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EX-32.2 - Ticket Corp.ex32-2.htm
EX-32.1 - Ticket Corp.ex32-1.htm
EX-31.2 - Ticket Corp.ex31-2.htm
EX-31.1 - Ticket Corp.ex31-1.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2017

Commission file number 000-55547

 
TICKET CORP.
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of incorporation or organization)

1135 Terminal Way, Suite 209
Reno, NV  89502
e-mail: info@ticketcorp.com
 (Address of principal executive offices, including zip code.)

Telephone (775) 352-3936  Fax (775) 201-8190
(Telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer 
 
Accelerated filer 
 
 
 
Non-Accelerated filer 
Smaller reporting company
Emerging growth company  
(Do not check if a smaller reporting company) 
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

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

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:  48,000,000 shares as of November 13, 2017.
 

 
PART I
FINANCIAL INFORMATION
 
ITEM 1.  FINANCIAL STATEMENTS
 
Interim Condensed Financial Statements and Notes to Interim Financial Statements

General

The accompanying reviewed condensed interim financial unaudited statements have been prepared in accordance with the instructions to Form 10-Q. Therefore, they do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders’ deficit in conformity with generally accepted accounting principles. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2016. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the nine months ended September 30, 2017 are not necessarily indicative of the results that can be expected for the year ending December 31, 2017.
 
 
2

TICKET CORP.
BALANCE SHEETS

 
 
   
September 30, 2017
   
December 31, 2016
 
   
(Unaudited)
   
(Audited)
 
ASSETS
           
             
CURRENT ASSETS
           
Cash
 
$
3,555
   
$
4,037
 
Accounts Receivable
   
-
     
2,390
 
Total Current Assets
   
3,555
     
6,427
 
                 
TOTAL ASSETS
 
$
3,555
   
$
6,427
 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
LIABILITIES
               
                 
Current Liabilities:
               
Accounts Payable
 
$
7,162
   
$
8,983
 
Interest Payable
   
24,067
     
11,270
 
Due to Related Party
   
185,100
     
145,100
 
Total Current Liabilities
   
216,329
     
165,353
 
                 
TOTAL LIABILITIES
 
 
216,329
   
 
165,353
 
                 
Commitments & Contingencies
 
 
-
   
 
-
 
                 
STOCKHOLDERS' EQUITY
               
Common stock:  authorized 100,000,000; $0.001 par value;
               
48,000,000 shares issued and outstanding at September 30, 2017 and December 31, 2016
 
 
48,000
     
48,000
 
Paid in capital
   
34,500
     
34,500
 
Accumulated deficit
   
(295,273
)
   
(241,426
)
Total Stockholders' Equity
 
 
(212,773
)
   
(158,926
)
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
 
$
3,555
    $
6,427
 
 
 
 
 
The accompanying notes are an integral part of these financial statements
 
3

TICKET CORP.
STATEMENTS OF OPERATIONS
(Unaudited)

 
 
   
Three Months
Ended
   
Three Months
Ended
   
Nine Months
Ended
   
Nine Months
Ended
 
   
September 30, 2017
   
September 30, 2016
   
September 30, 2017
   
September 30, 2016
 
                         
REVENUES
 
$
169
   
$
27,503
   
$
11,855
   
$
72,493
 
                                 
TOTAL REVENUES
   
169
     
27,503
     
11,855
     
72,493
 
                                 
COST OF GOODS SOLD
                               
Merchant Account Fees
 
 
150
   
 
422
   
 
1,149
   
 
1,409
 
Purchases - Resale Tickets
   
-
     
17,895
     
8,549
     
50,775
 
                                 
TOTAL COST OF GOODS SOLD
   
150
     
18,317
     
9,698
     
52,184
 
                                 
GROSS PROFIT
   
18
     
9,186
     
2,157
     
20,309
 
                                 
Operating Expenses:
                               
General and administrative
 
 
2,264
   
 
851
   
 
4,952
   
 
1,620
 
Professional Fees
   
3,605
     
18,035
     
38,256
     
79,996
 
Total Expenses
   
5,869
     
18,886
     
43,208
     
81,615
 
                                 
Net loss from operations
 
 
(5,851
)
 
 
(9,700
)
 
 
(41,051
)
 
 
(61,307
)
                                 
Other Income/Expense:
                               
Gain on Cancellation of Debt
 
 
-
   
 
3,800
   
 
-
   
 
3,800
 
Interest Expense
   
(4,266
)
   
-
     
(12,797
)
   
(1,200
)
Total Other Income/Expense
 
 
(4,266
)
 
 
3,800
   
 
(12,797
)
 
 
2,600
 
                                 
Provision for taxes
 
 
-
   
 
-
   
 
-
   
 
-
 
                                 
Net Income (loss)
 
$
(10,116
)
 
$
(5,900
)
 
$
(53,848
)
 
$
(58,707
)
                                 
Net loss per share:
                               
Basic and diluted
 
$
(0.000
)
 
$
(0.000
)
 
$
(0.001
)
 
$
(0.001
)
                                 
Weighted average number of shares outstanding:
                               
Basic and diluted
   
48,000,000
     
48,000,000
     
48,000,000
     
48,000,000
 
 
 
 
 
The accompanying notes are an integral part of these financial statements
 
4

TICKET CORP.
STATEMENTS OF CASH FLOWS
(Unaudited)

 
 
   
Nine Months
Ended
   
Nine Months
Ended
 
   
September 30, 2017
   
September 30, 2016
 
Operating activities:
           
Net loss
 
$
(53,848
)
 
$
(58,707
)
Adjustment to reconcile net loss to net cash provided by operations:
 
             
Changes in assets and liabilities:
               
Accounts Receivable
 
 
2,390
   
 
1,060
 
Accounts Payable
   
(1,821
)
   
5,820
 
Interest Payable
   
12,797
     
(2,600
)
Net cash used in operating activities
   
(40,482
)
   
(54,427
)
                 
Financing activities:
               
Note Payable - Rheingrover
   
40,000
     
55,000
 
Net cash provided by financing activities
   
40,000
     
55,000
 
                 
Net increase/(decrease) in cash
   
(482
)
   
573
 
                 
Cash, beginning of period
   
4,037
     
12,609
 
                 
Cash, end of period
 
$
3,555
   
$
13,183
 
                 
Supplemental disclosure of cash flow information:
               
                 
Cash paid during the period
               
Taxes
 
$
-
   
$
-
 
Interest
 
$
-
   
$
-
 

 
 
 
The accompanying notes are an integral part of these financial statements
 
5

Ticket Corp.
Notes to Financial Statements
September 30, 2017
(Unaudited)


 
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Ticket Corp. (the Company) was incorporated under the laws of the State of Nevada on January 17, 2013.  The Company was formed to become a provider of tickets in the San Francisco Bay Area and a national provider of premium seats and entrance to concerts, sporting events, theatre and entertainment, including corporate and group ticketing, special events and promotions worldwide.

The Company is in the development stage. Its activities to date have been limited to capital formation, organization, development of its business plan and limited revenue production.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The accompanying unaudited interim financial statements of Ticket Corp. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 10-K for the year ended December 31, 2016 as filed with the SEC.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

On November 1, 2014 the Board of Directors changed the year end of the Company from January 31 to December 31.

Unless the context otherwise requires, all references to “Ticket,” “we,” “us,” “our” or the “company” are to Ticket Corp.

Basic Loss per Share

ASC No. 260, “Earnings per Share”, specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock.   The Company has adopted the provisions of ASC No. 260.

Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding.  Diluted loss per share is the same as basic loss per share due to the lack of dilutive items in the Company.
 
If the company issues all shares convertible under the terms of the loans payable to Russell Rheingrover (see Related Party Transactions) the number of shares to be issued to Mr. Rheingrover would be 2,150,000.
 
Cash Equivalents

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

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In accordance with ASC No. 250 all adjustments are normal and recurring.
 
6

Ticket Corp.
Notes to Financial Statements
September 30, 2017
(Unaudited)


Income Taxes

Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes.  A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry-forwards.  Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

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

Reclassification

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.
 
NOTE 4. GOING CONCERN

The accompanying financial statements are presented on a going concern basis.  The Company had limited operations during the period from January 17, 2013 (date of inception) through September 30, 2017 and a deficit of $295,273, or $0.006 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 $3,555, 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
 
7

Ticket Corp.
Notes to Financial Statements
September 30, 2017
(Unaudited)

 
 
limited operations scenario.  Though revenues have decreased during the nine months ended September 30, 2017 compared to the same period ended September 30, 2016, 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.

These statements do not include any adjustments relating to the recoverability of assets and classification of liabilities, or any other adjustments that might be result of the outcome of this uncertainty.

NOTE 5. RELATED PARTY TRANSACTIONS

The sole officer and two directors of the Company may, in the future, become involved in other business opportunities as they become available, they may face a conflict in selecting between the Company and their other business opportunities.  The Company has not formulated a policy for the resolution of such conflicts.

As of September 30, 2017, $209,167 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 $24,067.

$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 8, 2017, the terms of the Note were extended to September 7, 2018.  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. On April 30, 2017, the terms of the Note were extended to April 30, 2018.  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.
8

Ticket Corp.
Notes to Financial Statements
September 30, 2017
(Unaudited)

 
 
$30,000 of the funds are the result of a 10% Convertible Note issued on January 6, 2017.  Under the terms of the note the principal sum and interest is to be repaid to Mr. Rheingrover by January 6, 2018 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.
 
$10,000 of the funds are the result of a 10% Convertible Note issued on July 3, 2017.  Under the terms of the note the principal sum and interest is to be repaid to Mr. Rheingrover by July 2, 2018 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.
 
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 $6,028 due to Jiffy Tickets as of September 30, 2017.

NOTE 6. STOCK TRANSACTIONS

On January 31, 2013, the Company issued a total of 33,000,000 shares of common stock to its sole officer Russell Rheingrover for cash in the amount of $0.001 per share for a total of $33,000.

The company’s Registration Statement on Form S-1 was declared effective on July 25, 2014.  In October 2014 the company sold 15,000,000 shares of common stock to 50 independent shareholders at a price of $0.033 per share for total proceeds of $49,500, pursuant to the Registration Statement.

As of September 30, 2017, the Company had 48,000,000 shares of common stock issued and outstanding.

NOTE 7. STOCKHOLDERS’ EQUITY

The stockholders’ equity section of the Company contains the following classes of capital stock as of September 30, 2017:

Common stock, $ 0.001 par value: 100,000,000 shares authorized; 48,000,000 shares issued and outstanding.

NOTE 8. SUBSEQUENT EVENTS

The Company evaluated all other events or transactions that occurred after September 30, 2017 up through date the Company issued these financial statements and found no subsequent event that needed to be reported.
 

9

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
 
This report may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act, and we intend that such forward-looking statements be subject to the safe harbors created thereby. These forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Any such forward-looking statements would be contained principally in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors.” Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities and the effects of regulation. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “hopes,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions.
 
This report may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act, and we intend that such forward-looking statements be subject to the safe harbors created thereby. These forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Any such forward-looking statements would be contained principally in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors.” Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities and the effects of regulation. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “hopes,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions.
 
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We discuss many of these risks in greater detail in “Risk Factors.” Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this report. You should read this report and the documents that we reference in this report and have filed as exhibits to the report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
 
Additional information concerning these and other risks and uncertainties is contained in our filings with the Securities and Exchange Commission, including the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016.
 
10

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

Three Months Ended September 30, 2017 and 2016

We generated $169 and $27,503 in revenues for the three months ending September 30, 2017 and 2016, respectively.  Our cost of goods sold was $150 and $18,317 for the three months ending September 30, 2017 and 2016, respectively, resulting in a gross profit of $18 and $9,186 for the three months ending September 30, 2017 and 2016, respectively.    The difference in revenue was due to the demand for tickets of the available shows and sporting events in the Bay area.  We incurred operating expenses of $5,869 and $18,886 for the three months ended September 30, 2017 and 2016, 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.  We recorded interest expense of $4,266 and $0 for the three months ended September 30, 2017 and 2016, respectively, and for the three months ended September 30, 2016 had a gain on cancellation of debt of $3,800, resulting in net losses of $10,116 and $5,900.

Nine Months Ended September 30, 2017 and 2016

We generated $11,855 and $72,493 in revenues for the nine months ending September 30, 2017 and 2016, respectively.  Our cost of goods sold was $9,698 and $52,184 for the nine months ending September 30, 2017 and 2016, respectively, resulting in a gross profit of $2,157 and $20,309 for the nine months ending September 30, 2017 and 2016, respectively.    The difference in revenue was due to the demand for tickets of the available shows and sporting events in the Bay area.  We incurred operating expenses of $43,208 and $81,615 for the nine months ended September 30, 2017 and 2016, 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.  We recorded interest expense of $12,797and $1,200 for the nine months ended September 30, 2017 and 2016, respectively, and for the three months ended September 30, 2016 had a gain on cancellation of debt of $3,800, resulting in net losses of $53,848 and $58,707.
 
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, we sold 15,000,000 shares of common stock to 50 independent shareholders at a price of $0.033 per share for total proceeds of $49,500, pursuant to the Registration Statement.

As of September 30, 2017, $209,167 is owed to Russell Rheingrover, CEO.  The following is a breakdown of the funds he has provided to our company:

a.
$100 of the funds were loaned by him to our company to open the bank account and is non-interest bearing with no specific repayment terms.
b.
$24,067 of the funds are interest payable to him with no specific repayment terms.
c.
$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 8, 2017, the terms of the Note were extended to September 7, 2018.  The conversion price was considered by management to be a fair price.
 
11

 
 
d.
$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.
e.
$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.
f.
$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.
g.
$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.
h.
$30,000 of the funds are the result of a 10% Convertible Note issued on January 6, 2017.  Under the terms of the note the principal sum and interest is to be repaid to Mr. Rheingrover by January 6, 2018 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.
i.
$10,000 of the funds are the result of a 10% Convertible Note issued on July 3, 2017.  Under the terms of the note the principal sum and interest is to be repaid to Mr. Rheingrover by July 2, 2018 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 September 30, 2017, our company had no accounts receivable and $7,162 in accounts payable.

The following table provides selected financial data about our company for the period ended September 30, 2017.  For detailed financial information, see the financial statements included in this report.

Balance Sheet Data:
 
9/30/2017
 
       
Cash
 
$
3,555
 
Total assets
 
$
3,555
 
Total liabilities
 
$
216,329
 
Stockholder’s equity
 
$
(212,773
)

We are actively working to advance our business plan. We have generated $384,471 in revenue since inception (January 17, 2013) through September 30, 2017.

We are an active development stage business.  In order to implement our business plan, we have completed the following steps to date:
 
1.
Purchased our domain name www.Ticketcorp.com (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.
 
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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

First Quarter Q1 2017
 
Completed rollout the mobile live event application Shindig. 
 
Released the application on the Apple Store and Android Store and Google Play allowing for distribution to the broad consumer audience. This is a major milestone for the Company. 
 
Marketing – Implemented a social media marketing program on the launch and announcement of Shindig. via Instagram.   
 
Technology -  Began Software Development of the next release of Shindig mobile app version 2.0. Continued to adapt the application to work with multiple shopping carts allowing for multiple vendors and suppliers. Continued to build reporting and uploading capabilities for partners to load merchandise to site. 
 
Business Development - Executed key partnerships with major authorized licensed merchandise providers including Liquid Blue, Rockabilia, Get Down Art and Control Industries resulting in the Ticket Corp mobile app Shindig now having over 10,000 pieces of licensed merchandise available for sale and delivery.
 
Second Quarter Q2 2017
 
Signed on a tour/artist that will be using Shindig for purchasing and delivery.
 
Executed an exclusive partnership with a major live music act to provide custom ticket and merchandise packages in conjunction with the artists. 
 

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Third Quarter Q3 2017

Attended first live event with Ticket Corp live event partner the Damian Marley tour with successful merchandise sales from the Shindig app with both at home delivery and at event pick up of purchased merchandise.

Developed the live event community through news, blogs giveaways and promotion with targeted advertising.

-
Shindig app development accomplishments
-
Updated and enhanced admin functionality
-
Simplified Category assignment and modification processes
-
API2Cart implementation for vendor inventory management
-
Enhanced reporting functionality
-
Designed new geolocation functionality
-
shows events by distance AND popularity.  As popularity is based on ticket sales data the new feed updates with daily ticket sales trends (on a weekly rolling window)
-
to roll out Q4 2017.

Proposed Objectives for Fourth Quarter Q4 2017

Begin Beta testing of version 2.0 with plans to launch in Q4. Including new abilities such as direct messaging and chat functionality.

Execute on pilot program focused on our ability to deliver merchandise to the customer directly at event. 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.

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.

Continue signing additional acts/teams to use Shindig as a purchasing and delivery system.

No assurances can be provided that we will achieve our objectives for this quarter.
 
First Quarter Q1 2018
 
Assemble partners to be able to offer full line of support for merchandising from artwork to in event distribution for smaller/up and coming acts/teams

Begin testing Shindig for added functionality for Q1 release.

Sign additional partners for app distribution.

No assurances can be provided that we will achieve our objectives for this quarter.
 
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.
 
14

 
 
There is no guarantee that we will be able to obtain a substantial market share in this industry.

Public Market for Common Stock 
 
There is presently no public market for our common stock.  In 2016 and into this quarter, through a market maker, we initiated an application to FINRA for trading of our common stock on the OTC Markets.  Our market maker recently abandoned the application and we must contact another authorized market maker to continue the sponsorship of our securities on the OTC Markets. Only authorized market makers can apply to quote securities on the OTC Markets. There is no guarantee, however, that our stock will become quoted on the OTC Markets. If our common stock becomes quoted on the OTC Markets and a market for the stock develops, the actual price of stock will be determined by prevailing market prices at the time of sale. We can provide no assurance that our shares will be traded on the OTC Markets, or if traded, that a public market will materialize.
 
Liquidity and Capital Resources

Our assets at September 30, 2017 were $3,555 in cash in the bank.  Management estimates our current monthly “burn rate” to be $7,000 and estimate our current cash will last through November  2017, if no additional revenues are realized.
 
Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
 
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
As a smaller reporting company we are not required to provide the information required by this Item.
 
ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2017.

Based on our evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the evaluation date due to the factors stated below.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of evaluation date and identified the following material weaknesses:
 
15

Insufficient Resources: We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.
 
Inadequate Segregation of Duties: We have an inadequate number of personnel to properly implement control procedures.
 
Lack of Audit Committee & Outside Directors on the Company’s Board of Directors: We do not have a functioning audit committee or outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.
 
Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing outside directors and audit committee members in the future.
 
Management, including our president, has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.
 
Changes in Internal Controls over Financial Reporting

As of the end of the period covered by this report, there have been no changes in the internal controls over financial reporting during the quarter ended September 30, 2017, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date of management’s last evaluation.
 

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PART II
OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
 
Our Company is not involved in any material litigation and we are unaware of any threatened material litigation. However, the technology industry has been characterized by extensive litigation regarding trademarks, patents and other intellectual property rights. In addition, from time to time, we may become involved in litigation relating to claims arising from the ordinary course of our business.
 
ITEM 1A. RISK FACTORS
 
Not required under Regulation S-K for “smaller reporting companies.”

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
 
There were no defaults upon senior securities during the period ended September 30, 2017.
 
ITEM 4. MINE SAFETY DISCLOSURES
 
Not applicable.
 
ITEM 5. OTHER INFORMATION
 
None.
 
ITEM 6.  EXHIBITS
 
The following exhibits are included with this quarterly filing.  Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our Registration Statement on Form S-1, filed under SEC File Number 000-55547, at the SEC website at www.sec.gov:

Exhibit No.
 
Description
     
3.1
 
Articles of Incorporation*
3.2
 
Bylaws*
31.1
 
Sec. 302 Certification of Principal Executive Officer**
31.2
 
Sec. 302 Certification of Principal Financial Officer**
32.1
 
Sec. 906 Certification of Principal Executive Officer**
32.2
 
Sec. 906 Certification of Principal Financial Officer**
101
 
Interactive data files pursuant to Rule 405 of Regulation S-T**
 
*
 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

**
Filed herein.
 
17

 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 13th day of November, 2017.

 
Ticket Corp., Registrant
   
   
 
By: /s/ Russell Rheingrover
 
 
Russell Rheingrover, CEO
 
Principal Executive Officer
   
   
   
 
By: /s/ Kristi Ann Nelson
 
 
Kristi Ann Nelson
 
CFO, Principal Financial Officer and Principal Accounting Officer
 
 
 
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