is to be repaid to Mr. Rheingrover by October 26, 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.

As of December 31, 2016, our company had $2,390 in Accounts Receivable, $8,983 in Accounts Payable and $11,270 in accrued interest expense.

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.

Our Registration Statement on Form S-1 was declared effective on July 25, 2014.  In October 2014, our 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.

We are actively working to continue the advancement of our business plan.

Our company has completed the following steps to date:

1.	Purchased our domain name WWW.Ticketcorp.com (which website is expressly not included or incorporated by reference to this filing) 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.

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.

Liquidity and Capital Resources

Our assets at December 31, 2016 were $6,427 which included $4,037 in cash and $2,390 in accounts receivable.  Management estimates our current monthly “burn rate” to be $5,000 and estimate our current cash and receivables will last through April 2017, if no additional revenues are realized.

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 our 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.

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.

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 our company for website development and a consequent need to broaden the management team.  Depending on availability of funds and the opportunities available to our company, we intend to hire marketing and business development personnel to drive incremental sales and to expand distribution channels.

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 Q4.

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.

Off Balance Sheet Arrangements

As of December 31, 2016, there were no off balance sheet arrangements. 

Going Concern

The accompanying financial statements are presented on a going concern basis.  We had limited operations during the period from January 17, 2013 (date of inception) to December 31, 2016.  This condition raises substantial doubt about our ability to continue as a going concern.  We currently in the development stage and has minimal expenses; management believes that our  current cash of $4,037 plus accounts receivable of $2,390 is not sufficient to cover the expenses they will incur during the next twelve months. Additional revenues and possibly loans from our director will be required for our company to remain in business.

Emerging Growth Company Status

We are an "emerging growth company" as defined under the Jumpstart our Business Startups Act ("JOBS Act").  We will remain an "emerging growth company" for up to five years, or until the earliest of:

1.

the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion,

2.

the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or

3.

the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

As an "emerging growth company", we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to:

·

not being required to comply with the auditor attestation requirements of section 404(b) of the Sarbanes-Oxley Act (“Sarbanes Oxley”) (we also will not be subject to the auditor attestation requirements of section 404(b) as long as we are a "smaller reporting company", which includes issuers that had a public float of less than $75 million as of the last business day of their most recently completed second fiscal quarter);

·	reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and

·	exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

In addition, section 107 of the JOBS Act provides that an "emerging growth company" can take advantage of the extended transition period provided in section 7(a)(2)(B) of the Securities Act of 1933 (the "Securities Act") for complying with new or revised accounting standards. Under this provision, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.  

During the time we qualify as an emerging growth company we plan to take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

 

·	A requirement to have only two years of audited financial statements and only two years of related MD&A;

·	Exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002;

·	Reduced disclosure about the emerging growth company’s executive compensation 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.

There is no historical financial information about us on which to base an evaluation of our performance.  We are a development stage company and we cannot guarantee we will be successful in our business operations.  Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in implementing our business plan, and possible cost overruns due to increases in the cost of services.

To become profitable and competitive, we must implement our business plan and continue to generate revenue.

The accompanying audited financial statements of Ticket Corp. 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.  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 periods presented have been reflected herein.

 

 

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 our company.

Our company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

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 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.

 

The Company records revenue when all goods and services have been performed and delivered, the amounts are readily determinable, and collection is reasonably assured.

On December 17, 2014, we 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 our 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.  We 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.

 

Not required for smaller reporting companies.

Our Financial Statements begin on page F-1 of this Annual Report on Form 10-K and are incorporated herein by reference.

None.

There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter for our fiscal year ended December 31, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

None.

PART III

The name, age and title of our executive officers and directors are as follows:

Term of Office

Directors are appointed to hold office until the next annual meeting of our stockholders or until a successor is elected and qualified, or until resignation or removal in accordance with the provisions of the Company by-laws or Nevada corporate law.  Officers are appointed by our Board of Directors and holds office until removed by the Board.  The Board of Directors has no nominating, auditing or compensation committees.

Significant Employees

We currently have two employees, Mr. Rheingrover and Ms. Nelson.  Mr. Rheingrover and Ms. Nelson currently devote the hours necessary to our business and are responsible for our general strategy, fund raising and customer relations.

No officer or director of the Company has been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limiting him from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities. No officer or director of the Company has been convicted in any criminal proceeding (excluding traffic violations) nor are they the subject of any currently pending criminal proceeding.

Russell Rheingrover, President, Secretary, CEO and Director

Mr. Rheingrover is the founder of Ticket Corp.  He has over twenty years’ experience in building and developing emerging companies, primarily in the technology and entertainment industries.

 

 

From 2008 to current he has been the owner of Jiffy Tickets a national reseller of concert, theater, sporting and event tickets.  From 2003 to 2008 he was Director of North American Sales for PureDepth Inc., whose patented technology is used to enhance an array of advanced electronic displays, including mobile devices, casino games, amusement games and public information displays.  From 1999 to 2003 he was Director U.S Sales for Pulse Entertainment where he was responsible for developing relationships with many key entertainment groups including Warner Brothers and NBC.   From 1996 to 1999 he was in charge of Retail and Channel Sales for Hitachi in North America. From 1993 to 1996 he was Senior Vice President of Sales and Marketing for Velocity Corp., a leading video game developer and distributor.

Mr. Rheingrover is a graduate of the University of Pacific with a Bachelor of Science in Business Administration with an emphasis on Marketing in 1987.

Kristi Ann Nelson, Treasurer, CFO and Director

Ms. Nelson joined Ticket Corp. in February 2013.  She has extensive experience in both technology and major media marketing.

From May 2009 to current she has been the Digital Account Director for IDG Enterprise (an International Data Group (IDG) company).  IDG is a leading technology, media, research, event management, and venture capital organization. At IDG she is responsible for approximately 650 Business2Business clients in Washington and Oregon.  Business2Business refers to "the exchange of products, services, or information between businesses rather than between businesses and consumers."  From September 2008 to May 2009 she held the position of Account Manager for Computerworld at IDG Enterprise.  From July 2006 to August 2008 she was a Regional Account Manager at Ziff Davis Enterprise, responsible for optimizing marketing strategies through integrated media programs for multiple clients.  From November 2004 to June 2006 she was self-employed as a consultant in sales infrastructure assisting sales and marketing professionals in ways to improve their sales opportunities.

Ms. Nelson is a graduate of Cal State Chico with a Bachelor of Arts Degree in Psychology in 1992.

 

We do not currently have a code of ethics, because we have only limited business operations and only one officer and director, we believe a code of ethics would have limited utility. We intend to adopt such a code of ethics as our business operations expand and we have more directors, officers and employees.

Management Compensation

Currently our officers and directors receive no compensation for their services during the development stage of our business operations.  Officers and directors are reimbursed for any out-of-pocket expenses they may incur on our behalf. In the future once revenue is being generated, we may approve payment of salaries for officers and directors, but currently, no such plans have been approved. No officer or director salaries were paid from the proceeds of our recent offering.  We do not have any employment agreements in place with our officer and director. We also do not currently have any benefits, such as health or life insurance, available to our employee.

 

 

Grants of Plan-Based Awards

There were no grants of plan based awards.

 

Outstanding Stock Awards at Year End

 

There were no stock awards

Option Exercises and Stock Vested

There were no options exercised or stock vested by our named officers.

Non Qualified Deferred Compensation

None.

Golden Parachute Compensation

None.

Employment Agreements

 

As of this time, there are no employment agreements with any named executive officer.

 

On January 31, 2013, a total of 33,000,000 shares of common stock were issued to Russell Rheingrover in exchange for cash in the amount of $33,000 or $0.001 per share.

There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the Company.

 

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of the date of this annual report by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our directors, and or (iii) our officers. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.

 

 

(1)

A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding as of the date of this annual report.  As of the date of this annual report, there were 48,000,000 shares of our common stock issued and outstanding.

 

DESCRIPTION OF SECURITIES

 

The following statements relating to the capital stock set forth the material terms of our securities; however, reference is made to the more detailed provisions of, and such statements are qualified in their entirety by reference to, the Certificate of Incorporation, amendment to the Certificate of Incorporation and the By-laws, copies of which are filed as exhibits to this registration statement. We currently have 100,000,000 shares of common stock,0.001 par value authorized.

COMMON STOCK

 

The holders of our Common Stock are entitled to one vote per share on all matters to be voted on by our stockholders, including the election of directors. Our stockholders are not entitled to cumulative voting rights, and, accordingly, the holders of a majority of the shares voting for the election of directors can elect the entire board of directors if they choose to do so and, in that event, the holders of the remaining shares will not be able to elect any person to our board of directors.

 

The holders of the Company’s Common Stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the Board of Directors, in its discretion, from funds legally available. Upon the Company’s liquidation, dissolution or winding up, the holders of our Common Stock are entitled to receive on a pro rata basis our remaining assets available for distribution. Holders of the Company’s Common Stock have no preemptive or other subscription rights, and there are no conversion rights or redemption or sinking fund provisions with respect to such shares. All outstanding shares of the Company’s Common Stock are, fully paid and not liable to further calls or assessment by the Company.

On January 31, 2013, the Company issued a total of 33,000,000 shares of common stock to Russell Rheingrover for cash at $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 December 31, 2016, $156,370 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.  The accrued interest payable of the Convertible Notes as outlined below was $11,270.

$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.

$30,000 of the funds are the result of a 10% Convertible Note issued on October 26, 2016.  Under the terms of the note the principal sum and interest is to be repaid to Mr. Rheingrover by October 26, 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.

Mr. Rheingrover, who currently owns 69% of our outstanding voting stock, is also the Chief Executive Officer of Jiffy Tickets, a national reseller of concert, theater, sporting and event tickets.  He currently devotes approximately 5 hours of his business time to our affairs and the balance to Jiffy Tickets.  He owes a fiduciary duty of loyalty to us, but also owes similar fiduciary duties to Jiffy Tickets.  Due to his responsibilities to serve both companies, there is potential for conflicts of interest. He will use every effort to avoid material conflicts of interest generated by his responsibilities to both companies, but no assurance can be given that material conflicts will not arise which could be detrimental to our operations and financial prospects. For the year ended December 31, 2016 the revenue generated from Jiffy Tickets was almost 50% of total revenues generated for Ticket Corp.  There is also an outstanding accounts payable amount of $1,529 due to Jiffy Tickets as of December 31, 2016.

We have not yet formulated a policy for handling conflicts of interest; however, we intend to do so prior to hiring any additional employees.

The total fees charged to the Company for audit services, including quarterly reviews, were $9,700 for audit-related services, tax services were $Nil and other services were $Nil during the year ended December 31, 2016.

The total fees charged to the Company for audit services, including quarterly reviews, were $14,600 for audit-related services, for tax services $Nil and other services were $Nil during the year ended December 31, 2015.

PART IV

The following exhibits are included with this filing:

*	Incorporated by reference to the Company’s Form S-1 filed with the Securities and Exchange Commission (File Number 000-55547.) filed March 26, 2013

Pursuant to the requirements of Section 13(a) or 15(d) 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 April 17, 2017.

 

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/s/ Fruci & Associates ll, PLLC
Fruci & Associates ll, PLLC
Spokane, WA
April 17, 2017

 

 

TICKET CORP.

 

 

The accompanying notes are an integral part of these financial statements

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STATEMENTS OF OPERATIONS

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STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

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STATEMENTS OF CASH FLOWS

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Ticket Corp.

Notes to Financial Statements

December 31, 2016

(Audited)

 

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, merchandise and social media communications driven primarily through its mobile application technology in the United States and a 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 an active and operational stage.  Its activities to date include but is not limited to capital formation, organization, application development, beta testing and launch as well as developing relationships with key product merchandisers and have populated the mobile app with available tickets and authentic merchandise to most major live events. The company is in the early stages of collecting revenue but is selling tickets and merchandise on its mobile application.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying audited 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.  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 periods presented have been reflected herein.

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.

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

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 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.

 

The Company records revenue when all goods and services have been performed and delivered, the amounts are readily determinable, and collection is reasonably assured.

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.

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.

 

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 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 December 31, 2016 and a deficit of $241,425, or $0.005 per share.  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 $4,037, anticipated revenues and loans from our director when needed 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 director 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 December 31, 2016, $156,370 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.  The accrued interest payable of the Convertible Notes as outlined below was $11,270.

$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.

$30,000 of the funds are the result of a 10% Convertible Note issued on October 26, 2016.  Under the terms of the note the principal sum and interest is to be repaid to Mr. Rheingrover by October 26, 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.

Mr. Rheingrover, who currently owns 69% of our outstanding voting stock, is also the Chief Executive Officer of Jiffy Tickets, a national reseller of concert, theater, sporting and event tickets.  He currently devotes approximately 5 hours of his business time to our affairs and the balance to Jiffy Tickets.  He owes a fiduciary duty of loyalty to us, but also owes similar fiduciary duties to Jiffy Tickets.  Due to his responsibilities to serve both companies, there is potential for conflicts of interest. He will use every effort to avoid material conflicts of interest generated by his responsibilities to both companies, but no assurance can be given that material conflicts will not arise which could be detrimental to our operations and financial prospects. For the year ended December 31, 2016 the revenue generated from Jiffy Tickets was almost 50% of total revenues generated for Ticket Corp.  There is also an outstanding accounts payable amount of $1,529 due to Jiffy Tickets as of December 31, 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 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 December 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 December 31, 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 December 31, 2016 up through date the Company issued these financial statements and found no subsequent event that needed to be reported.