Attached files
As Filed With the Securities and Exchange Commission on August 6, 2013
Registration No. 333-187049
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1/A
AMENDMENT NO. 4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TICKET TO SEE, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
7999
(Primary Standard Industrial Classification Code Number)
32-0379665
(IRS Employer Identification No.)
2620 Regatta Drive, Suite 102
Las Vegas, NV 89128
Telephone 1-888-970-9463
(Address and telephone number of registrant's principal executive offices)
Copies to:
Chiang Law Office, P.C.
1700 North First Street, Suite 343
San Jose, CA 95112
Phone (415) 895-0688 Fax (415) 882-7239
(Name, address and telephone number of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement is declared effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act Registration Statement number of the earlier effective
Registration Statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company.
Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a Smaller reporting company)
CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered Share (1) Price Fee (2)
--------------------------------------------------------------------------------
Common Stock
Shares 2,000,000 $0.01 $20,000 $2.73
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(1) This is an initial offering and no current trading market exists for our
common stock. The offering price was arbitrarily determined by Ticket To
See Inc.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 under the Securities Act of 1933, as amended (the "Securities
Act").
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SUCH SECTION 8(A), MAY DETERMINE.
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TICKET TO SEE INC.
PROSPECTUS
2,000,000 SHARES
COMMON STOCK AT $.01 PER SHARE
This is the initial offering of common stock of Ticket To See Inc. and no public
market currently exists for the securities being offered. We are offering for
sale a total of 2,000,000 shares of common stock at a price of $.01 per share.
The offering is being conducted on a self-underwritten, all-or-none basis, which
means our officer and director will attempt to sell the shares. This Prospectus
will permit our officer and director to sell the shares directly to the public,
with no commission or other remuneration payable to him for any shares he may
sell. He will sell the shares and intends to offer them to friends, relatives,
acquaintances and business associates. In offering the securities on our behalf,
he will rely on the safe harbor from broker-dealer registration set out in Rule
3a4-1 under the Securities and Exchange Act of 1934. We intend to open a
standard, non-interest bearing, bank checking account to be used only for the
deposit of funds received from the sale of the shares in this offering. If all
the shares are not sold and the total offering amount is not deposited by the
expiration date of the offering, the funds will be promptly returned to the
investors, without interest or deduction; however there is no assurance we will
be able to return the funds as we are not holding the money in a trust or
similar account and a creditor may be able to execute a judgment against the
funds. The shares will be offered at a price of $.01 per share for a period of
one hundred and eighty (180) days from the effective date of this prospectus,
unless extended by our board of director for an additional 90 days. The offering
will end on __________, 2013 (date to be inserted in a subsequent amendment).
Offering Price Proceeds to Company
Per Share Commissions Before Expenses
--------- ----------- ---------------
Common Stock $0.01 Not Applicable $20,000
Total $0.01 Not Applicable $20,000
Ticket To See Inc. is a development stage company and currently has no
operations. Any investment in the shares offered herein involves a high degree
of risk. You should only purchase shares if you can afford a loss of your
investment. Our independent auditor has issued an audit opinion for Ticket To
See Inc. which includes a statement expressing substantial doubt as to our
ability to continue as a going concern. We are an Emerging Growth Company as
defined in the Jumpstart Our Business Startups (JOBS) Act.
As of the date of this prospectus, our stock is presently not traded on any
market or securities exchange and there is no assurance that a trading market
for our securities will ever develop.
THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE SECTION OF THIS
PROSPECTUS ENTITLED "RISK FACTORS", BEGINNING ON PAGE 4, BEFORE BUYING ANY
SHARES OF OUR COMMON STOCK.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE WILL
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S.
SECURITIES AND EXCHANGE COMMISSION HAS BEEN CLEARED OF COMMENTS AND IS DECLARED
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS
NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OF
SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED ___________, 2013
TABLE OF CONTENTS
Page No.
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SUMMARY OF PROSPECTUS 3
General Information 3
The Offering 3
RISK FACTORS 4
Risks Associated with our Business 4
Risks Associated with this Offering 8
USE OF PROCEEDS 10
DETERMINATION OF OFFERING PRICE 11
DILUTION 11
PLAN OF DISTRIBUTION 12
Offering will be Sold by Our Officer and Director 12
Terms of the Offering 13
Deposit of Offering Proceeds 13
Procedures and Requirements for Subscribing 13
DESCRIPTION OF SECURITIES 13
INTEREST OF NAMED EXPERTS AND COUNSEL 14
DESCRIPTION OF OUR BUSINESS 14
Executive Summary 14
Distribution Methods 16
Competitive Strengths and Strategy 21
Sources and Availability of Raw Materials 22
Dependence on one or a few Major Customers 23
Patents, Trademarks, Franchises, Concessions, Royalty Agreements
or Labor Contracts 23
Need for Government Approval for Proposed Products or Services 23
Bankruptcy or Similar Proceedings 23
Reorganization, Purchase or Sale of Assets 23
Effects of Existing or Probable Government Regulation 23
Research and Development Costs during the Last Two Years 23
Costs and Effects of Compliance with Environmental Laws 23
Employees and Employment Agreements 24
DESCRIPTION OF PROPERTY 24
LEGAL PROCEEDINGS 24
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 24
REPORTS TO SECURITY HOLDERS 25
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 25
DIRECTOR, EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSON 29
EXECUTIVE COMPENSATION 31
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 32
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 33
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES 33
AVAILABLE INFORMATION 33
FINANCIAL STATEMENTS 34
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 34
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TICKET TO SEE INC.
2620 REGATTA DRIVE, SUITE 102
LAS VEGAS, NV 89128
PROSPECTUS SUMMARY
AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, "WE," "US,"
"OUR," "THE COMPANY" AND "TICKET TO SEE" REFERS TO TICKET TO SEE INC. THE
FOLLOWING SUMMARY IS NOT COMPLETE AND DOES NOT CONTAIN ALL OF THE INFORMATION
THAT MAY BE IMPORTANT TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS BEFORE
MAKING AN INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK.
GENERAL INFORMATION ABOUT OUR COMPANY
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 this
offering. We intend to use the net proceeds from this offering to develop our
business operations. (See "Business of the Company" and "Use of Proceeds".) We
are a development stage company with no revenues or operating history. Our
address is 2620 Regatta Drive, Suite 102, Las Vegas, NV 89128. The telephone
number is 888-970-9463. While our address is in Nevada, our sole officer and
director currently operates our business from Ireland without an office and
through the use of phone and email.
We received our initial funding of $22,000 through the sale of common stock to
Aidan Buckley, an officer and director who purchased 5,500,000 shares of our
common stock at $0.004 per share on October 5, 2012. Our financial statements
from inception (June 6, 2012) through March 31, 2013 report no revenues and a
net loss of $9,861. Management estimates our cash balance will allow the company
to operate for another 10 months at the current burn rate of $1,500 per month.
Our plan of operation as outlined later in this prospectus will be funded by the
$20,000 raised through this offering, if we are successful in completing the
offering. Our independent auditor has issued an audit opinion for Ticket To See
which includes a statement expressing substantial doubt as to our ability to
continue as a going concern.
There is no current public market for our securities. As our stock is not
publicly traded, investors should be aware they probably will be unable to sell
their shares and their investment in our securities is not liquid.
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.
THE OFFERING
The Issuer: Ticket To See Inc.
Securities Being Offered: 2,000,000 shares of common stock.
Price per Share: $0.01
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Offering Period: The shares are offered for a period not to exceed
180 days, unless extended by our board of
directors for an additional 90 days.
Net Proceeds: $20,000
Securities Issued
and Outstanding: 5,500,000 shares of common stock were issued and
outstanding as of the date of this prospectus.
Registration Costs: We estimate our total offering registration costs
to be $6,400.
Risk Factors: See "Risk Factors" and the other information in
this prospectus for a discussion of the factors
you should consider before deciding to invest in
shares of our common stock.
We are an Emerging Growth Company as defined in the Jumpstart Our Business
Startups (JOBS) Act. We shall continue to be deemed an emerging growth company
until the earliest of: (A) the last day of the fiscal year of the issuer during
which it had total annual gross revenues of $1,000,000,000 (as such amount is
indexed for inflation every 5 years by the Commission to reflect the change in
the Consumer Price Index for All Urban Consumers published by the Bureau of
Labor Statistics, setting the threshold to the nearest 1,000,000) or more;
(B) the last day of the fiscal year of the issuer following the fifth
anniversary of the date of the first sale of common equity securities of the
issuer pursuant to an effective registration statement under this title;
(C) the date on which such issuer has, during the previous 3-year period, issued
more than $1,000,000,000 in non-convertible debt; or
(D) the date on which such issuer is deemed to be a `large accelerated filer',
as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any
successor thereto.'.
As an emerging growth company we are exempt from Section 404(b) of Sarbanes
Oxley. Section 404(a) requires Issuers to publish information in their annual
reports concerning the scope and adequacy of the internal control structure and
procedures for financial reporting. This statement shall also assess the
effectiveness of such internal controls and procedures.
Section 404(b) requires that the registered accounting firm shall, in the same
report, attest to and report on the assessment on the effectiveness of the
internal control structure and procedures for financial reporting.
RISK FACTORS
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
prospectus 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.
RISKS ASSOCIATED WITH OUR BUSINESS
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 any shares you purchase in this offering.
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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. In order for
us to continue with our plans and open our business, we must raise our initial
capital to do so through this Offering. The timing of the completion needed to
commence operations and generate revenues is contingent on the success of this
Offering. 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 you decide to purchase shares in this offering
and 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
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,
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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
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.
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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 this
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 other than the Offering described in this prospectus, 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
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.
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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.
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.
RISKS ASSOCIATED WITH THIS OFFERING
THE TRADING IN OUR SHARES WILL BE REGULATED BY THE SECURITIES AND EXCHANGE
COMMISSION RULE 15G-9 WHICH ESTABLIHES THE DEFINITION OF A "PENNY STOCK."
8
The shares being offered are defined as a penny stock under the Securities and
Exchange Act of 1934, and rules of the Commission. The Exchange Act and such
penny stock rules generally impose additional sales practice and disclosure
requirements on broker-dealers who sell our securities to persons other than
certain accredited investors who are, generally, institutions with assets in
excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or
annual income exceeding $200,000 ($300,000 jointly with spouse), or in
transactions not recommended by the broker-dealer. For transactions covered by
the penny stock rules, a broker dealer must make certain mandated disclosures in
penny stock transactions, including the actual sale or purchase price and actual
bid and offer quotations, the compensation to be received by the broker-dealer
and certain associated persons, and deliver certain disclosures required by the
Commission. Consequently, the penny stock rules may make it difficult for you to
resell any shares you may purchase, if at all.
WE ARE DEEMED AS A "SHELL COMPANY" UNDER THE RULE 12B-2 OF THE EXCHANGE ACT, SO
RESALE OF OUR SHARES IS NOT PERMITTED UNDER RULE 144(I) UNTIL 12 MONTHS AFTER
THE COMPANY IS NO LONGER CONSIDERED A SHELL COMPANY.
We are deemed as a shell company as defined by Rule 12b-2 of the Exchange Act.
Rule 12b-2 of the Exchange Act defines a "shell company" as a registrant that
has "nominal operations" and "assets consisting solely of cash and cash
equivalents and nominal other assets." Our shell company status prevents
investor to resell our shares under Rule 144(i) unless and until 12 months after
we are no longer considered a shell company. We cannot predict that if and when
we may no longer be considered as a shell company. Investors may be unable to
liquidate their investment under Rule 144(i) for an indefinite long period of
time.
DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY
SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.
We are not registered on any public stock exchange. There is presently no demand
for our common stock and no public market exists for the shares being offered in
this prospectus. We plan to contact a market maker immediately following the
completion of the offering and apply to have the shares quoted on the
Over-The-Counter Electronic Bulletin Board (OTCBB). The OTCBB is a regulated
quotation service that displays real-time quotes, last sale prices and volume
information in over-the-counter (OTC) securities. The OTCBB is not an issuer
listing service, market or exchange. Although the OTCBB does not have any
listing requirements per se, to be eligible for quotation on the OTCBB, issuers
must remain current in their filings with the SEC or applicable regulatory
authority. Market makers are not permitted to begin quotation of a security
whose issuer does not meet his filing requirement. Securities already quoted on
the OTCBB that become delinquent in their required filings will be removed
following a 30 to 60 day grace period if they do not make their required filing
during that time. We cannot guarantee that our application will be accepted or
approved and our stock listed and quoted for sale. As of the date of this
filing, there have been no discussions or understandings between Ticket To See
and anyone acting on our behalf, with any market maker regarding participation
in a future trading market for our securities. If no market is ever developed
for our common stock, it will be difficult for you to sell any shares you
purchase in this offering. In such a case, you may find that you are unable to
achieve any benefit from your investment or liquidate your shares without
considerable delay, if at all. In addition, if we fail to have our common stock
quoted on a public trading market, your common stock will not have a
quantifiable value and it may be difficult, if not impossible, to ever resell
your shares, resulting in an inability to realize any value from your
investment.
WE WILL BE HOLDING ALL THE PROCEEDS FROM THE OFFERING IN A STANDARD BANK
CHECKING ACCOUNT UNTIL ALL SHARES ARE SOLD. BECAUSE THE SHARES ARE NOT HELD IN
AN ESCROW OR TRUST ACCOUNT THERE IS A RISK YOUR MONEY WILL NOT BE RETURNED IF
ALL THE SHARES ARE NOT SOLD.
All funds received from the sale of shares in this offering will be deposited
into a standard bank checking account until all shares are sold and the offering
is closed, at which time, the proceeds will be transferred to our business
operating account. In the event all shares are not sold we have committed to
9
promptly return all funds to the original purchasers. However since the funds
will not be placed into an escrow, trust or other similar account, there can be
no guarantee that any third party creditor who may obtain a judgment or lien
against us would not satisfy the judgment or lien by executing on the bank
account where the offering proceeds are being held, resulting in a loss of any
investment you make in our securities.
YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION OF THE PRICE YOU PAY FOR YOUR
SHARES.
Our existing stockholder acquired his shares at a cost of $.004 per share, a
cost per share substantially less than that which you will pay for the shares
you purchase in this offering. Upon completion of this offering the net tangible
book value of the shares held by our existing stockholder (5,500,000 shares)
will be increased by $.002 per share without any additional investment on his
part. The purchasers of shares in this offering will incur immediate dilution (a
reduction in the net tangible book value per share from the offering price of
$.01 (per share) to $0.005 per share. As a result, after completion of the
offering, the net tangible book value of the shares held by purchasers in this
offering would be $.005 per share, reflecting an immediate dilution of $.005.
WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE.
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.
Our business plan allows for the payment of the estimated $6,400 cost of this
registration statement to be paid from existing cash on hand. If necessary, our
directors have verbally agreed to loan the Company funds to complete the
registration process. We plan to contact a market maker immediately following
the close of the offering and apply to have the shares quoted on the OTC
Electronic Bulletin Board. To be eligible for quotation, issuers must remain
current in their filings with the SEC. In order for us to remain in compliance
we will require future revenues to cover the cost of these filings, which could
comprise a substantial portion of our available cash resources. We estimate the
annual costs and expenses for SEC reporting and compliance to be $10,000. If we
are unable to generate sufficient revenues to remain in compliance it may be
difficult for you to resell any shares you may purchase, if at all.
AIDAN BUCKLEY, A DIRECTOR OF THE COMPANY, BENEFICIALLY OWNS 100% OF THE
OUTSTANDING SHARES OF OUR COMMON STOCK. AFTER THE COMPLETION OF THIS OFFERING HE
WILL OWN 74% OF THE OUTSTANDING SHARES. IF HE CHOOSES TO SELL HIS SHARES IN THE
FUTURE, IT MIGHT HAVE AN ADVERSE EFFECT ON THE PRICE OF OUR STOCK.
Due to the amount of Mr. Buckley's share ownership in our company, if he chooses
to sell his shares in the public market, the market price of our stock could
decrease and all shareholders suffer a dilution of the value of their stock. If
he does sell any of his common stock, he will be subject to Rule 144 under the
1933 Securities Act which will restrict his ability to sell his shares.
AFTER COMPLETION OF THE OFFERING AIDAN BUCKLEY WILL CONTINUE TO EXERCISE
SIGNIFICANT CONTROL OVER THE COMPANY DUE TO HIS PERCENTAGE OF OWNERSHIP OF OUR
COMMON STOCK.
After the completion of this offering, Aidan Buckley, an executive officer and
director, will own 74% of our common stock. He will have a significant influence
in determining the outcome of all corporate transactions, including approval of
significant corporate transactions, changes in control of the company or other
corporate matters. He may make decisions without regard to the interests of
minority shareholders.
USE OF PROCEEDS
Assuming sale of all of the shares offered herein, of which there is no
assurance, the net proceeds from this offering will be $20,000. The proceeds are
expected to be disbursed, in the priority set forth below, during the first
twelve (12) months after the successful completion of the offering:
10
Planned Expenditures Over
Category the Next 12 Months
-------- ------------------
Website $ 3,500
Merchant Accounts $ 1,000
Marketing $ 9,500
Legal and Accounting $ 4,500
Administrative $ 1,500
-------
TOTAL PROCEEDS TO COMPANY $20,000
=======
We will establish a separate bank account and all proceeds will be deposited
into that account until the total amount of the offering is received and all
shares are sold, at which time the funds will be released to us for use in our
operations. In the event we do not sell all of the shares before the expiration
date of the offering, all funds will be returned promptly to the subscribers,
without interest or deduction. There is no assurance we will be able to return
the funds as we are not holding the money in a trust or similar account and a
creditor may be able to execute a judgment against the funds. We estimate our
offering costs to be $6,400 which will be paid from our current cash on hand. We
do not anticipate having a shortage of cash prior to the offering being
completed, however; if necessary, our directors have verbally agreed to loan the
Company funds to complete the registration process. The loan would be
interest-free with no specific terms of repayment, but not payable from proceeds
of the offering. We will require full funding from the offering to implement our
complete business plan.
DETERMINATION OF OFFERING PRICE
The offering price of the shares has been determined arbitrarily by us. The
price does not bear any relationship to our assets, book value, earnings, or
other established criteria for valuing a privately-held company. In determining
the number of shares to be offered and the offering price, we took into
consideration our cash on hand and the amount of money we would need to
implement our business plans. Accordingly, the offering price should not be
considered an indication of the actual value of the securities.
DILUTION
Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing shareholders.
As of March 31, 2013, the net tangible book value of our shares was $12,139 or
($.002) per share, based upon 5,500,000 shares outstanding.
Upon completion of this offering, but without taking into account any change in
the net tangible book value after completion of this offering other than that
resulting from the sale of the shares and receipt of the total proceeds of
$20,000, the net tangible book value of the 7,500,000 shares to be outstanding
will be $32,139, or approximately $.004 per share. Accordingly, the net tangible
book value of the shares held by our existing stockholder (5,500,000 shares)
will be increased by $.002 per share without any additional investment on his
part. The purchasers of shares in this offering will incur immediate dilution (a
reduction in the net tangible book value per share from the offering price of
$.01 (per share) of $.006 per share. As a result, after completion of the
offering, the net tangible book value of the shares held by purchasers in this
offering would be $.004 per share, reflecting an immediate reduction in the $.01
price per share they paid for their shares. After completion of the offering,
the existing shareholder will own 74% of the total number of shares then
outstanding, for which he will have made an investment of $22,000 or $.004 per
share. Upon completion of the offering, the purchasers of these shares offered
hereby will own 26% of the total number of shares then outstanding, for which
they will have made a cash investment of $20,000, or $.01 per share.
11
The following table illustrates the per share dilution to the new investors:
Public Offering Price Per Share $.01
Net Tangible Book Value Prior to this Offering $.002
Net Tangible Book Value After Offering $.004
Immediate Dilution per Share to New Investors $.006
The following table summarizes the number and percentages of shares purchased,
the amount and percentage of consideration paid and the average price per share
paid by our existing stockholder and by new investors in this offering:
Total
Price Number of Percent of Consideration
Per Share Shares Held Ownership Paid
--------- ----------- --------- ----
Existing Shareholder $.004 5,500,000 74% $22,000
Investors in this
Offering $.01 2,000,000 26% $20,000
PLAN OF DISTRIBUTION
OFFERING WILL BE SOLD BY OUR OFFICER AND DIRECTOR
This is a self-underwritten offering. This prospectus permits our officer and/or
director to sell the shares directly to the public, with no commission or other
remuneration payable to him for any shares he may sell. There are no plans or
arrangement to enter into any contracts or agreements to sell the shares with a
broker or dealer. Our officer and director, Aidan Buckley, will sell the shares
and intends to offer them to friends, relatives, acquaintances and business
associates. In offering the securities on our behalf, he will rely on the safe
harbor from broker dealer registration set out in Rule 3a4-1 under the
Securities Exchange Act of 1934.
Our officer and director will not register as broker-dealers pursuant to Section
15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which
sets forth those conditions under which a person associated with an Issuer may
participate in the offering of the Issuer's securities and not be deemed to be a
broker-dealer.
a. Our officer/director was not subject to a statutory disqualification,
as that term is defined in Section 3(a)(39) of the Act, at the time of
his participation; and,
b. Our officer/director will not be compensated in connection with his
participation by the payment of commissions or other remuneration
based either directly or indirectly on transaction in securities; and
c. Our officer/director is not, nor will he be at the time of his
participation in the offering, an associated person of a
broker-dealer; and
d. Our officer/director meets the conditions of paragraph (a)(4)(ii) of
Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs or
is intended primarily to perform at the end of the offering,
substantial duties for or on behalf of our company, other than in
connection with transactions in securities; and (B) is not a broker or
dealer, or been an associated person of a broker or dealer, within the
preceding twelve months; and (C) has not participated in selling and
offering securities for any Issuer more than once every twelve months
other than in reliance on Paragraphs (a)(4)(i) or (a) (4)(iii).
Aidan Buckley will be offering the securities, may each be deemed to be an
underwriter of this offering within the meaning of that term as defined in
Section 2(11) of the Securities Act of 1933, as amended. He intends to find
purchasers by discussing this offering with past and present friends and
business associates, as well as the friends and business associates of friends
and business associates. A copy of this prospectus will be provided to any
prospective investor.
Our officer, director, control person and affiliates of same do not intend to
purchase any shares in this offering.
12
TERMS OF THE OFFERING
The shares will be sold at the fixed price of $.01 per share until the
completion of this offering. There is no minimum amount of subscription required
per investor, and subscriptions, once received, are irrevocable.
This offering will commence on the date of this prospectus and will continue for
a period of 180 days (the "Expiration Date"), unless extended by our Board of
Directors for an additional 90 days.
DEPOSIT OF OFFERING PROCEEDS
This is an "all or none" offering and, as such, we will not be able to spend any
of the proceeds unless all the shares are sold and all proceeds are received. We
intend to hold all funds collected from subscriptions in a separate bank account
until the total amount of $20,000 has been received. At that time, the funds
will be transferred to our business account for use in implementation of our
business plan. In the event the offering is not sold out prior to the Expiration
Date, all money will be promptly returned to the investors, without interest or
deduction. We determined the use of the standard bank account was the most
efficient use of our current limited funds. There is no assurance we will be
able to return the funds as we are not holding the money in a trust or similar
account and a creditor may be able to execute a judgment against the funds.
Please see the "Risk Factors" section to read the related risk to you as a
purchaser of any shares.
PROCEDURES AND REQUIREMENTS FOR SUBSCRIPTION
If you decide to subscribe to any shares in this offering, you will be required
to execute a Subscription Agreement and tender it, together with a check or bank
money order made payable to Ticket To See Inc. Subscriptions, once received by
the Company, are irrevocable.
DESCRIPTION OF SECURITIES
COMMON STOCK
Our Articles of Incorporation authorizes the issuance of 75,000,000 shares of
common stock, $0.001 par value per share. The holders of our common stock:
* have equal ratable rights to dividends from funds legally available if
and when declared by our board of directors;
* are entitled to share ratably in all of our assets available for
distribution to holders of common stock upon liquidation, dissolution
or winding up of our affairs;
* do not have preemptive, subscription or conversion rights and there
are no redemption or sinking fund provisions or rights; and
* are entitled to one non-cumulative vote per share on all matters on
which stockholders may vote.
NON-CUMULATIVE VOTING
Holders of shares of our common stock do not have cumulative voting rights,
which means that the holders of more than 50% of the outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if
they so choose, and, in that event, the holders of the remaining shares will not
be able to elect any of our directors. A current officer and director owns 100%
of our outstanding shares.
CASH DIVIDENDS
As of the date of this prospectus, we have not paid any cash dividends to
stockholders. The declaration of any future cash dividend will be at the
discretion of our board of directors and will depend upon our earnings, if any,
our capital requirements and financial position, our general economic
conditions, and other pertinent conditions. It is our present intention not to
pay any cash dividends in the foreseeable future, but rather to reinvest
earnings, if any, in our business operations.
13
REPORTS
We are not required to furnish you with an annual report. We will be required to
file reports with the SEC under section 15(d) of the Securities Act upon
effectiveness of the registration statement. The reports will be filed
electronically. The reports we will be required to file are on forms 10-K, 10-Q,
and 8-K. You may read copies of any materials we file with the SEC at the SEC's
Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. You may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that will contain
copies of the reports we file electronically. The address for the Internet site
is www.sec.gov.
RULE 144 - SHELL COMPANY STATUS
All of the presently outstanding shares of our common stock are "restricted
securities" as defined under Rule 144 promulgated under the Securities Act and
may only be sold pursuant to an effective registration statement or an exemption
from registration, if available. In addition, at the present time, the Company
is classified as a "shell company" under Rule 405 of the Securities Act. As
such, all restricted securities presently held by the founder of the Company may
not be resold in reliance on Rule 144 until: (1) the Company files Form 10
information with the SEC when it ceases to be a "shell company"; (2) the Company
has 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 the
Company files the current Form 10 type information with the SEC reflecting its
status as an entity that is not a shell company.
Pursuant to Rule 144, one year must elapse from the time a "shell company", as
defined in Rule 405, ceases to be a "shell company" and files Form 10
information with the SEC, before a restricted shareholder can resell their
holdings in reliance on Rule 144. Form 10 information is equivalent to
information that a company would be required to file if it were registering a
class of securities on Form 10 under the Securities and Exchange Act of 1934
(the "Exchange Act"). Under the amended Rule 144, restricted or unrestricted
securities, that were initially issued by a reporting or non-reporting shell
company or an Issuer that has at any time previously a reporting or
non-reporting shell company as defined in Rule 405, can only be resold in
reliance on Rule 144 if the following conditions are met: (1) the issuer of the
securities that was formerly a reporting or non-reporting shell company has
ceased to be a shell company; (2) the issuer of the securities is subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act; (3) the
issuer of the securities has filed all reports and material required to be filed
under Section 13 or 15(d) of the Exchange Act, as applicable, during the
preceding twelve months (or shorter period that the Issuer was required to file
such reports and materials), other than Form 8-K reports; and (4) at least one
year has elapsed from the time the issuer filed the current Form 10 type
information with the SEC reflecting its status as an entity that is not a shell
company.
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.
INTEREST OF NAMED EXPERTS AND COUNSEL
None of the below described experts or counsel have been hired on a contingent
basis and none of them will receive a direct or indirect interest in the
Company.
The Chiang Law Office, P.C. has passed upon the validity of the shares being
offered.
14
Paritz & Company, P.A., 15 Warren Street, Suite 25, Hackensack, NJ 07601, an
independent certified public accounting firm, has audited our financial
statements included in this prospectus and registration statement to the extent
and for the periods set forth in the audit report. Paritz & Company, P.A. has
presented their report with respect to our audited financial statements and it
is included in reliance upon their authority as experts in accounting and
auditing.
DESCRIPTION OF OUR 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. We will require the funds from this
offering to implement our business plans. 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.
15
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: o Website development.
* 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.
16
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.
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.
Following receipt of funding, 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 $12,000.
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 $4,300.
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.
Expenses related to phase two are estimated at $3,700.
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, xocial 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).
17
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.
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.
18
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
* 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.
19
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,
Attractions or Ski Areas * Arts councils
* Air shows, Boat Shows, Car * Churches
Shows
* Radio Station
* Festivals, Fairs, Concerts,
or Special Events
* Radio Station Events
* Rodeo venues
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.
20
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.
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."
21
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.
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).
22
* 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.
Depending on funding, Ticket To See may engage a recognized e-business architect
to assist us further with these efforts.
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 Web site 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
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.
23
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. Once the offering is complete we will hire additional staff if we
generate enough revenue to support the expense. The number of additional staff
will depend upon our growth.
DESCRIPTION OF PROPERTY
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.
LEGAL PROCEEDINGS
We are not involved in any pending legal proceeding nor are we aware of any
pending or threatened litigation against us.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
No public market currently exists for shares of our common stock. Following
completion of this offering, we intend to apply to have our common stock listed
for quotation on the Over-the-Counter Bulletin Board.
PENNY STOCK RULES
The Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the FINRA system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
24
A purchaser is purchasing penny stock which limits the ability to sell the
stock. The shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act of 1934. The shares will remain penny stocks for the
foreseeable future. The classification of penny stock makes it more difficult
for a broker-dealer to sell the stock into a secondary market, which makes it
more difficult for a purchaser to liquidate his/her investment. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and
Exchange Act of 1934. Rather than creating a need to comply with those rules,
some broker-dealers will refuse to attempt to sell penny stock.
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document, which:
- contains a description of the nature and level of risk in the market
for penny stock in both public offerings and secondary trading;
- contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer with
respect to a violation of such duties or other requirements of the
Securities Act of 1934, as amended;
- contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" price for the penny stock and the
significance of the spread between the bid and ask price;
- contains a toll-free telephone number for inquiries on disciplinary
actions;
- defines significant terms in the disclosure document or in the conduct
of trading penny stocks; and
- contains such other information and is in such form (including
language, type, size and format) as the Securities and Exchange
Commission shall require by rule or regulation.
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:
- the bid and offer quotations for the penny stock;
- the compensation of the broker-dealer and its salesperson in the
transaction;
- the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
- monthly account statements showing the market value of each penny
stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.
REGULATION M
Our CEO, who will offer and sell the shares, is aware that he is required to
comply with the provisions of Regulation M promulgated under the Securities
Exchange Act of 1934, as amended. With certain exceptions, Regulation M
precludes an officer and director, sales agent, any broker-dealer or other
person who participate in the distribution of shares in this offering from
bidding for or purchasing, or attempting to induce any person to bid for or
purchase any security which is the subject of the distribution until the entire
distribution is complete.
25
REPORTS TO SECURITY HOLDERS
Upon effectiveness of the registration statement, of which this prospectus is a
part, will be subject to certain reporting requirements by the U.S. Securities
and Exchange Commission (SEC) and will furnish annual financial reports to our
stockholders, certified by our independent accountants, and will furnish
un-audited quarterly financial reports in our quarterly reports filed
electronically with the SEC. All reports and information filed by us can be
found at the SEC website, www.sec.gov.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
We have generated no revenue since inception and have incurred $9,861 in
expenses through March 31, 2013. The following table provides selected financial
data about our company for the period from the date of incorporation through
March 31, 2013 and our yearend of 12/31/12. For detailed financial information,
see the financial statements included in this prospectus.
Balance Sheet Data: 3/31/2013 12/31/2012
------------------- --------- ----------
Cash $15,482 $22,052
Total assets $15,482 $22,052
Total liabilities $ 3,343 $ 5,099
Shareholders' equity $12,139 $16,953
Other than the shares offered by this prospectus, no other source of capital has
been identified or sought. If we experience a shortfall in operating capital
prior to funding from the proceeds of this offering, our CEO has verbally agreed
to advance the Company funds to complete the registration process.
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 $15,482 with $3,343 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 receive funding. If we experience a
shortage of funds prior to funding we may utilize funds from our CEO, who has
informally agreed to advance funds to allow us to pay for offering costs, filing
fees, and professional fees; however she has no formal commitment, arrangement
or legal obligation to advance or loan funds to the Company. In order to achieve
our business plan goals, we will need the funding from this offering. We are a
development stage company and have generated no revenue to date. We have sold
$22,000 in equity securities to pay for our minimum level of operations.
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 to be raised in the 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. Following receipt of funding from this offering, we plan to
commence our business plan for the following 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.
26
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, including legal and accounting costs of $1,500
and administrative expenses of $500 is approximately $12,000 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 approximately $4,300 which includes costs of $800 for
website, $1,500 for marketing, $1,500 for legal and accounting and $500 for
administrative expenses. 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 costs for the use of proceeds for this timeframe are
estimated at $3,700 which includes $200 for website, $1,500 for marketing,
$1,500 for legal and accounting and $500 for administrative expenses 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.
27
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 are seeking funding from this offering to provide the
capital required to implement the business plan. We believe that the funds from
this offering will allow us to operate for one year.
LIQUIDITY AND CAPITAL RESOURCES
To meet our need for cash we are attempting to raise money from this offering.
We cannot guarantee that we will be able to sell all the shares required. If we
are successful any money raised will be applied to the items set forth in the
Use of Proceeds section of this prospectus.
Management estimates our cash balance will allow the company to operate for
another 10 months at the current burn rate of $1,500 per month. Our plan of
operation as outlined in this prospectus will be funded by the $20,000 raised
through this offering, if we are successful in completing the offering.
Our executive officer has verbally agreed to advance funds as needed for filing
and professional fees until the offering is completed or failed. While he has
agreed to advance the funds, the agreement is verbal and is unenforceable as a
matter of law. If he does loan the company operating funds the terms of these
loans are non-interest bearing with no specific terms of repayment other than
they will not be repaid from the proceeds of the offering.
If the Company has customers or revenue during our initial 12-month period, the
business plan may change or be accelerated. There can, however, be no assurance
that the Company will have either customers or revenue.
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. From inception until the
date of this filing we have had no operating activities. Our financial
statements from inception (June 6, 2012) through March 31, 2013 report no
revenues and net losses of $9,861.
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.
28
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
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
29
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.
DIRECTOR, EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSON
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 38 Chairman and CEO, President,
2620 Regatta Drive, Suite 102 Secretary, CFO, Treasurer and
Las Vegas, NV 89128 Director
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.
30
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.
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. No officer or director salaries will be paid from the proceeds of
this offering. We do not have any employment agreements in place with our
officer and director. We also do not currently have any benefits, such as health
or life insurance, available to our employee.
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, 2012 0 0 0 0 0 0 0 0
CEO, Director
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
31
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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the number of
shares of our common stock owned beneficially as of the date of this prospectus
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
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
prospectus. As of the date of this prospectus, there were 5,500,000 shares
of our common stock issued and outstanding.
32
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 this offering (which
would be immediately resalable after the 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. Our principal shareholder does not have any plans to sell
his shares at any time after this offering is complete.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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, 2012 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 upon completion
of this offering and, in any event, prior to hiring any additional employees.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the small business issuer pursuant to the By-Laws of the Company, or
otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act, and is, therefore unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment of expenses incurred or paid by a director, officer or
controlling person in the successful defense of any action, suit or proceeding)
is asserted by such director, officer, or other control person in connection
with the securities being registered, we will, unless in the opinion of our
legal counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it, is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
AVAILABLE INFORMATION
We have filed a registration statement on Form S-1, of which this prospectus is
a part, with the U.S. Securities and Exchange Commission. Upon completion of the
registration, we will be subject to the informational requirements of the
Exchange Act and, in accordance therewith, will file all requisite reports, such
as Forms 10-K, 10-Q and 8-K, proxy statements, under Sec.14 of the Exchange Act,
33
and other information with the Commission. Such reports, proxy statements, this
registration statement and other information, may be inspected and copied at the
public reference facilities maintained by the Commission at 100 F Street NE,
Washington, D.C. 20549. Copies of all materials may be obtained from the Public
Reference Section of the Commission's Washington, D.C. office at prescribed
rates. You may obtain information regarding the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The Commission also
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission at http://www.sec.gov
FINANCIAL STATEMENTS
The financial statements of Ticket To See for the year ended December 31, 2012
and related notes, included in this prospectus have been audited by Paritz &
Company, P.A, and have been so included in reliance upon the opinion of such
accountants given upon their authority as an expert in auditing and accounting.
The financial statements of Ticket To See for the three months ended March 31,
2013 and related notes, included in this prospectus have been reviewed by Paritz
& Company, P.A.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
We have had no changes in or disagreements with our accountants.
34
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 balance sheet of Ticket to See, Inc. as of
December 31, 2012 and the related statements of operations, stockholders' equity
and cash flows for the period June 6, 2012 (Inception) to December 31, 2012.
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 audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit 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 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, 2012, and the results of its operations and cash flows for the
period June 6, 2012 (Inception) to December 31, 2012 in conformity with accepted
accounting principles generally accepted in the United States of America.
/s/ Paritz & Company, P.A.
-----------------------------------------
Hackensack, New Jersey
February 26, 2013
F-1
TICKET TO SEE INC.
(A Development Stage Company)
Balance Sheet
December 31, 2012
-----------------
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $ 22,052
--------
TOTAL CURRENT ASSETS $ 22,052
========
LIABILITIES AND STOCKHOLDERS DEFICIENCY
Current Liabilities
Note payable - Related party $ 1,099
Accrued liability 4,000
--------
Total current liabilities 5,099
--------
SHAREHOLDERS' EQUITY
Common Stock - $0.001 par value; 75,000,000 shares authorized; 5,500
5,500,000 shares issued and outstanding at December 31, 2012
Additional paid-in-capital 16,500
Deficit accumulated during development stage (5,047)
--------
TOTAL STOCKHOLDERS' EQUITY 16,953
--------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 22,052
========
See accompanying notes to financial statements
F-2
TICKET TO SEE INC.
(A Development Stage Company)
Statement of Operations
From Inception (June 6, 2012) to December 31, 2012
December 31, 2012
-----------------
REVENUES $ --
COST OF SALES --
----------
Gross Margin --
----------
OPERATING EXPENSES
General & administrative expenses 1,047
Professional Fees 4,000
----------
TOTAL OPERATING EXPENSES 5,047
OTHER INCOME --
(LOSS) BEFORE INCOME TAX EXPENSE (5,047)
----------
Income tax expense --
----------
Net (loss) $ (5,047)
==========
Basic and diluted net loss per share $ (0.00)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 2,300,481
See accompanying notes to financial statements
F-3
TICKET TO SEE INC.
(A Development Stage Company)
Statements of Stockholder's Equity
Deficit
Accumulated
Common Stock Additional During Total
-------------------- 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
========== ======= ======== ======== ========
See accompanying notes to financial statements
F-4
TICKET TO SEE INC.
(A Development Stage Company)
Statements of Cash Flows
From Inception (June 6, 2012) to December 31, 2012
Year ended
December 31, 2012
-----------------
CASH FLOWS FROM OPERATIING ACTIVITIES:
Net (Loss) $ (5,047)
Adjustments to reconcile net loss to net
cash used in operating activities
Changes in operating assets and liabilities
Increase (decrease) in accrued liabilities 4,000
--------
NET CASH USED IN OPERATING ACTIVITIES (1,047)
--------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock 22,000
Proceeds of loan from related party 1,099
--------
NET CASH PROVIDED BY FINANCING ACTIVITIES 23,099
--------
NET INCREASE IN CASH AND CASH EQUIVALENTS 22,052
--------
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD --
--------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 22,052
========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ --
--------
Income Taxes $ --
--------
See accompanying notes to financial statements
F-5
TICKET TO SEE INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2012
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, 2012 the Company has accumulated losses of $5,047.
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 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.
F-6
TICKET TO SEE INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2012
NOTE 1. OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (con't)
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.
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 period 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.
At December 31, 2012, there were no outstanding stock options or warrants.
F-7
TICKET TO SEE INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2012
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, 2012 the Company had net operating loss carry forwards of
approximately $5,047 that may be available to reduce future years' taxable
income through 2027. 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, 2012
-----------------
Net Operating Loss $ 5,047
Statutory Tax Rate 34%
Deferred Tax Asset $ 1,716
Valuation Allowance $(1,716)
-------
Net Deferred Tax Asset $ --
=======
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 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.
F-8
TICKET TO SEE INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2012
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, 2012 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, 2012 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.
F-9
TICKET TO SEE INC.
(A Development Stage Company)
Balance Sheet
(Unaudited)
March 31, 2013 December 31, 2012
-------------- -----------------
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $ 15,482 $ 22,052
-------- --------
TOTAL CURRENT ASSETS $ 15,482 $ 22,052
======== ========
LIABILITIES AND STOCKHOLDERS DEFICIENCY
Current Liabilities
Note payable - Related party $ 1,099 $ 1,099
Accrued liability 2,244 4,000
-------- --------
Total current liabilities 3,343 5,099
-------- --------
SHAREHOLDERS' EQUITY
Common Stock - $0.001 par value; 75,000,000 shares authorized; 5,500 5,500
5,500,000 shares issued and outstanding at March 31, 2013
and December 31, 2012
Additional paid-in-capital 16,500 16,500
Deficit accumulated during development stage (9,861) (5,047)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 12,139 16,953
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 15,482 $ 22,052
======== ========
See accompanying notes to financial statements
F-10
TICKET TO SEE INC.
(A Development Stage Company)
Statement of Operations
(Unaudited)
Inception
3 months ended (06-Jun-12) to
March 31, 2013 March 31, 2013
-------------- --------------
REVENUES $ -- $ --
COST OF SALES -- --
----------- -----------
Gross Margin -- --
----------- -----------
OPERATING EXPENSES
General & administrative expenses 538 1,585
Professional Fees 4,276 8,276
----------- -----------
TOTAL OPERATING EXPENSES 4,814 9,861
(LOSS) BEFORE INCOME TAX EXPENSE (4,814) (9,861)
----------- -----------
Income tax expense -- --
----------- -----------
Net (loss) $ (4,814) $ (9,861)
=========== ===========
Basic and diluted net loss per share $ (0.00)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 5,500,000
See accompanying notes to financial statements
F-11
TICKET TO SEE INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
Inception
3 months ended (06-Jun-12) to
March 31, 2013 March 31, 2013
-------------- --------------
CASH FLOWS FROM OPERATIING ACTIVITIES:
Net (Loss) $ (4,814) $ (9,861)
Adjustments to reconcile net loss to net cash
used in operating activities
Changes in operating assets and liabilities
Increase (decrease) in accrued liabilities (1,756) 2,244
-------- --------
NET CASH USED IN OPERATING ACTIVITIES (6,570) (7,617)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock -- 22,000
Proceeds of loan from related party -- 1,099
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES -- 23,099
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (6,570) 15,482
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 22,052 --
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 15,482 $ 15,482
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ -- $ --
-------- --------
Income Taxes $ -- $ --
-------- --------
See accompanying notes to financial statements
F-12
TICKET TO SEE INC.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2013
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. Accordingly, they do not contain
all information and footnotes required by accounting principles generally
accepted in the United States of America for annual financial statements. These
statements should be read in conjunction with the audited financial statements
and notes thereto contained in the Company's Registration Statement on Form S-1
filed with SEC. In the opinion of management, all adjustments, consisting of
normal recurring adjustments, necessary for a fair presentation of financial
position and the results of operations for the interim periods presented have
been reflected herein. The results of operations for interim periods are not
necessarily indicative of the results to be expected for the full year or any
other period. Notes to the financial statements which would substantially
duplicate the disclosure contained in the audited financial statements for
December 31, 2012 as reported in the Registration Statement have been omitted.
NOTE 2. 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 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.
F-13
TICKET TO SEE INC.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2013
NOTE 3. NOTE PAYABLE - RELATED PARTY
Mr. Aidan Buckley, our Director and President, paid $1,099 in incorporation and
start-up costs for the Company which is being carried as a loan payable. The
loan is non-interest bearing, unsecured and due upon demand.
NOTE 4. SUBSEQUENT EVENTS
The Company has evaluated events subsequent to March 31, 2013 to assess the need
for potential recognition or disclosure in this report. Such events were
evaluated through the date these financial statements were available to be
issued. Based upon this evaluation, it was determined that no subsequent events
occurred that require recognition or disclosure in the financial statements.
F-14
DEALER PROSPECTUS DELIVERY OBLIGATION
"UNTIL ______________, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES,
WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS."
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated costs of this offering are as follows:
Expenses(1) US($)
----------- ---------
SEC Registration Fee $ 2.73
Legal and Professional Fees $2,300.00
Accounting and Auditing $4,000.00
Printing of Prospectus $ 97.27
---------
Total $6,400.00
=========
----------
(1) All amounts are estimates, other than the SEC's registration fee.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our By-Laws allow for the indemnification of the officers and directors in
regard to their carrying out the duties of their offices. The board of directors
will make determination regarding the indemnification of the director, officer
or employee as is proper under the circumstances if he/she has met the
applicable standard of conduct set forth in the Nevada General Corporation Law.
Section 78.751 of the Nevada Business Corporation Act provides that each
corporation shall have the following powers:
"1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of any fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorney's fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a pleas of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had a reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorney's fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction, determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
II-1
3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in sections 1 and 2, or in defense of any claim, issue or
matter therein, he must be indemnified by the corporation against expenses,
including attorneys fees, actually and reasonably incurred by him in connection
with the defense.
4. Any indemnification under sections 1 and 2, unless ordered by a court or
advanced pursuant to section 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination must be made:
a. By the stockholders;
b. By the board of directors by majority vote of a quorum consisting of
directors who were not parties to the act, suit or proceeding;
c. If a majority vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding so orders, by independent legal
counsel, in a written opinion; or
d. If a quorum consisting of directors who were not parties to the act,
suit or proceeding cannot be obtained, by independent legal counsel in
a written opinion.
5. The certificate of articles of incorporation, the bylaws or an agreement made
by the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or on behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. The provisions of this section do not affect any
rights to advancement of expenses to which corporate personnel other than
director or officers may be entitled under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this section:
a. Does not include any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the
certificate or articles of incorporation or any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, for either an
action in his official capacity or an action in another capacity while
holding his office, except that indemnification, unless ordered by a
court pursuant to section 2 or for the advancement of expenses made
pursuant to section 5, may not be made to or on behalf of any director
or officer if a final adjudication establishes that his acts or
omission involved intentional misconduct, fraud or a knowing violation
of the law and was material to the cause of action.
b. Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors
and administrators of such a person.
c. The Articles of Incorporation provides that "the Corporation shall
indemnify its officers, directors, employees and agents to the fullest
extent permitted by the General Corporation Law of Nevada, as amended
from time to time."
As to indemnification for liabilities arising under the Securities Act of 1933
for directors, officers or persons controlling Ticket To See, we have been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and unenforceable.
II-2
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
Set forth below is information regarding the issuance and sales of securities
without registration since inception. No such sales involved the use of an
underwriter; no advertising or public solicitation was involved; the securities
bear a restrictive legend; and no commissions were paid in connection with the
sale of any securities.
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.
These securities were issued in reliance upon the exemption contained in Section
4(2) of the Securities Act of 1933. These securities were issued to a promoter
of the Company and bear a restrictive legend.
ITEM 16. EXHIBITS.
The following exhibits are included with this registration statement:
Exhibit
Number Description
------ -----------
3.1 Articles of Incorporation (previously filed)
3.2 Bylaws (previously filed)
5.1 Opinion re: Legality and Consent of Counsel (previously filed)
23.1 Consent of Independent Auditor
99.1 Subscription Agreement (previously filed)
ITEM 17. UNDERTAKINGS
(a) The registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
2. That for the purpose of determining liability under the Securities Act,
each post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof;
II-3
3. To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering; and
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
Each prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements relying on
Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be
deemed to be part of and included in the registration statement as of the date
it is first used after effectiveness. Provided, however, that no statement made
in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such date of first use.
(b) That, for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities:
The undersigned registrant undertakes that in a primary offering of securities
of the undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means of
any of the following communications, the undersigned registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such
purchaser:
(1) Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424 (ss. 230.424
of this chapter);
(2) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the undersigned
registrant;
(3) The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant; and
(4) Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
II-4
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas,
State of Nevada on August 6, 2013.
Ticket To See, Inc., Registrant
By: /s/ Aidan Buckley
--------------------------------------------
Aidan Buckley, CEO
Principal Executive Officer, Secretary, CFO,
Treasurer, Principal Financial Officer,
Principal Accounting Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
/s/ Aidan Buckley Principal Executive Officer August 6, 2013
--------------------------- ---------------------------- --------------
Aidan Buckley Title Date
/s/ Aidan Buckley Principal Financial Officer August 6, 2013
--------------------------- ---------------------------- --------------
Aidan Buckley Title Date
/s/ Aidan Buckley Principal Accounting Officer August 6, 2013
--------------------------- ---------------------------- --------------
Aidan Buckley Title Date
II-
