Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 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 of (I.R.S. Employer
incorporation or organization) Identification No.)
2620 Regatta Drive, Suite 102
Las Vegas, NV 89128
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 1-888-970-9463
Securities registered under Section 12(b) of the Act:
None N/A
Title of each class Name of each exchange on which registered
Securities registered under Section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
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 [X]
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 [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
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):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
As of March 19, 2014, the registrant had 7,500,000 shares of common stock issued
and outstanding. No market value has been computed based upon the fact that no
active trading market had been established as of March 19, 2014.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b) or
(c) of the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980). NOT APPLICABLE
PART I
FORWARD LOOKING STATEMENTS.
This annual report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These statements relate to future
events or our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may", "should", "expects",
"plans", "anticipates", "believes", "estimates", "predicts", "potential" or
"continue" or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
"Risk Factors" and the risks set out below, any of which may cause our or our
industry's actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.
Forward looking statements are made based on management's beliefs, estimates and
opinions on the date the statements are made and we undertake no obligation to
update forward-looking statements if these beliefs, estimates and opinions or
other circumstances should change. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements. Except as
required by applicable law, including the securities laws of the United States,
we do not intend to update any of the forward-looking statements to conform
these statements to actual results.
Our financial statements are stated in United States dollars (US$) and are
prepared in accordance with United States Generally Accepted Accounting
Principles.
In this annual report, unless otherwise specified, all dollar amounts are
expressed in United States dollars and all references to "common stock" refer to
the common shares in our capital stock.
As used in this annual report, the terms "we", "us", "our", "TTS" and "Ticket to
See" mean Ticket To See, Inc., unless the context clearly requires otherwise.
ITEM 1. BUSINESS
GENERAL
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. We
are a development stage company with no revenues and limited 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. During rhe year ended
December 31, 2013 we issued 2,000,000 shares of common stock to 27 independent
investors pursuant to a Registration Statement on Form S-1 for proceeds of
$20,000. Our financial statements from inception (June 6, 2012) through the year
ended December 31, 2013 report no revenues and a net loss of $30,674. Management
estimates our cash balance will allow the company to operate for another 10
2
months at the current burn rate of $1,500 per month. Our plan of operation as
outlined later in this annual report will be funded by the $20,000 raised
through our recent 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.
At the present time, we are classified as a "shell company" under Rule 405 of
the Securities Act Rule 12b-2 of the Exchange Act. As such, all restricted
securities presently held by the affiliates of our company may not be resold in
reliance on Rule 144 until: (1) we file Form 10 information with the SEC when we
cease to be a "shell company"; (2) we have filed all reports as required by
Section 13 and 15(d) of the Securities Act for twelve consecutive months; and
(3) one year has elapsed from the time we file the current Form 10 type
information with the SEC reflecting our status as an entity that is not a shell
company.
Our auditors have issued a going concern opinion because of the Company's
recurring losses, negative working capital, stockholder's deficit and the
absence of revenue-generating operations. This means that there is substantial
doubt that we can continue as an ongoing business for the next twelve months. As
such we may have to cease operations and investors could lose their entire
investment.
OUR CURRENT BUSINESS
EXECUTIVE SUMMARY
Ticket To See Inc. ("TICKET TO SEE" or the "COMPANY") is 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. Ticket To See was incorporated in Nevada on June 6,
2012. At that time Aidan Buckley 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 $22,000 through the sale
of common stock to Aidan Buckley who purchased 5,500,000 shares of our Common
Stock at $0.004 per share on October 5, 2012.
PRINCIPAL PRODUCTS OR SERVICES AND THEIR MARKETS
Ticket To See is in its development stage. The following discussion should be
read with the knowledge that our services are anticipatory and there is no
guarantee that our plans will ever come to fruition.
Ticket To See plans to accomplish its mission by providing an online,
print-your-own ticketing platform for ticketed events of all kinds, including
special events, attractions, and shows / exhibits. Consumers 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. Additional details of
the Ticket To See solution are given in "The Ticket To See System").
The following chart represents what Management believes to be the anticipated
advantages of our planned system both as a stand-alone and in competition with
other software offering of our competitors:
Anticipated Advantages of Ticket To See Online Ticketing Platform
Buyers Sellers
------ -------
* Convenience-time, avoid box * Opportunity to increase
office lineup. attendance and sales.
* Access to discounts and * Increased revenue from cross
special promotions marketing and advertising.
* Entertainment * Lower costs.
* Efficient marketing and
distribution costs.
* Ability to maximize prices.
* Access to customer data.
3
As is the industry standard, Ticket To See will earn revenues from "convenience
charges". Whereas the "traditional" online services (i.e. ticketmaster,
tickets.com, ticketweb.com, etc.) offer a full suite of integrated box office
services and have significant up front implementation costs and charge high fees
to consumers, Ticket To See will focus on providing simple online ticket sales
service that have little if any implementation costs associated with them, are
very easy to use, and have a low fee structure stemming from its fully
automated, online structure, meaning the backend system structure will be fully
automated allowing users can find events, select tickets, pay for tickets and
print in one sitting with no waiting.
Traditional on line services charge anywhere from 20-40% for what is called
"order processing fees" and if you do not wish to have your tickets expedited to
you, you are charged a printing fee, or "convenience charge." Tickets To See
plans to develop an automated ticket selecting system and print-your-own
ticketing platform which will be fees from 2-10% eliminating the large fees the
traditional services impose.
The principal competitive advantages of Ticket To See and its value proposition
relates to ease of implementation and use as well as cost-effectiveness.
Management believes that these set of features, taken together, will appeal to a
broad range and number of potential clients that: (1) do not currently have an
online ticketing ability (i.e. due to cost or unavailability), (2) find that
they do not require a full feature set, or (3) are now paying higher fees than
they would like.
After investigating the market, primarily via phone calls and networking with
private individuals in the industry and online research (http://www.prweb.com/
releases/2012/1/prweb9148632.htm), management has concluded that: (1) ecommerce
continues to gain ground in the marketplace and its share of total retail sales
continues to increase, (2) online ticketing also continues to gain ground and is
now a multi-billion dollar business, (3) dissatisfaction with the high fees of
established providers, and (4) the growing online market, combined with
non-traditional customer service, constantly changing demographically selected
audiences creates opportunities for those that focus on offering highly targeted
products and services, matching buyers and sellers instantly and efficiently -
and creating more value to consumers. Ticket To See has designed its service
offering with these factors in mind - a focus on value in an underserved,
overpriced market. Management beliefs about the online ticketing market are
based on a limited amount of industry research and if such beliefs prove to be
untrue, the company may not be in a position to capture the market opportunity
or implement the business plan as contemplated.
In the beginning, because we are in development stage, we believe we will be
able to operate with an advantage over our competition because we will be
operating on a much smaller scale than our competitors we plan to work more
closely with our clients and respond to user needs much faster, more efficiently
and with better care than our much larger competitors. As we grow we plan to
keep this same approach, however there is no guarantee we will be successful in
doing so.
After funding, Ticket To See plans to implement a range of marketing programs to
reach both targeted clients and consumers, including:
* Website development.
* Developing lists of potential clients, critical marketing materials,
and direct marketing strategies.
* Development of search strategies.
* Forming relationships with ticket brokers.
* Pursuing co-marketing arrangements, cross linking programs, test
marketing of affiliate programs, and exploring placing the site on
online shopping directories.
* Pursuing public relations activities.
As the Ticket To See site becomes established, additional revenue streams may be
created in addition to convenience fees, including advertising, fees for premium
placement, and commissions from related / ancillary products and services
provided by others.
Management will commence development work on the website, marketing activities,
and other business operations as financing becomes available, expected to be in
mid to late 2013.
4
Since the inception of the Ticket To See, Management has worked toward the
creation and implementation of its business strategy, including:
* Sourcing an appropriate company with which to operate the Ticket To
See business.
* Reserving the domain name www.Ticket To See.com.
* Held discussions with one or more proven website development firms.
* Conducted extensive research into the business of Ticket To See and
written the Ticket To See business plan.
* Developed a company logo and promotional products.
Ticket To See will commence operations in a phased manner, including:
PHASE I. Design and construction of the website, establishing merchant
relationships with Paypal and credit card companies, along with developing lists
of potential customers, and detailing specific marketing tools and plans. The
budget for phase one is estimated at $5,000 - $10,000.
PHASE II. Devoted to instituting an aggressive marketing effort, as described.
Ticket To See President, Aidan Buckley, will spearhead this effort. Expenses
related to phase two are estimated at $5,000 - $10,000.
PHASE III. Dependent on the success of phase II (i.e. revenue being produced),
this may involve hiring one or more additional staff to handle increased
demands, site monitoring, data entry, and customer support. Depending on
availability of funds and the opportunities perceived as being available to
Ticket To See, the Company may hire additional marketing personnel to access
additional sales and distribution channels.
Management believes that market dynamics are highly favorable for the success of
the Ticket To See concept.
The plan to find venues / artists / promoters is by networking with
professionals in the industry, online and verbal word of mouth, and marketing.
Critical marketing materials will be designed by a professional specialist for
online based marketing. These materials will range from, social media, SEO
searches, online banner ads, advertisements on search engines and various music,
sporting, concert websites that allow advertising. Direct marketing strategies
will be selected on per campaign geared toward specific age groups, sex,
interests of the audience.
Mr. Buckley does not have any direct contacts with clients but it is
management's belief that he is capable of networking and developing new
relationships as needed. Mr. Buckley believe his education in advance computer
related training and work experience in supervising and managerial positions as
well as his current role since 2009 at Foodequip Technology as Operational
Marketing Manager will be an asset to his marketing efforts for Tickets to See.
DISTRIBUTION METHODS OF THE PRODUCTS OR SERVICES
The process for clients and consumers will be simple.
1. Clients will have a website for their venue or upcoming event (Ticket
To See can arrange for this if required).
2. Ticket To See obtains a profile of the event(s), tour, venue or team
and have live access to the client box office database.
3. A link ("ticket info" or "ticketing" or "buy tickets" button) will be
placed on the client website.
4. Consumers logging on to the website will be redirected to the Ticket
To See website containing ticketing information specific to the event
(i.e. "buy tickets" button).
5. The purchase will be completed using credit or debit card, or other
services such as Paypal. Any special promotional codes can be entered
for discounts. Various demographic information may be gathered at this
time and entered into a database system for later use in any number of
marketing campaigns (i.e. an opt in email program could be instituted
- notify me of upcoming events and special offers, etc.).
6. The client database will be updated and net funds remitted to the
client account.
5
7. Consumers will be emailed a confirmation email and shortly thereafter
the bar coded ticket, which can then be printed at home or office and
simply bring them to the event.
Given accelerating current market trends toward increasing use of sites
dedicated to secondary tickets (re-sales), Management intends to incorporate
this added functionality into its Internet offering following the launch of the
initial website.
There is no software for clients to buy and install, no special hardware
required and no updates to worry about. Every client will require either a long
term, short term or one time based agreement. We will have a specifically
created and negotiated agreement for each client. From the time Ticket To See
enters into an agreement with a client until the time the system is fully
functional and capable of selling tickets we will advise clients that until our
system is operational we won't be able to proceed with the contract and payments
for service will not be required until this day.
The venue will be able to manage the availability of individual seats and
therefore remain in full control of their inventory at all times. Venues will be
able to create seating plans and sell individual seats to customers based on a
best-seat algorithm.
Clients will be able to change online allocations at will, adding or removing
events or performances or tickets to or from sale. In addition, pricing can be
changed for events over time too, allowing customers to manage demand in a price
sensitive environment.
Ticket To See clients will have the capability to create reports based on
information provided by the online system. Specific information desired by
clients may be incorporated into any particular event or venue website.
Customers can be shown a dynamic image of the seating area showing them where
their allocated seats are located, and will have an easy, reliable, lowest cost
purchasing experience and will be in the hands of the purchaser instantly;
reducing ticket lines and staffing needs as visitors arrive with their secure,
bar-coded tickets for quick scanning and easy entry.
Should customers wish to transfer their tickets, they will be able to do so
online.
It is envisioned that Ticket To See may also offer a PRIVATE LABEL system,
operated by the venue / promoter. This will be delivered via an ASP MODEL,
allowing venues or event promoters of any size to log in over the Internet and,
using just a web browser, perform the full range of box-office operations - put
events on sale, track progress and generate reports.
In order to implement our system initially we will need to establish the website
by finding a suitable web master for back end development and design, set up
merchant accounts at visa, paypal, ebay, master card and other available online
merchants, purchase or lease barcode label printing software such as TFORMer
Designer.
FOR THE CLIENT.
* No additional technical skills necessary.
* Custom-branded.
* Advertising space available.
* Merchandising opportunities.
* Creates ability to sell additional tickets and reach more impulse
buyers with the convenience and security offered with the system.
* Maximize concessions planning and sales with 24X7 pre-event sales data
(particularly for clients with no system currently).
* Better security - today's paper tickets have tremendous risk of theft,
loss, counterfeiting and are simply expensive to manufacture and
distribute.
* Overcomes problems associated with patrons have also been frustrated
by an inability to purchase tickets because of busy telephones
6
* Pay less for preprinted tickets and ticket stock.
* Less staffing, minimal training, uncomplicated installation.
* Decrease ticket distribution costs (mailing, overnight, etc).
* Eliminate admission errors
* Lower event costs.
* Increases database possibilities.
* Ease of accessing reporting information.
* Full integration with industry-standard scanners, turnstiles and
access control devices.
FOR THE RETAIL CUSTOMER
* Lower costs.
* Easy and convenient to purchase - buy and print tickets
securely...anytime, anywhere...24 X 7.
* No waiting on phone lines, the mail, overnight shipping, or in
"will-call" lines at ticket windows
* Lost tickets can simply be reprinted by the purchaser (no need to deal
with box office).
* Secure, encrypted barcode
LOWER COST STRUCTURE PARAMOUNT
Ticket To See will provide a simple, easily implemented, powerful system - no
call centers, kiosks, or extensive installations of "legacy" systems. There will
be an emphasis on ease of implementation and operation, virtually no upfront
capital costs - it will be a totally online, automated system that can be
referenced, administered, and easily changed by the client - the intent is to
capture the "real" value in the ticketing transaction at the lowest possible
cost. Ticket To See believes that this will appeal to a number of prospective
clients.
PRICING
The Ticket To See website will generate fees from "convenience" service charges,
as is the industry standard. With the large national ticketing companies such as
Ticketmaster charge anywhere from 10% - 20% of the ticket price as a convenience
/ service change, Ticket To See has a measure of flexibility with respect to
pricing, and the Company will price its service fees below competitors levels.
We anticipate this to be a material portion of our revenue.
Payment will be through Paypal, major credit cards, and debit card. We currently
have no agreements in place with Paypal or major credit or debit card companies.
PRIVATE LABELED TICKETING will be priced based on the level of service required
and the volume of tickets sold.
TARGET MARKETS
Management believes there is a large number of potential customers that may
desire to use an online, print at home ticket system.
Client Types - Venues Client Types - Event Related
--------------------- ----------------------------
* Live Music Concerts, Bars, * Artists
Arenas, Amphitheaters * Promoters
* Stadiums * Sports Teams (pro / amateur /
* Theaters, Performance Halls, youth).
or Reserved Seating Events * Symphonies & ballet companies
* Amusement Parks, Waterparks, * Arts councils
Attractions or Ski Areas * Churches
* Air shows, Boat Shows, Car Shows * Radio Station
* Festivals, Fairs, Concerts,
or Special Events
* Radio Station Events
* Rodeo venues
7
POTENTIAL FOR LOW COST VALUE-ADDED SERVICES
CUSTOMER RELATIONSHIP MANAGEMENT (CRM). Ticket To See will provide data that can
be integrated into simple, standard customer relationship models to help build
the client's business from the first time a customer visits online through the
purchase process to planning and executing online marketing campaigns. These
capabilities enable clients to build cost effective relationships with customers
online. Ticket To See data can be used to develop every aspect of CRM, and to
introduce the concept in a user-friendly format for both staff and customers
alike. What is more, this tool set comes as an integral part of the system and
when using it's in built email capabilities, is practically free to operate.
PROMOTIONS. Promotional campaigns can be created in Ticket To See and used in
collaboration with marketing activities, either web-based or more traditional. A
promotional code can be defined in Ticket To See and could be published in a
newspaper or automatically contained within a URL and sent in an e-Marketing
email message to previous customers.
MERCHANDISING. Merchandise may be sold through Ticket To See. The merchandise
can be simple, such as a program for an event or complex such as an item of
clothing. The merchandise can be added into a group of "Related Items" that will
enable it to be promoted at the point of purchase when any of the other items in
the same group are added to the shopping basket.
All emails include an automatic opt-out link. If the contact originates from
Ticket To See, then this is applied automatically. If the contact came from an
external list, then the opt-out request is returned to the vendor for action.
These programs would not expensive to implement.
STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCT OR SERVICE
We currently have no active product or service publicly announced.
OVERVIEW OF THE ONLINE TICKETING INDUSTRY
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.
According to IBISWorld Market Research (http://www.prweb.com/releases/2012/1/
prweb9148632.htm), the Online Event Ticket Sales industry has reacted to the ebb
and flow of the US economy. Consumer sentiment and per capita disposable income
levels have determined consumers' ability and willingness to attend events. When
consumer confidence crashed in 2008, industry revenue declined 9.4%. Similarly,
when personal disposable incomes fell in 2009 (for the first time since 1991),
industry sales dropped 8.9%. According to IBISWorld industry analyst Nikoleta
Panteva, these substantial drops have caused industry revenue to decline at an
average annual rate of 2.5% over the five years to 2012. Nevertheless, the
number of internet transactions has underpinned online ticket sales growth over
the long term and will continue to drive the industry.
The growing popularity of the internet has boded well for the size and
profitability of the Online Event Ticket Sales industry. Over the five years to
2012, IBISWorld estimates that 22 new ticketing websites entered the market,
totaling 265 currently. While many of the existing participants are expanding
their product and service offerings and extending their reach, new entrants are
catering to niche audiences and clients. As the economy slowly rebounds and
consumers start to loosen their purse strings over the five years to 2017,
demand for event tickets purchased online will return as well. Spending power is
expected to drive industry revenue and industry players are anticipated to
increasingly add customization and personalization to their products and
services, targeting fans' specific tastes and locations. IBISWorld forecasts
that sales per website will increase as a result of these efforts.
8
COMPETITION, COMPETITIVE POSITION IN THE INDUSTRY AND METHODS OF COMPETITION
Management does not feel that there are any barriers to entry for the company
into the industry, however; the market position of more experienced companies
with greater financial resources may make it difficult for us to establish our
business within the industry.
There are now a variety of competitors emerging in the online ticketing sector.
1. Integrated, venue management software systems such as
TICKETMASTER.COM, TICKETS.COM, Arts Management Systems (artsman.com),
and Front Gate Tickets (FRONTGATESOLUTIONS.COM) (there are several
others). These can be complete Internet-based ticketing solutions
including box office / seat tracking, telephone (call center) /
Internet / kiosk ticket sales, mailing, printing, tracking of reports
of lost or stolen tickets, subscriptions, web presence, marketing,
database management, patron preference tracking, and detailed sales
and financial reporting. These systems are national in scope and
usually involve significant set up fees (i.e. up to $100,000) and can
be relatively expensive to operate, and charge very significant fees
to consumers (i.e. 20+ %).
2. There are a variety of other types of firms including:
* companies that compete directly with these integrated companies
by selling stand-alone automated ticketing systems to enable
facilities to do their own ticketing (i.e. dedicated to private
labeling - TICKETWEB.COM).
* those that choose to self-distribute with or without the
assistance of the numerous companies that support
self-distribution.
* regional and local ticketing service companies and entertainment
organizations with various ticketing distribution capabilities.
3. As an alternative to purchasing tickets through Ticketmaster, ticket
purchasers generally may purchase tickets from the facility's box
office at which an event will be held or by season, subscription or
group sales directly from the venue or promoter of the event. As noted
by Ticketmaster, "not all facilities, promoters and other potential
clients use the services of an automated ticketing company, choosing
instead to distribute their tickets through their own internal box
offices or other distribution channels."
There is increased competition to Ticketmaster and others from their
own clients and aggregations of their clients, such as major league
sports leagues, which increasingly have the capability to fulfill
ticketing distribution and management functions through their own
systems.
4. Ticket brokers and eBay. As noted earlier, there is a very large
secondary market for tickets. Ticket brokers typically purchase
tickets from season ticket holders, conventional public sales, and
from soliciting through advertising. In turn, they will resell to the
public. A simple search for "tickets" or various events and venues
will result in numerous sites for ticket brokers.
Ticket To See believes there is a market for its service, given that many
organizations want to offer on-line ticketing but in the past have not found a
service that was BOTH customer friendly (i.e. simple & effective) AND cost
efficient. Management believes that Ticket To See will provide a combination of
features and benefits that, taken together, will appeal to a variety of
organizations that:
* Are unhappy with the costs associated with an existing solution,
* Find that they do not require the full (and more costly) feature set
provided by 3rd parties, and
* Will appeal to a variety and number of organizations that do not
currently have an online ticketing system (i.e. for cost and other
reasons).
Ticket To See intends to institute a system that is the easy and simple at a
competitive price point.
9
The underlying premise of Ticket To See is that there are a variety of
opportunities in the marketplace for new entrants.
* For those that would consider substituting a fully functional, leaner
system that costs less (i.e. tired of expensive systems and wishing to
bring the solution in house to inexpensive Windows operating
environments).
* New clients that do not have systems in place now (i.e. could not
afford or need the full functionality of integrated systems but could
benefit from an online ticketing system).
SOURCES AND AVAILABILITY OF RAW MATERIALS AND THE NAMES OF PRINCIPAL SUPPLIERS
In addition to providing a technology solution to clients of all types, Ticket
To See plans to provide marketing assistance to clients to drive traffic to
their website and increase ticket sales. This will be accomplished through
implementing a range of marketing techniques, as follows:
* First and foremost, Ticket To See will develop its internet web-site
and develop extensive lists of potential clients, along with
development of email and other direct marketing campaigns to
prospective clients.
* Instituting a wide range of state of the art "SEARCH" STRATEGIES (i.e.
keyword-based advertising, now offered by many of the major search
engines and Web directories). If "paid for" internet advertising is
advisable, Ticket To See will work within the client's budget to
optimize anticipated results.
* Establishing RELATIONSHIPS WITH TICKET BROKERS - to sell tickets and
access their own distribution networks.
* Creating EMAIL LISTS AND PROMOTIONS ("permission marketing") on
consumers to promote future events and venues (i.e. collecting
demographic and other information that furthers the interests of both
the consumer - news and discounts - as well as the client - more
revenue).
* Establishing a series of BRANDED WEBSITES.
* Pursuing a range of CO-MARKETING and other arrangements with
aggregators of tickets that drive traffic in mutually beneficial ways.
* Working within client budgets, Ticket To See intends to TEST MARKET
AFFILIATE PROGRAMS (i.e. pay-for-sale or pay-per-click) with web sites
that may generate significant business.
* With our anticipated partner sites, Ticket To See intends to set up
CROSS LINKS to increase traffic and enhance search engine positioning.
We do not currently have any partner sites.
* Depending on funding and cost, Ticket To See may explore placing its'
site on one or more ONLINE SHOPPING DIRECTORIES. Most of the major
search engines and Web directories have shopping areas on their Web
sites that showcase selected merchants and that list hundreds of
merchants by product category. It has been shown that many Internet
users use one of these shopping directories when looking for online
merchants to buy from, and that it can be a good way to obtain
exposure for a particular online store.
* Pursuing a variety of PUBLIC RELATIONS activities, including media
articles.
To date, Ticket To See has reserved its domain name, which is well suited as a
part of our branding strategy. Ticket To See will closely monitor activity on
the website using a variety of techniques to improve the site.
DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS
We do not currently have any customers. However; we feel that, because of the
potential wide base of customers, there will be no problem with dependence on
one or few major customers if we are able to implement our business plan.
PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS OR
LABOR CONTRACTS
The Company presently has no patents pertaining to the Ticket To See system.
Although the Company may in the future file for patent protection on products
developed or to be developed by it, there can be no assurance that any patents
will be issued or, if issued, that such patents will provide the Company with
meaningful protection. Further, the technology used by the Company in the future
is likely to be within the state-of-the-art and may not be more advanced than
10
the technology used by or available to certain of its potential competitors. The
Company may be unable to prevent its competitors and others from incorporating
features of the Company's products and services into their own offerings. Any
litigation or adverse proceeding resulting from patent or trademark infringement
could result in substantial costs and diversion of resources and could seriously
harm our business operations and/or results of operations.
NEED FOR ANY GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES
The Company will be subject to numerous state and local licensing laws and laws
that require the disclosure of specified information to ticket purchasers,
however the Company is not aware of any government approval required for our
principal products or services.
BANKRUPTCY OR SIMILAR PROCEEDINGS
There has been no bankruptcy, receivership or similar proceeding.
REORGANIZATION, PURCHASE OR SALE OF ASSETS
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.
EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS ON THE 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 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.
RESEARCH AND DEVELOPMENT ACTIVITIES DURING THE LAST TWO YEARS
We have not expended funds for research and development costs since inception.
COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS
We do not anticipate any costs or effects of compliance with environmental laws.
NUMBER OF TOTAL EMPLOYEES AND NUMBER OF FULL TIME EMPLOYEES
We currently have one employee, our executive officer, Aidan Buckley. He devotes
approximately 15% of his time, or 8 hours per week, to our business and
currently is responsible for our general strategy, fund raising and customer
relations. We will hire additional staff if we generate enough revenue to
support the expense. The number of additional staff will depend upon our growth.
ITEM 1A. RISK FACTORS
Our common shares are considered speculative. Prospective investors should
consider carefully the risk factors set out below.
An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
annual report before investing in our common stock. If any of the following
risks occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock, when and if we trade at
a later date, could decline due to any of these risks, and you may lose all or
part of your investment.
11
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 To See was incorporated on June 6, 2012 and we have not yet 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 our shares.
BECAUSE OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION, THERE IS A SUBSTANTIAL
UNCERTAINTY THAT WE WILL CONTINUE OPERATIONS IN WHICH CASE YOU COULD LOSE YOUR
INVESTMENT.
Our auditors have issued a going concern opinion because of the Company's
losses, limited working capital and the absence of any current
revenue-generating operations. This means that there is substantial doubt that
we can continue as an ongoing business for the next twelve months. The financial
statements do not include any adjustments that might result from the uncertainty
about our ability to continue in business. As such we may have to cease
operations and you could lose your entire investment.
OUR LIMITED OPERATING HISTORY MAKES IT DIFFICULT TO EVALUATE OUR FUTURE
PROSPECTS AND RESULTS OF OPERATION.
We recently commenced operations and 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.
WE CANNOT PREDICT WHEN OR IF WE WILL PRODUCE REVENUES, WHICH COULD RESULT IN A
TOTAL LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR BUSINESS PLANS.
We have not yet implemented our business plan or offered our services.
Therefore, we have not yet generated any revenues from operations. There can be
no assurance that we will generate revenues or that revenues will be sufficient
to maintain our business. As a result, you could lose all of your investment if
we are not successful in our proposed business plans.
OUR BUSINESS WILL BE DEPENDENT ON OUR ABILITY TO SECURE AGREEMENTS WITH
PROMOTERS AND VENUES TO PROVIDE TICKETS TO CONSUMERS. IF WE ARE UNABLE TO SECURE
SUCH AGREEMENTS OUR BUSINESS WILL BE ADVERSELY AFFECTED.
If we are unable to secure agreements with the promoters or venues, we may not
be able to execute our business plan. We have no agreements of any kind at this
time. If we are unable to secure and retain these agreements our business,
financial condition and/or results of operations could be materially and
adversely affected. We also cannot provide assurances that if we are able to
12
establish such agreements that we will be able to maintain these agreements, on
acceptable terms, if at all, and the failure to do so could have a material
adverse effect on its business, financial condition and results of operations.
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 PROPOSED BUSINESS, FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Our 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, 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.
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.
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 proposed business is to sell tickets and provide related services to
consumers online. We will be 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
13
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 (and is
pending in certain) jurisdictions in which we plan to 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.
FAILURE OF THIRD-PARTY SYSTEMS OR THIRD-PARTY SERVICE AND SOFTWARE PROVIDERS
UPON WHICH WE RELY COULD ADVERSELY AFFECT OUR BUSINESS.
We will rely on certain third-party computer systems or third-party service and
software providers, including data centers, technology platforms, back-office
systems, Internet service providers and communications facilities. Any
interruption in these third-party services, or deterioration in their
performance or quality, could adversely affect our business. If our arrangement
with any third party is terminated, we may not be able to find alternative
systems or service providers on a timely basis or on commercially reasonable
terms. This could have a material adverse effect on our business, financial
condition, results of operations and cash flows. We cannot guarantee that our
website will operate without interruption or error. We are bound only by a best
efforts obligation as regards the operation and continuity of service. Although
we are not be liable for the alteration or fraudulent access to data and/or
accidental transmission through viruses or other harmful conduct in connection
with the use of our website, disruption of our online service would adversely
affect our business, financial conditions, results of operations and cash flows.
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.
Our 12-month business plan will be funded by the $20,000 raised in our recent
offering. 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.
YOU MAY SUFFER SIGNIFICANT DILUTION IF WE RAISE ADDITIONAL CAPITAL
If we raise additional capital, we expect it will be necessary for us to issue
additional equity or convertible debt securities. If we issue equity or
convertible debt securities, the price at which we offer such securities may not
bear any relationship to our value, the net tangible book value per share may
decrease, the percentage ownership of our current stockholders would be diluted,
and any equity securities we issue in such offering or upon conversion of
convertible debt securities issued in such offering, may have rights,
preferences or privileges with respect to liquidation, dividends, redemption,
voting and other matters that are senior to or more advantageous than our common
stock.
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
14
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 senior 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 senior management, attract additional qualified executives or
adequately fill new senior management positions or vacancies created by
expansion or turnover. We do not have employment agreements with certain members
of our senior management team and we do not maintain key-person life insurance
policies on their lives. The loss of any of our senior management or key
personnel could seriously harm our business.
MR. BUCKLEY, THE SOLE OFFICER AND DIRECTOR OF THE COMPANY, CURRENTLY DEVOTES
APPROXIMATELY 8 HOURS PER WEEK TO COMPANY MATTERS. THE COMPANY'S NEEDS COULD
EXCEED THE AMOUNT OF TIME OR LEVEL OF HE MAY HAVE AS HE CURRENTLY HAS ANOTHER
FULLTIME JOB. THIS COULD RESULT IN A CONFLICT OF INTEREST AND HIS INABILITY TO
PROPERLY MANAGE COMPANY AFFAIRS, RESULTING IN OUR REMAINING A START-UP COMPANY.
We have not formulated a plan to resolve any possible conflict of interest with
Mr. Buckley's other business activities. In the event he is unable to fulfill
any aspect of his duties to the Company or we are required to search for a
replacement for Mr. Buckley we may experience a shortfall or complete lack of
sales resulting in little or no profits and eventual closure of our business.
OUR MANAGEMENT HAS NO EXPERIENCE IN A PUBLIC COMPANY SETTING. HIS DECISIONS AND
CHOICES MAY NOT TAKE INTO ACCOUNT STANDARD OPERATING PROCEDURES REQUIRED FOR A
PUBLIC COMPANY. AS A RESULT, WE MAY HAVE TO SUSPEND OR CEASE ACTIVITIES WHICH
WILL RESULT IN THE LOSS OF YOUR INVESTMENT.
Mr. Buckley, our sole officer and director, has no experience as the principal
executive officer or principal financial officer of a public company.
Consequently our activities, earnings and ultimate success could suffer
irreparable harm due to management's lack of experience. As a result we may have
to suspend or cease activities which will result in the loss of your investment.
WE ARE AN "EMERGING GROWTH COMPANY" UNDER THE JOBS ACT OF 2012, 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 ("JOBS Act"), and 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 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 may 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. We will remain an "emerging growth company" for up to five years,
although we will lose that status sooner if our revenues exceed $1 billion, if
we issue more than $1 billion in non-convertible debt in a three year period, or
if the market value of our common stock that is held by non-affiliates exceeds
$700 million as of any December 31.
BECAUSE WE HAVE ELECTED TO USE THE EXTENDED TRANSITION PERIOD FOR COMPLYING WITH
NEW OR REVISED ACCOUNTING STANDARDS FOR AN "EMERGING GROWTH COMPANY" OUR
FINANCIAL STATEMENTS MAY NOT BE COMPARABLE TO COMPANIES THAT COMPLY WITH PUBLIC
COMPANY EFFECTIVE DATES.
15
We have elected to use the extended transition period for complying with new or
revised accounting standards under Section 102(b)(1) of the Jumpstart Our
Business (JOBS)Act. This election allows us to delay the adoption of new or
revised accounting standards that have different effective dates for public and
private companies until those standards apply to private companies.
As a result of this election, our financial statements may not be comparable to
companies that comply with public company effective dates. Consequently, our
financial statements may not be comparable to companies that comply with public
company effective dates. Because our financial statements may not be comparable
to companies that comply with public company effective dates, investors may have
difficulty evaluating or comparing our business, performance or prospects in
comparison to other public companies, which may have a negative impact on the
value and liquidity of our common stock.
ITEM 2. PROPERTIES
We do not currently own any property. The mailing address of the executive
offices of Ticket To See is 2620 Regatta Drive, Suite 102, Las Vegas, NV 89128.
This is a virtual office and our registered agent's office in Nevada. This is
temporally until we are able to raise funding for a full time office space. We
pay $150 a year for the office. We consider our current principal office space
arrangement adequate and will reassess our needs based upon the future growth of
the Company.
ITEM 3. LEGAL PROCEEDINGS
We know of no material, active or pending legal proceedings against our company,
nor are we involved as a plaintiff in any material proceeding or pending
litigation. There are no proceedings in which any of our directors, officers or
affiliates, or any registered or beneficial shareholder, is an adverse party or
has a material interest adverse to our interest.
ITEM 4. MINE SAFETY DISCLOSURES
None.
16
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
MARKET FOR SECURITIES
Our common shares are quoted on the Over-The-Counter Bulletin Board under the
trading symbol "TTSE.OB". Our shares have been quoted on the Over-The-Counter
Bulletin Board since February 7, 2014. There has been no active trading of our
shares of common stock.
Our transfer agent is Globex Transfer, LLC, 780 Deltona Blvd., Suite 202,
Deltona, FL 32725.
HOLDERS OF OUR COMMON STOCK
As of December 31, 2013, there were 28 registered stockholders holding 7,500,000
shares of our issued and outstanding common stock.
DIVIDEND POLICY
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.
RECENT SALES OF UNREGISTERED SECURITIES
During the year ended December 31, 2012, the Company issued 5,500,000 shares of
common stock to the Company's sole director and officer for total cash proceeds
of $22,000.
During the year ended December 31, 2013, the Company issued 2,000,000 shares of
common stock to 27 independent investors pursuant to the Company's Registration
Statement on Form S-1 for total cash proceeds of $20,000.
At December 31, 2013, there were 7,500,000 shares of common stock issued and
outstanding.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
We did not purchase any of our shares of common stock or other securities during
our fiscal year ended December 31, 2013.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
We do not have any equity compensation plans.
17
ITEM 6. SELECTED FINANCIAL DATA
Not Applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION We have generated no revenue since inception and have incurred
$30,674 in expenses through December 31, 2013. The following table provides
selected financial data about our company for the years ended December 31, 2013
and of December 31, 2012. For detailed financial information, see the financial
statements included in this annual report.
Balance Sheet Data: 12/31/2013 12/31/2012
------------------- ---------- ----------
Cash $ 18,669 $ 22,052
Total assets $ 18,669 $ 22,052
Total liabilities $ 7,343 $ 5,099
Shareholders' equity $ 11,326 $ 16,953
The following summary of our results of operations should be read in conjunction
with our financial statements included herein. Our operating results for the
years ended December 31, 2013 and 2012 are summarized as follows:
Years Ended
December 31,
--------------------------
2013 2012
-------- --------
Revenue $ 0 $ 0
Operating Expenses 25,627 5,047
Net Loss $ 25,627 $ 5,047
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 years ended December 31, 2013 and 2012 are outlined in the
table below:
Years Ended
December 31,
--------------------------
2013 2012
-------- --------
Professional Fees $ 24,359 $ 4,000
General & Administrative 1,268 1,047
TOTAL EXPENSES $ 25,627 $ 5,047
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.
18
We incurred operating losses in the amount of $30,674 from inception on June 6,
2012 through the year ended December 31, 2013. These operating expenses were
composed of professional fees and general and administrative expenses.
GOING CONCERN
Our auditor has issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated revenues and no revenues are anticipated until we
begin selling the products we plan distribute. There is no assurance we will
ever reach that point.
Our current cash balance is $18,669 with $7,343 in outstanding liabilities. We
believe our cash balance along with loans from our CEO is sufficient to fund our
limited levels of operations until we are able to generate sufficient revenues
from sales. If we experience a shortage of funds we may utilize funds from our
CEO, who has informally agreed to advance funds to allow us to pay for limited
operating costs; however he has no formal commitment, arrangement or legal
obligation to advance or loan funds to the Company.
PLAN OF OPERATION
In order to successfully carry out all three phases, the company will require a
total of $20,000, which is the amount raised in our recent offering. If we are
successful in generating revenue at any stage of our business plan we may
accelerate our timeframe, however there is no guarantee we will be successful in
our efforts. We plan to commence our business plan for the next 12 months in an
organized, phased manner. The initial development phase will require 3 to 6
months. Upon the successful completion of the initial phase, the second phase of
aggressive marketing will last for approximately 4 months.
Dependent on the successful completion of the second phase, phase three of
expansion will approximately run between the 10th and 12th months. Below, the
breakdown of the required funding for each phase is explained in more detail.
The INITIAL PHASE of this plan is expected to include:
* Design and construction of the Ticket To See website. In order to have
the most suitable website, we will utilize the services of a
professional website design firm at the cost of $2500.
* Establishing merchant relationships with Paypal and credit card
companies, such as Visa and MasterCard will require the firm to pay
various merchant account fees that will amount to $1000.
* Developing extensive lists of prospective clients will require no
additional costs as this task will be completed by management, at no
charge to the company.
* Developing detailed marketing techniques and plans that will appeal to
targeted venues, promoters, and developing targeted marketing content
to future clients is the most crucial task of the first phase and will
require $6500.
The total budget for phase one is approximately $10,000 and is expected to be
completed within 3-6 months of funding.
The SECOND PHASE of the operating plan, during months 7 through 9, is expected
to be devoted to instituting an aggressive marketing effort, as described
earlier (see "Sales and Marketing"), to gain initial clientele and begin
producing revenue. We expect our President, Aidan Buckley, will spearhead this
effort by first using the direct approach and establishing a brand name with
possible clients for using our platform. This will be done by cold calling, face
to face networking, using free online social media and advertising outlets. The
next stage of marketing is to have a online advertising campaign and social
media campaign designed. Due to the nature of the costs involved and the fact
that he will not be receiving a salary at this time, we expect expenses related
to phase two to be less than approximately $10,000. However, should Ticket To
See be successful in signing up clients, expenses relating to technical issues
relating to integrating the ticketing back office of the client with the Ticket
To See website will likely be incurred (i.e. less than 2 days per client - $400
per day). If material, Management anticipates raising additional capital to fund
this integration.
19
If Ticket To See is successful in implementing its' business plan and begins to
produce sales from the website, Management will institute PHASE THREE of the
business plan, during months 10 through 12, which may involve hiring one or more
additional staff to handle increased demands, site monitoring, data entry, and
customer support. The cost of an administrative employee will be $24,000 per
year for each needed hire. Due to the web-based nature of the company, there is
no need for a separate office at this time. All business operations will be
carried out of the private residence of management at no added cost. There may
be additional demands and on-going online and social media awareness placed on
the company and website development and a consequent need to broaden the
management team. Depending on availability of funds and the opportunities
available to the Company, Ticket To See may also hire additional marketing
personnel to access additional sales and distribution channels. This will be
done by seeking new avenues to develop the brand and awareness, seeking a
celebrity sponsor, growing our online advertising campaign, and outdoor
billboard ads to drive traffic.
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.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us on which to base an
evaluation of our performance. We are a development stage company and have not
generated revenues from operations. 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
generate revenue. We believe that the funds from our recent offering will allow
us to operate for one year.
LIQUIDITY AND CAPITAL RESOURCES
Management estimates our cash balance will allow the company to operate for
another 12 months at the current burn rate of $1,500 per month. Our plan of
operation as outlined in this annual report will be funded by the $20,000 raised
in our recent offering.
We believe our cash balance along with loans from our CEO is sufficient to fund
our limited levels of operations until we are able to generate sufficient
revenues from sales. If we experience a shortage of funds we may utilize funds
from our CEO, who has informally agreed to advance funds to allow us to pay for
limited operating costs; however he has no formal commitment, arrangement or
legal obligation to advance or loan funds to the Company.
If the Company has customers or revenue during our initial 12-month period, the
business plan may change or accelerated. There can, however, be no assurance
that the Company will have either customers or revenue.
During the year ended December 31, 2012, the Company issued 5,500,000 shares of
common stock to the Company's sole director and officer for total cash proceeds
of $22,000.
During the year ended December 31, 2013, the Company issued 2,000,000 shares of
common stock to 27 independent investors pursuant to the Company's Registration
Statement on Form S-1 for total cash proceeds of $20,000.
Our financial statements from inception (June 6, 2012) through December 31, 2013
report no revenues and net losses of $30,674.
20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF PRESENTATION
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.
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 period. Actual results
could differ from those estimates.
Due to the limited level of operations, the Company has not had to make material
assumptions or estimates other than the assumption that the Company is a going
concern.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with an original maturity of
three months or less when purchased to be cash equivalents.
FAIR VALUE OF FINANCIAL INSTRUMENTS
ASC 825, "Disclosures about Fair Value of Financial Instruments", requires
disclosure of fair value information about financial instruments. ASC 820, "Fair
Value Measurements" defines fair value, establishes a framework for measuring
fair value in generally accepted accounting principles, and expands disclosures
about fair value measurements. Fair value estimates discussed herein are based
upon certain market assumptions and pertinent information available to
management as of December 31, 2012.
The respective carrying values of certain on-balance-sheet financial instruments
approximate their fair values. These financial instruments include accounts
payable, advances payable, accrued liabilities and notes payable. Fair values
were assumed to approximate carrying values for these financial instruments
since they are short term in nature and their carrying amounts approximate fair
value, or they are receivable or payable on demand.
BASIC AND DILUTED LOSS PER SHARE
The Company computes earnings (loss) per share in accordance with ASC 260-10-45
"Earnings per Share", which requires presentation of both basic and diluted
earnings per share on the face of the statement of operations. Basic earnings
(loss) per share is computed by dividing net earnings (loss) available to common
stockholders by the weighted average number of outstanding common shares during
the period. Diluted earnings (loss) per share gives effect to all dilutive
potential common shares outstanding during the period. Dilutive earnings (loss)
per share excludes all potential common shares if their effect is anti-dilutive.
The Company has no potential dilutive instruments, and therefore, basic and
diluted earnings (loss) per share are equal.
INCOME TAXES
We use the asset and liability method of accounting for income taxes in
accordance with ASC Topic 740, "Income Taxes." Under this method, income tax
expense is recognized for the amount of: (i) taxes payable or refundable for the
current year and (ii) deferred tax consequences of temporary differences
resulting from matters that have been recognized in an entity's financial
statements or tax returns. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in the results of operations in the period that includes the
enactment date. A valuation allowance is provided to reduce the deferred tax
21
assets reported if based on the weight of the available positive and negative
evidence, it is more likely than not some portion or all of the deferred tax
assets will not be realized. ASC Topic 740.10.30 clarifies the accounting for
uncertainty in income taxes recognized in an enterprise's financial statements
and prescribes a recognition threshold and measurement attribute for the
financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on
de-recognition, classification, interest and penalties, accounting in interim
periods, disclosure, and transition. We have no material uncertain tax positions
for any of the reporting periods presented.
EXTENDED TRANSITION COMPLIANCE PERIOD UNDER THE JOBS ACT
We have elected to use the extended transition period for complying with new or
revised accounting standards under Section 102(b)(1) of the Jumpstart Our
Business (JOBS)Act. This election allows us to delay the adoption of new or
revised accounting standards that have different effective dates for public and
private companies until those standards apply to private companies.
As a result of this election, our financial statements may not be comparable to
companies that comply with public company effective dates. Consequently, our
financial statements may not be comparable to companies that comply with public
company effective dates.
RECENT ACCOUNTING PRONOUNCEMENTS
The Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position or cash flow.
22
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Paritz & Company, P.A 15 Warren Street, Suite 25
Hackensack, New Jersey 07601
Certified Public Accountants (201) 342-7753
Fax: (201) 342-7598
E-Mail: PARITZ@paritz.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Ticket to See, Inc.
We have audited the accompanying consolidated balance sheet of Ticket to See,
Inc. as of December 31, 2013 and 2012 and the related statements of operations,
stockholders' equity and cash flows for the year ended December 31, 2013, for
the period from inception (June 6, 2012) to December 31, 2012, and for the
period from inception (June 6, 2012) to December 31, 2013. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 5 to the
financial statements, the Company has not generated any revenues since
inception, has losses and an accumulated deficit. These factors, among others,
raise substantial doubt about the Company's ability to continue as a going
concern. The financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Ticket to See, Inc. as of
December 31, 2013 and 2012, and the results of its operations and cash flows for
the year ended December 31, 2013, for the period from inception (June 6, 2012)
to December 31, 2012, and for the period from inception (June 6, 2012) to
December 31, 2013in conformity with accepted accounting principles generally
accepted in the United States of America.
/s/ Paritz & Company, P.A.
------------------------------------
Hackensack, New Jersey
March 17, 2014
23
TICKET TO SEE INC.
(A Development Stage Company)
Balance Sheets
December 31, December 31,
2013 2012
-------- --------
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $ 18,669 $ 22,052
-------- --------
TOTAL CURRENT ASSETS $ 18,669 $ 22,052
======== ========
LIABILITIES AND STOCKHOLDERS DEFICIENCY
CURRENT LIABILITIES
Note payable - Related party $ 1,099 $ 1,099
Accrued liability 6,244 4,000
-------- --------
Total current liabilities 7,343 5,099
-------- --------
SHAREHOLDERS' EQUITY
Common Stock - $0.001 par value; 75,000,000 shares authorized; 5,700 5,500
7,500,000 and 5,500,000 shares issued and outstanding at
December 31, 2013 and December 31, 2012
Additional paid-in-capital 36,300 16,500
Deficit accumulated during development stage (30,674) (5,047)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 11,326 16,953
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 18,669 $ 22,052
======== ========
See accompanying notes to financial statements
24
TICKET TO SEE INC.
(A Development Stage Company)
Statement of Operations
Period from Cumulative
Inception Inception
Year ended (June 6, 2012) to (June 6, 2012) to
December 31, December 31, December 31,
2013 2012 2013
---------- ---------- ----------
REVENUES $ -- $ -- $ --
OPERATING EXPENSES
General & administrative expenses 1,268 1,047 2,315
Professional Fees 24,359 4,000 28,359
---------- ---------- ----------
TOTAL OPERATING EXPENSES 25,627 5,047 30,674
---------- ---------- ----------
(LOSS) BEFORE INCOME TAX EXPENSE (25,627) (5,047) (30,674)
---------- ---------- ----------
Income tax expense -- -- --
---------- ---------- ----------
Net (loss) $ (25,627) $ (5,047) $ (30,674)
========== ========== ==========
Basic and diluted net loss per share $ (0.00) $ (0.00)
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 5,896,466 2,300,481
See accompanying notes to financial statements
25
TICKET TO SEE INC.
(A Development Stage Company)
Statements of Stockholder's Equity
Deficit
Accumulated
Common Common Additional During Total
Stock Stock Paid-in Development Stockholders'
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------
STOCKHOLDER'S DEFICIENCY BALANCE AT
JUNE 6, 2012 (INCEPTION) -- $ -- $ -- $ -- $ --
Issuance of Common Stock on October 5,2012 5,500,000 5,500 16,500 22,000
Net Loss (5,047) (5,047)
---------- -------- -------- --------- --------
BALANCE AT DECEMBER 31, 2012 5,500,000 5,500 16,500 (5,047) 16,953
========== ======== ======== ========= ========
Issuance of Common Stock 2,000,000 200 19,800 20,000
Net Loss (25,627) (25,627)
---------- -------- -------- --------- --------
BALANCE AT DECEMBER 31, 2013 7,500,000 $ 5,700 $ 36,300 $ (30,674) $ 11,326
========== ======== ======== ========= ========
See accompanying notes to financial statements
26
TICKET TO SEE INC.
(A Development Stage Company)
Statements of Cash Flows
Period from Cumulative
Inception Inception
Year ended (June 6, 2012) to (June 6, 2012) to
December 31, December 31, December 31,
2013 2012 2013
-------- -------- --------
CASH FLOWS FROM OPERATIING ACTIVITIES:
Net (Loss) $(25,627) $ (5,047) $(30,674)
Adjustments to reconcile net loss to net
cash used in operating activities
Changes in operating assets and liabilities
Increase (decrease) in accrued liabilities 2,244 4,000 6,244
-------- -------- --------
NET CASH USED IN OPERATING ACTIVITIES (23,383) (1,047) (24,430)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock 20,000 22,000 42,000
Proceeds of loan from related party -- 1,099 1,099
-------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 20,000 23,099 43,099
-------- -------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (3,383) 22,052 18,669
-------- -------- --------
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 22,052 -- --
-------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 18,669 $ 22,052 $ 18,669
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ -- $ -- $ --
-------- -------- --------
Income Taxes $ -- $ -- $ --
-------- -------- --------
See accompanying notes to financial statements
27
TICKET TO SEE INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2013
NOTE 1. OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION AND 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
December 31, 2013 the Company has accumulated losses of $30,674.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF PRESENTATION
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.
DEVELOPMENT STAGE COMPANY
The Company is considered to be in the development stage as defined in ASC 915
"Development Stage Entities". The Company is devoting substantially all of its
efforts to the development of its business plan.
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 period. Actual results
could differ from those estimates.
Due to the limited level of operations, the Company has not had to make material
assumptions or estimates other than the assumption that the Company is a going
concern.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with an original maturity of
three months or less when purchased to be cash equivalents.
START-UP COSTS
In accordance with ASC 720, "Start-Up Costs", the Company expenses all costs
incurred in connection with the start-up and organization of the Company.
28
TICKET TO SEE INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2013
NOTE 1. OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (con't)
FAIR VALUE OF FINANCIAL INSTRUMENTS
ASC 825, "Disclosures about Fair Value of Financial Instruments", requires
disclosure of fair value information about financial instruments. ASC 820, "Fair
Value Measurements" defines fair value, establishes a framework for measuring
fair value in generally accepted accounting principles, and expands disclosures
about fair value measurements. Fair value estimates discussed herein are based
upon certain market assumptions and pertinent information available to
management as of December 31, 2013.
The respective carrying values of certain on-balance-sheet financial instruments
approximate their fair values. These financial instruments include cash, accrued
liabilities and notes payable. Fair values were assumed to approximate carrying
values for these financial instruments since they are short term in nature and
their carrying amounts approximate fair value.
BASIC AND DILUTED LOSS PER SHARE
The Company computes earnings (loss) per share in accordance with ASC 260-10-45
"Earnings per Share", which requires presentation of both basic and diluted
earnings per share on the face of the statement of operations. Basic earnings
(loss) per share is computed by dividing net earnings (loss) available to common
stockholders by the weighted average number of outstanding common shares during
the period. Diluted earnings (loss) per share gives effect to all dilutive
potential common shares outstanding during the period. Dilutive earnings (loss)
per share excludes all potential common shares if their effect is anti-dilutive.
The Company has no potential dilutive instruments, and therefore, basic and
diluted earnings (loss) per share are equal.
INCOME TAXES
We use the asset and liability method of accounting for income taxes in
accordance with ASC Topic 740, "Income Taxes." Under this method, income tax
expense is recognized for the amount of: (i) taxes payable or refundable for the
current year and (ii) deferred tax consequences of temporary differences
resulting from matters that have been recognized in an entity's financial
statements or tax returns. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in the results of operations in the period that includes the
enactment date. A valuation allowance is provided to reduce the deferred tax
assets reported if based on the weight of the available positive and negative
evidence, it is more likely than not some portion or all of the deferred tax
assets will not be realized.
ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes
recognized in an enterprise's financial statements and prescribes a recognition
threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return. ASC
Topic 740.10.40 provides guidance on de-recognition, classification, interest
and penalties, accounting in interim periods, disclosure, and transition. We
have no material uncertain tax positions for any of the reporting periods
presented.
29
TICKET TO SEE INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2013
NOTE 1. OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (con't)
RECENT ACCOUNTING PRONOUNCEMENTS
The Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position or cash flow.
NOTE 2. CAPITAL STOCK
The total number of common shares authorized that may be issued by the Company
is 75,000,000 shares with a par value of $0.001 per share.
During the year ended December 31, 2012, the Company issued 5,500,000 shares of
common stock to the Company's sole director and officer for total cash proceeds
of $22,000.
During the year ended December 31, 2013, the Company issued 2,000,000 shares of
common stock to 27 independent investors pursuant to the Company's Registration
Statement on Form S-1 for total cash proceeds of $20,000.
At December 31, 2013, there were 7,500,000 shares of common stock issued and
outstanding. There were no outstanding stock options or warrants.
NOTE 3. LOAN PAYABLE - RELATED PARTY
During the period ended December 31, 2012 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 4. INCOME TAXES
As of December 31, 2013 the Company had net operating loss carry forwards of
approximately $30,674 that may be available to reduce future years' taxable
income through 2033. Future tax benefits which may arise as a result of these
losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has
recorded a valuation allowance for the deferred tax asset relating to these tax
loss carry-forwards.
The components of the deferred tax asset, the statutory tax rate, the effective
tax rate and the elected amount of the valuation allowance are indicated below:
From
June 6, 2012
(Inception) to
December 31, 2013
-----------------
Net Operating Loss $ 30,674
Statutory Tax Rate 34%
Deferred Tax Asset $ 10,429
Valuation Allowance $(10,429)
--------
Net Deferred Tax Asset $ --
========
30
TICKET TO SEE INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2013
NOTE 5. 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.
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 6. RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. Mr. Aidan
Buckley, sole officer and director of the Company, will provide the Company with
use of office space and services free of charge. The Company's sole officer and
director is involved in other business activities and may in the future, become
involved in other business opportunities as they become available.
As of December 31, 2013 there was $1,099 owed to Mr. Buckley. The loan is
non-interest bearing, unsecured and due upon demand.
NOTE 7. SUBSEQUENT EVENTS
The Company has evaluated events subsequent to December 31, 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.
31
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
As of the end of the period covered by this report, the Company carried out,
under the supervision and with the participation of the Company's management,
including its Chief Executive Officer and Chief Financial Officer, an evaluation
of the effectiveness of the design and operation of the Company's disclosure
controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934) in ensuring that information required to be
disclosed by the Company in its reports is recorded, processed, summarized and
reported within the required time periods. In carrying out that evaluation,
management identified a material weakness (as defined in Public Company
Accounting Oversight Board Standard No. 2) in our internal control over
financial reporting regarding a lack of adequate segregation of duties.
Accordingly, based on their evaluation of our disclosure controls and procedures
as of December 31, 2013, the Company's Chief Executive Officer and its Chief
Financial Officer have concluded that, as of that date, the Company's controls
and procedures were not effective for the purposes described above.
There was no change in the Company's internal control over financial reporting
(as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of
1934) during the quarter ended December 31, 2013 that has materially affected or
is reasonably likely to materially affect the Company's internal control over
financial reporting.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in Rule 13a-15(f)
under the Securities Exchange Act of 1934. We have assessed the effectiveness of
those internal controls as of September 30, 2012, using the Committee of
Sponsoring Organizations of the Treadway Commission ("COSO") INTERNAL CONTROL -
INTERGRATED FRAMEWORK as a basis for our assessment.
Because of inherent limitations, internal control over financial reporting may
not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies and procedures may deteriorate. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation.
A material weakness in internal controls is a deficiency in internal control, or
combination of control deficiencies, that adversely affects the Company's
ability to initiate, authorize, record, process, or report external financial
data reliably in accordance with accounting principles generally accepted in the
United States of America such that there is more than a remote likelihood that a
material misstatement of the Company's annual or interim financial statements
that is more than inconsequential will not be prevented or detected. In the
course of making our assessment of the effectiveness of internal controls over
financial reporting, we identified a material weakness in our internal control
over financial reporting. This material weakness consisted of inadequate
staffing and supervision within the bookkeeping and accounting operations of our
company. The relatively small number of employees who have bookkeeping and
accounting functions prevents us from segregating duties within our internal
control system. The inadequate segregation of duties is a weakness because it
could lead to the untimely identification and resolution of accounting and
disclosure matters or could lead to a failure to perform timely and effective
reviews.
32
As we are not aware of any instance in which the company failed to identify or
resolve a disclosure matter or failed to perform a timely and effective review,
we determined that the addition of personnel to our bookkeeping and accounting
operations is not an efficient use of our resources at this time and not in the
interest of shareholders.
Because of the above condition, the Company's internal controls over financial
reporting were not effective as of December 31, 2013.
This annual report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to the rules of the Securities and
Exchange Commission that permit the Company to provide only management's report
in this annual report.
ITEM 9B. OTHER INFORMATION
None.
33
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The name, age and title of our executive officer and director is as follows:
Name and Address of Executive
Officer and/or Director Age Position
----------------------- --- --------
Aidan Buckley 39 Chairman and CEO, President, Secretary,
2620 Regatta Drive, Suite 102 CFO, Treasurer and Director
Las Vegas, NV 89128
The person named above is the only promoter of Ticket To See, as that term is
defined in the rules and regulations promulgated under the Securities and
Exchange Act of 1933. The person named above has served in his positions from
inception (June 6, 2012) until present.
TERM OF OFFICE
A Director is 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. An Officer is 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 one employee, our executive officer, Aidan Buckley. He devotes
15% to our business and currently is responsible for our general strategy, fund
raising and customer relations. Once revenues will support the expense we will
hire additional staff.
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.
EXECUTIVE BIOGRAPHY
AIDAN BUCKLEY, has been our President, CEO & Director since inception. From 2009
to current he has been employed by Foodequip Technology as Operational Marketing
Manager, this is a full-time position (48 hours per week). From 2004-2009 he was
employed by Cork Bar and Catering Equipment, Ltd. as Service Manager & Warehouse
Manager. From 1997-2004 he was employed by Transistor Devices Europe, Ltd. as
Warehouse Supervisor and Customer Service Agent. From 1996-1997 he was employed
by Banta Global Turnkey, Ltd. as a Materials Coordinator.
Mr. Buckley's education includes City & Guilds certificates in Data Processing,
Computer Methods & Applications and Computer Systems & Services.
Management believes that Mr. Buckley's education in computer applications and
systems along with his management and customer service experience makes him well
suited for his role with the company.
34
AUDIT COMMITTEE
We do not currently have an audit committee or a committee performing similar
functions. Our Board of Directors as a whole participates in the review of
financial statements and disclosure.
CODE OF ETHICS
We have not adopted a code of ethics that applies to our officer, director and
employee. When we do adopt a code of ethics, we will disclose it in a Current
Report on Form 8-K.
ITEM 11. EXECUTIVE COMPENSATION
MANAGEMENT COMPENSATION
Currently our officer and director receives no compensation for his services
during the development stage of our business operations. He is reimbursed for
any out-of-pocket expenses he may incur on our behalf. In the future once
revenue is being generated, we may approve payment of salaries for our officer
and director, but currently, no such plans have been approved. If a salary is
approved for Mr. Buckley when revenues support the expense it would be $60,000
(US) per year. 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.
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Equity Nonqualified
Incentive Deferred All
Name and Plan Compen- Other
Principal Stock Option Compen- sation Compen-
Position Year Salary Bonus Awards Awards sation Earnings sation Totals
------------ ---- ------ ----- ------ ------ ------ -------- ------ ------
Aidan Buckley, 2013 0 0 0 0 0 0 0 0
CEO, Director 2012 0 0 0 0 0 0 0 0
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Option Awards Stock Awards
----------------------------------------------------------------- ----------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable Unexercisable Options (#) Price Date Vested(#) Vested Vested Vested
---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------
Aidan 0 0 0 0 0 0 0 0 0
Buckley
35
DIRECTOR COMPENSATION
Change in
Pension
Value and
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash Awards Awards Compensation Earnings Compensation Total
---- ---- ------ ------ ------------ -------- ------------ -----
Aidan Buckley 0 0 0 0 0 0 0
On October 5, 2012, a total of 5,500,000 shares of common stock were issued to
Aidan Buckley in exchange for cash in the amount of $22,000 or $0.004 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 or any of its subsidiaries, if any.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
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 director, and
or (iii) our officer. Unless otherwise indicated, the stockholder listed
possesses sole voting and investment power with respect to the shares shown.
Amount and Nature Percentage
Name and Address of Beneficial of Common
Title of Class of Beneficial Owner Ownership Stock(1)
-------------- ------------------- --------- --------
Common Stock Aidan Buckley, President 5,500,000 100%
2620 Regatta Drive, Suite 102 Direct
Las Vegas, NV 8912
Common Stock Officer and/or director as a Group 5,500,000 100%
Holders of More Than 5% of Our Common Stock
N/A
----------
(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
36
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 7,500,000 shares
of our common stock issued and outstanding.
FUTURE SALES BY EXISTING STOCKHOLDERS
A total of 5,500,000 shares have been issued to the existing stockholder, all of
which are held by an officer/director and are restricted securities, as that
term is defined in Rule 144 of the Rules and Regulations of the SEC promulgated
under the Act. Under Rule 144, such shares can be publicly sold, subject to
volume restrictions and certain restrictions on the manner of sale, commencing
six months after their acquisition.
Rule 144(i)(1) states that the Rule 144 safe harbor is not available for the
resale of securities "initially issued" by a shell company (other than a
business combination related shell company) or an issuer that has "at any time
previously" been a shell company (other than a business combination related
shell company). Consequently, the Rule 144 safe harbor is not available for the
resale of such securities unless and until all of the conditions in Rule
144(i)(2) are satisfied at the time of the proposed sale.
Any sale of shares held by the existing stockholder (after applicable
restrictions expire) and/or the sale of shares purchased in our recent offering,
may have a depressive effect on the price of our common stock in any market that
may develop, of which there can be no assurance.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
On October 5, 2012, the Company issued a total of 5,500,000 shares of common
stock to Aidan Buckley for cash at $0.004 per share for a total of $22,000.
As of December 31, 2013 there was $1,099 owes to Mr. Buckley. The loan is
non-interest bearing, unsecured and due upon demand.
We do not currently have any conflicts of interest by or among our current
officer, director, key employee or advisors. We have not yet formulated a policy
for handling conflicts of interest; however, we intend to do so prior to hiring
any additional employees.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
During the year ended December 31, 2013, the total fees billed for audit-related
services was $9,000, for tax services was $0 and for all other services was $0.
During the year ended December 31, 2012, the total fees billed for audit-related
services was $4,000, for tax services was $0 and for all other services was $0.
37
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The following exhibits are included with this registration statement:
Exhibit
Number Description
------ -----------
3.1 Articles of Incorporation (filed as an exhibit to our Form S-1
Registration Statement and subsequent amendments)
3.2 Bylaws (filed as an exhibit to our Form S-1 Registration Statement and
subsequent amendments)
31.1* Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1* Certification of Chief Executive Officer and Chief Financial Officer
pursuant Section 906 Certifications under Sarbanes-Oxley Act of 2002
101* Interactive data files pursuant to Rule 405 of Regulation S-T
----------
* Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 13 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.
TICKET TO SEE, INC.
By /s/ Aidan Buckley
------------------------------------------
Aidan Buckley
President, Secretary, Treasurer,
Chief Executive Officer
and Chief Financial Officer
(Principal Executive Officer,
Principal Accounting Officer
and Principal Financial Officer)
Date: March 24, 2014
3