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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(D) Of The Securities Exchange
Act Of 1934
For the quarterly period ended March 31, 2014
[ ] Transition Report Under Section 13 or 15(D) Of The Securities Exchange
Act Of 1934
For the transition period from __________ to __________
COMMISSION FILE NUMBER 333-187049
TICKET TO SEE, INC.
(Exact name of registrant as specified in its charter)
NEVADA 32-0379665
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2620 Regatta Drive, Suite 102
Las Vegas, NV 89128
(Address of principal executive offices, including zip code)
1-888-970-9463
(Issuer's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
the definitions of "large accelerated filer," "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 7,500,000 shares of common stock as
of April 22, 2014.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The following interim unaudited financial statements of Ticket To See, Inc. (the
"Company") for the three month period ended March 31, 2014 are included with
this Quarterly Report on Form 10-Q:
(a) Balance Sheets as at March 31, 2014 and December 31, 2013.
(b) Statement of Operations for (i) the three months ended March 31, 2014
and 2013 and (ii) the cumulative period from inception (June 6, 2012)
to March 31, 2014.
(c) Statements of Cash Flows for (i) the three months ended March 31, 2014
and 2013, and (ii) the cumulative period from inception (June 6, 2012)
to March 31, 2014.
(d) Condensed Notes to Financial Statements.
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TICKET TO SEE INC.
(A Development Stage Company)
Balance Sheet
March 31, 2014 December 31, 2013
-------------- -----------------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $ 2,152 $ 18,669
-------- --------
TOTAL CURRENT ASSETS $ 2,152 $ 18,669
======== ========
LIABILITIES AND STOCKHOLDERS DEFICIENCY
Current Liabilities
Note payable - Related party $ 1,099 $ 1,099
Accrued liability 1,625 6,244
-------- --------
TOTAL CURRENT LIABILITIES 2,724 7,343
-------- --------
SHAREHOLDERS' EQUITY
Common Stock - $0.001 par value; 75,000,000 shares authorized; 7,500 7,500
7,500,000 shares issued and outstanding at March 31, 2014 and
December 31, 2013
Additional paid-in-capital 34,500 34,500
Deficit accumulated during development stage (42,572) (30,674)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (572) 11,326
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,152 $ 18,669
======== ========
See accompanying notes to financial statements
3
TICKET TO SEE INC.
(A Development Stage Company)
Statement of Operations
(Unaudited)
Inception
3 months ended 3 months ended (June 6, 2012) to
March 31, 2014 March 31, 2013 March 31, 2014
-------------- -------------- --------------
REVENUES $ -- $ -- $ --
COST OF SALES -- -- --
---------- ---------- ----------
Gross Margin -- -- --
---------- ---------- ----------
OPERATING EXPENSES
General & administrative expenses 292 538 2,607
Professional Fees 11,606 4,276 39,965
---------- ---------- ----------
TOTAL OPERATING EXPENSES 11,898 4,814 42,572
(LOSS) BEFORE INCOME TAX EXPENSE (11,898) (4,814) (42,572)
---------- ---------- ----------
Income tax expense -- -- --
---------- ---------- ----------
Net (loss) $ (11,898) $ (4,814) $ (42,572)
========== ========== ==========
Basic and diluted net loss per share $ (0.00) $ (0.00)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 7,500,000 5,500,000
See accompanying notes to financial statements
4
TICKET TO SEE INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
Inception
3 months ended 3 months ended (June 6, 2012) to
March 31, 2014 March 31, 2013 March 31, 2014
-------------- -------------- --------------
CASH FLOWS FROM OPERATIING ACTIVITIES:
Net (Loss) $(11,898) $ (4,814) $(42,572)
Adjustments to reconcile net loss to net
cash used in operating activities
Changes in operating assets and liabilities
Increase (decrease) in accrued liabilities (4,619) (1,756) 1,625
-------- -------- --------
NET CASH USED IN OPERATING ACTIVITIES (16,517) (6,570) (40,947)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock -- -- 42,000
Proceeds of loan from related party -- -- 1,099
-------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES -- -- 43,099
-------- -------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (16,517) (6,570) 2,152
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 18,669 22,052 --
-------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,152 $ 15,482 $ 2,152
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
See accompanying notes to financial statements
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TICKET TO SEE INC.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2014
(unaudited)
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Ticket To See Inc.
(the "Company"), have been prepared in accordance with accounting principles
generally accepted in the United States of America and Article 10 of Regulation
S-X of the Securities and Exchange Commission ("SEC"). Accordingly, they do not
contain all information and footnotes required by accounting principles
generally accepted in the United States of America for annual financial
statements. These statements should be read in conjunction with the audited
financial statements and notes thereto contained in the Company's Form 10-K
filed with SEC on March 25, 2014. In the opinion of management, all adjustments,
consisting of normal recurring adjustments, necessary for a fair presentation of
financial position and the results of operations for the interim periods
presented have been reflected herein. The results of operations for interim
periods are not necessarily indicative of the results to be expected for the
full year or any other period. Notes to the financial statements which would
substantially duplicate the disclosure contained in the audited financial
statements for December 31, 2013 as reported in a Form 10-K have been omitted.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
NOTE 2. BUSINESS
Ticket To See Inc. ("the Company") was incorporated under the laws of the State
of Nevada on June 6, 2012. The Company is in the development stage and it
intends to be an online ticket broker.
The Company has not generated any revenue to date and consequently its
operations are subject to all risks inherent in the establishment of a new
business enterprise. For the period from inception, June 6, 2012 through March
31, 2014 the Company has accumulated losses of $42,572.
NOTE 3. GOING CONCERN
The Company's financial statements are prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of obligations in
the normal course of business. However, the Company has not generated any
revenue to date, has losses and an accumulated deficit. The Company does not
currently have any revenue generating operations. These conditions, among
others, raise substantial doubt about the ability of the Company to continue as
a going concern.
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TICKET TO SEE INC.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2014
(unaudited)
In view of these matters, continuation as a going concern is dependent upon
continued operations of the Company, which in turn is dependent upon the
Company's ability to, meets its financial requirements, raise additional
capital, and the success of its future operations. The financial statements do
not include any adjustments to the amount and classification of assets and
liabilities that may be necessary should the Company not continue as a going
concern.
Management plans to fund operations of the Company through the proceeds of their
recent offering or private placements of restricted securities or the issuance
of stock in lieu of cash for payment of services until such a time as profitable
operations are achieved. There are no written agreements in place for such
funding or issuance of securities and there can be no assurance that such will
be available in the future. Management believes that this plan provides an
opportunity for the Company to continue as a going concern.
NOTE 4. NOTE PAYABLE - RELATED PARTY
Mr. Aidan Buckley, our Director and President, paid $1,099 in incorporation and
start-up costs for the Company which is being carried as a loan payable. The
loan is non-interest bearing, unsecured and due upon demand.
NOTE 5. INCOME TAXES
As of March 31, 2014, the Company had approximately $42,500 of net operating
loss carryforwards ("NOL") for income tax purposes. The NOLs begin to expire in
the year 2032. The use of operating loss carryforwards are subject to
limitations imposed by the Internal Revenue Code. Management believes that the
deferred tax assets as of March 31, 2014 resulting from the NOL's do not satisfy
the realization criteria and has recorded a full valuation allowance for the
entire deferred tax asset. By recording a valuation allowance for the entire
amount of future tax benefits, the Company has not recognized a deferred tax
benefit for income taxes in its statements of operations for any of the periods
presented.
NOTE 6. SUBSEQUENT EVENTS
The Company has evaluated events subsequent to March 31, 2014 to assess the need
for potential recognition or disclosure in this report. Such events were
evaluated through the date these financial statements were available to be
issued. Based upon this evaluation, it was determined that no subsequent events
occurred that require recognition or disclosure in the financial statements.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THE FOLLOWING DISCUSSION OF THE RESULTS OF OUR OPERATIONS AND FINANCIAL
CONDITION SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE
NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This section of this report includes a number of forward-looking statements that
reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of our report. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results and predictions. We are a development stage company and
have not yet generated or realized any revenues.
BUSINESS OVERVIEW
Ticket To See Inc. was incorporated in the State of Nevada on June 6, 2012. We
are a development stage company with a mission to make the buying and selling of
advance event tickets easier, more accessible, and cost-effective for clients
(venues / artists / promoters) and consumers. We plan to accomplish our mission
by providing an online, print-your-own ticketing platform for ticketed events of
all kinds, including special events, attractions, and shows / exhibits.
Management believes that when consumers utilize our system they will have the
ability to easily, reliably, and cost-effectively purchase and print their own
tickets using any Internet-connected computer. Tickets will be printed instantly
on their home or office printer. When ticket holders arrive at the venue, the
unique barcode on the ticket is verified with a scanner. Our business plan is
based in part on our ability to negotiate agreements with promoters of special
events, attractions, and shows / exhibits. We currently have no agreements and
do not anticipate entering into any such agreements until we complete our
current offering. We intend to use the net proceeds from the offering to develop
our business operations. (See "Business of the Company" and "Use of Proceeds".)
We are a development stage company with no revenues or operating history. Our
address is 2620 Regatta Drive, Suite 102, Las Vegas, NV 89128. The telephone
number is 888-970-9463. While our address is in Nevada, our sole officer and
director currently operates our business from Ireland without an office and
through the use of phone and email.
We received our initial funding of $22,000 through the sale of common stock to
Aidan Buckley, an officer and director who purchased 5,500,000 shares of our
common stock at $0.004 per share on October 5, 2012. 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.
8
Our financial statements from inception (June 6, 2012) through March 31, 2014
report no revenues and a net loss of $42,572. Management estimates our cash
balance of $2,152 will allow the company to operate for another 2 months at the
current burn rate of $1,000 per month.
Our plan of operation will be funded by the $20,000 raised through our current
offering, if we are successful in completing the offering. Our independent
auditor has issued an audit opinion for Ticket To See which includes a statement
expressing substantial doubt as to our ability to continue as a going concern.
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.
RESULTS OF OPERATIONS
The following summary of our results of operations should be read in conjunction
with our financial statements included herein. Our operating results for the
three months ended March 31, 2014 and 2013 are summarized as follows:
Three Months Ended
March 31,
--------------------------------
2014 2013
-------- --------
Revenue $ 0 $ 0
Operating Expenses 11,898 4,814
-------- --------
Net Loss $ 11,898 $ 4,814
======== ========
REVENUES
We have not earned any revenues to date. We are presently in the development
stage of our business and we can provide no assurance that we begin earning
revenues.
EXPENSES
Our expenses for the three months ended March 31, 2014 and 2013 are outlined in
the table below:
Three Months Ended
March 31,
--------------------------------
2014 2013
-------- --------
Professional Fees $ 11,606 $ 4,276
General & Administrative 292 538
-------- --------
TOTAL EXPENSES $ 11,808 $ 4,814
======== ========
9
PROFESSIONAL FEES
Professional fees include our accounting and auditing expenses incurred in
connection with the preparation of our financial statements and professional
fees that we pay to our legal counsel. The increase in our professional fees is
associated with our developmental business activity.
We incurred operating losses in the amount of $42,572 from inception on June 6,
2012 through the period ended March 31, 2014. These operating expenses were
composed of professional fees and general and administrative expenses.
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 $2,500.
* 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 $1,000.
* 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 $6,500.
The total budget for phase one is approximately $10,000 and is expected to be
completed within 3-6 months of funding.
10
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.
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.
GOING CONCERN
We have not attained profitable operations and are dependent upon obtaining
financing to pursue any extensive development activities. For these reasons our
auditors stated in their report on our audited financial statements that they
have substantial doubt we will be able to continue as a going concern.
FINANCINGS AND SHARE ISSUANCE
Our operations to date have been funded by equity investment. All of our equity
funding has come from sales of shares to our officer and director and the funds
from our recent offering.
11
OFF-BALANCE SHEET ARRANGEMENTS
We have no significant off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
stockholders.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
N/A
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Management maintains "disclosure controls and procedures," as such term is
defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the
"Exchange Act"), that are designed to ensure that information required to be
disclosed in our Exchange Act reports is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission rules and forms, and that such information is accumulated and
communicated to management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.
In connection with the preparation of this quarterly report on Form 10-Q, an
evaluation was carried out by management, with the participation of the Chief
Executive Officer and the Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Exchange Act) as of March 31, 2014.
Based on that evaluation, management concluded, as of the end of the period
covered by this report, that our disclosure controls and procedures were
effective in recording, processing, summarizing, and reporting information
required to be disclosed, within the time periods specified in the Securities
and Exchange Commission's rules and forms.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
As of the end of the period covered by this report, there have been no changes
in the internal controls over financial reporting during the quarter ended March
31, 2014, that materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting subsequent to the date of
management's last evaluation.
12
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1(A) RISK FACTORS
There have been no changes to our risk factors from those disclosed in our Form
10-K for the year ended December 31, 2013.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
We did not issue any securities without registration pursuant to the Securities
Act of 1933 during the three months ended March 31, 2014.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
N/A
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
Exhibit
Number Description of Exhibit
------ ----------------------
31 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 Certification of Chief Executive
Officer and Chief Financial Officer pursuant to 18 U.S.C.
32 Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
101 Interactive data files pursuant to Rule 405 of Regulation S-T
13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TICKET TO SEE, INC.
By: /s/ Aidan Buckley
-----------------------------------
Aidan Buckley, President,
Chief Executive Officer and
Chief Financial Officer Director
Date: April 22, 2014
1