Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(D) Of The Securities Exchange
Act Of 1934
For the quarterly period ended September 30, 2013
[ ] Transition Report Under Section 13 or 15(D) Of The Securities Exchange
Act Of 1934
For the transition period from __________ to __________
COMMISSION FILE NUMBER 333-187049
TICKET TO SEE, INC.
(Exact name of registrant as specified in its charter)
NEVADA 32-0379665
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2620 Regatta Drive, Suite 102
Las Vegas, NV 89128
(Address of principal executive offices, including zip code)
1-888-970-9463
(Issuer's 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 past 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 (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [ ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
the definitions of "large accelerated filer," "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 5,500,000 shares of common stock as
of November 12, 2013.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The following consolidated interim unaudited financial statements of Ticket To
See, Inc. (the "Company") for the three month period ended September 30, 2013
are included with this Quarterly Report on Form 10-Q:
(a) Consolidated Balance Sheets as at September 30, 2013 and December 31,
2012.
(b) Consolidated Statement of Operations and Comprehensive Loss for (i)
the three months ended September 30, 2013 and 2012, nine months ended
September 30, 2013 and (ii) the cumulative period from inception (June
6, 20012) to September 30, 2013.
(c) Consolidated Statements of Cash Flows for (i) the nine months ended
September 30, 2013, and (ii) the cumulative period from inception
(June 6, 2009) to September 30, 2013.
(d) Condensed Notes to Financial Statements.
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TICKET TO SEE INC.
(A Development Stage Company)
Balance Sheet
(Unaudited)
September 30, December 31,
2013 2012
-------- --------
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $ 12,483 $ 22,052
-------- --------
TOTAL CURRENT ASSETS $ 12,483 $ 22,052
======== ========
LIABILITIES AND STOCKHOLDERS DEFICIENCY
Current Liabilities
Note payable - Related party $ 1,099 $ 1,099
Accrued liability 3,284 4,000
-------- --------
Total current liabilities 4,383 5,099
-------- --------
SHAREHOLDERS' EQUITY
Common Stock - $0.001 par value; 75,000,000 shares authorized; 5,500 5,500
5,500,000 shares issued and outstanding at
September 30, 2013 and December 31, 2012
Additional paid-in-capital 16,500 16,500
Deficit accumulated during development stage (13,900) (5,047)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 8,100 16,953
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 12,483 $ 22,052
======== ========
See accompanying notes to financial statements
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TICKET TO SEE INC.
(A Development Stage Company)
Statement of Operations
(Unaudited)
Three months Three months Nine months Inception
ended ended ended (June 6, 2012) to
September 30, September 30, September 30, September 30,
2013 2012 2013 2013
---------- ---------- ---------- ----------
REVENUES $ -- $ -- $ -- $ --
OPERATING EXPENSES
General & administrative expenses 98 24 685 1,732
Professional Fees 2,250 -- 8,169 12,169
---------- ---------- ---------- ----------
TOTAL OPERATING EXPENSES 2,348 24 8,853 13,900
(LOSS) BEFORE INCOME TAX EXPENSE (2,348) (24) (8,853) (13,900)
---------- ---------- ---------- ----------
Income tax expense -- -- -- --
---------- ---------- ---------- ----------
Net (loss) $ (2,348) $ (24) $ (8,853) $ (13,900)
========== ========== ========== ==========
Basic and diluted net loss per share $ (0.00) $ -- $ (0.00)
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 5,500,000 -- 5,500,000
See accompanying notes to financial statements
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TICKET TO SEE INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
Nine months Inception
ended (June 6, 2012) to
September 30, September 30,
2013 2013
-------- --------
Cash Flows from Operatiing Activities:
Net (Loss) $ (8,853) $(13,900)
Adjustments to reconcile net loss to net
cash used in operating activities
Changes in operating assets and liabilities
Increase (decrease) in accrued liabilities (716) 3,284
-------- --------
NET CASH USED IN OPERATING ACTIVITIES (9,569) (10,616)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock -- 22,000
Proceeds of loan from related party -- 1,099
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES -- 23,099
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (9,569) 12,483
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 22,052 --
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 12,483 $ 12,483
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ -- $ --
======== ========
Income Taxes $ -- $ --
======== ========
See accompanying notes to financial statements
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TICKET TO SEE INC.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 2013
(unaudited)
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Ticket To See Inc.
(the "Company"), have been prepared in accordance with accounting principles
generally accepted in the United States of America and Article 10 of Regulation
S-X of the Securities and Exchange Commission ("SEC"). Accordingly, they do not
contain all information and footnotes required by accounting principles
generally accepted in the United States of America for annual financial
statements. These statements should be read in conjunction with the audited
financial statements and notes thereto contained in the Company's Registration
Statement on Form S-1 filed with 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 or any other period. Notes to the financial statements which would
substantially duplicate the disclosure contained in the audited financial
statements for December 31, 2012 as reported in the Registration Statement have
been omitted.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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.
NOTE 2. BUSINESS
Ticket To See Inc. ("the Company") was incorporated under the laws of the State
of Nevada on June 6, 2012. The Company is in the development stage and it
intends to be an online ticket broker.
The Company has not generated any revenue to date and consequently its
operations are subject to all risks inherent in the establishment of a new
business enterprise. For the period from inception, June 6, 2012 through
September 30, 2013 the Company has accumulated losses of $13,900.
NOTE 3. GOING CONCERN
The Company's financial statements are prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of obligations in
the normal course of business. However, the Company has not generated any
revenue to date, has losses and an accumulated deficit. The Company does not
currently have any revenue generating operations. These conditions, among
others, raise substantial doubt about the ability of the Company to continue as
a going concern.
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TICKET TO SEE INC.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 2013
(unaudited)
In view of these matters, continuation as a going concern is dependent upon
continued operations of the Company, which in turn is dependent upon the
Company's ability to, meets its financial requirements, raise additional
capital, and the success of its future operations. The financial statements do
not include any adjustments to the amount and classification of assets and
liabilities that may be necessary should the Company not continue as a going
concern.
Management plans to fund operations of the Company through the proceeds of their
recent offering or private placements of restricted securities or the issuance
of stock in lieu of cash for payment of services until such a time as profitable
operations are achieved. There are no written agreements in place for such
funding or issuance of securities and there can be no assurance that such will
be available in the future. Management believes that this plan provides an
opportunity for the Company to continue as a going concern.
NOTE 4. NOTE PAYABLE - RELATED PARTY
Mr. Aidan Buckley, our Director and President, paid $1,099 in incorporation and
start-up costs for the Company which is being carried as a loan payable. The
loan is non-interest bearing, unsecured and due upon demand.
NOTE 5 - INCOME TAXES
As of September 30, 2013, the Company had approximately $13,900 of net operating
loss carryforwards ("NOL") for income tax purposes. The NOLs begin to expire in
the year 2032. The use of operating loss carryforwards are subject to
limitations imposed by the Internal Revenue Code. Management believes that the
deferred tax assets as of September 30, 2013 resulting from the NOL's do not
satisfy the realization criteria and has recorded a full valuation allowance for
the entire deferred tax asset. By recording a valuation allowance for the entire
amount of future tax benefits, the Company has not recognized a deferred tax
benefit for income taxes in its statements of operations.
NOTE 6. SUBSEQUENT EVENTS
The Company has evaluated events subsequent to September 30, 2013 to assess the
need for potential recognition or disclosure in this report. Such events were
evaluated through the date these financial statements were available to be
issued. Based upon this evaluation, it was determined that no subsequent events
occurred that require recognition or disclosure in the financial statements.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THE FOLLOWING DISCUSSION OF THE RESULTS OF OUR OPERATIONS AND FINANCIAL
CONDITION SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE
NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This section of this report includes a number of forward-looking statements that
reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of our report. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results and predictions. We are a development stage company and
have not yet generated or realized any revenues.
BUSINESS OVERVIEW
Ticket To See Inc. was incorporated in the State of Nevada on June 6, 2012. We
are a development stage company with a mission to make the buying and selling of
advance event tickets easier, more accessible, and cost-effective for clients
(venues / artists / promoters) and consumers. We plan to accomplish our mission
by providing an online, print-your-own ticketing platform for ticketed events of
all kinds, including special events, attractions, and shows / exhibits.
Management believes that when consumers utilize our system they will have the
ability to easily, reliably, and cost-effectively purchase and print their own
tickets using any Internet-connected computer. Tickets will be printed instantly
on their home or office printer. When ticket holders arrive at the venue, the
unique barcode on the ticket is verified with a scanner. Our business plan is
based in part on our ability to negotiate agreements with promoters of special
events, attractions, and shows / exhibits. We currently have no agreements and
do not anticipate entering into any such agreements until we complete our
current offering. We intend to use the net proceeds from the offering to develop
our business operations. (See "Business of the Company" and "Use of Proceeds".)
We are a development stage company with no revenues or operating history. Our
address is 2620 Regatta Drive, Suite 102, Las Vegas, NV 89128. The telephone
number is 888-970-9463. While our address is in Nevada, our sole officer and
director currently operates our business from Ireland without an office and
through the use of phone and email.
We received our initial funding of $22,000 through the sale of common stock to
Aidan Buckley, an officer and director who purchased 5,500,000 shares of our
common stock at $0.004 per share on October 5, 2012. Our financial statements
from inception (June 6, 2012) through September 30, 2013 report no revenues and
a net loss of $13,900.
Management estimates our cash balance of $12,483 will allow the company to
operate for another 8 months at the current burn rate of $1,500 per month. Our
plan of operation will be funded by the $20,000 raised through our current
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offering, if we are successful in completing the offering. Our independent
auditor has issued an audit opinion for Ticket To See which includes a statement
expressing substantial doubt as to our ability to continue as a going concern.
There is no current public market for our securities. As our stock is not
publicly traded, investors should be aware they probably will be unable to sell
their shares and their investment in our securities is not liquid.
RESULTS OF OPERATIONS
The following summary of our results of operations should be read in conjunction
with our financial statements included herein. Our operating results for the
three months ended September 30, 2013 and 2012 are summarized as follows:
Three Months Ended
September 30,
2013 2012
-------- --------
Revenue $ -- $ --
Operating Expenses 2,348 24
-------- --------
Net Loss $ 2,348 $ 24
======== ========
REVENUES
We have not earned any revenues to date. We are presently in the development
stage of our business and we can provide no assurance that we begin earning
revenues.
EXPENSES
Our expenses for the three months ended September 30, 2013 and 2012 are outlined
in the table below:
Three Months Ended
September 30,
2013 2012
-------- --------
Professional Fees $ 2,250 $ --
General & Administrative 98 24
-------- --------
TOTAL EXPENSES $ 2,348 $ 24
======== ========
Our expenses for the nine months ended September 30, 2013 are outlined in the
table below:
9
Nine Months Ended
September 30,
2013
--------
Professional Fees $ 8,169
General & Administrative 685
--------
TOTAL EXPENSES $ 8,853
========
PROFESSIONAL FEES
Professional fees include our accounting and auditing expenses incurred in
connection with the preparation of our financial statements and professional
fees that we pay to our legal counsel. The increase in our professional fees is
associated with our developmental business activity.
We incurred operating losses in the amount of $13,900 from inception on June 6,
2012 through the period ended September 30, 2013. These operating expenses were
composed of professional fees and general and administrative expenses.
GOING CONCERN
We have not attained profitable operations and are dependent upon obtaining
financing to pursue any extensive development activities. For these reasons our
auditors stated in their report on our audited financial statements that they
have substantial doubt we will be able to continue as a going concern.
FINANCINGS AND SHARE ISSUANCE
Our operations to date have been funded by equity investment. All of our equity
funding has come from sales of shares to our officer and director.
OFF-BALANCE SHEET ARRANGEMENTS
We have no significant 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
stockholders.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
N/A
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
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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, 2013.
Based on that evaluation, management concluded, as of the end of the period
covered by this report, that our disclosure controls and procedures were
effective in recording, processing, summarizing, and reporting information
required to be disclosed, within the time periods specified in the Securities
and Exchange Commission's rules and forms.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
As of the end of the period covered by this report, there have been no changes
in the internal controls over financial reporting during the quarter ended
September 30, 2013, 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
None.
ITEM 1(A) RISK FACTORS
There have been no changes to our risk factors from those disclosed in our
Registration Statement on Form S-1.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
We did not issue any securities without registration pursuant to the Securities
Act of 1933 during the three months ended September 30, 2013.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
N/A
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
Exhibit
Number Description of Exhibit
------ ----------------------
31 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
32 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
101 Interactive data files pursuant to Rule 405 of Regulation S-T
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TICKET TO SEE, INC.
By: /s/ Aidan Buckley
---------------------------------
Aidan Buckley, President,
Chief Executive Officer and
Chief Financial Officer Director
Date: November 12, 2013
1
