FORM S-1
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) |
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 ================================================================================ |
(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").
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 officers and directors will attempt to sell the shares. This Prospectus will permit our officers and directors to sell the shares directly to the public, with no commission or other remuneration payable to them for any shares they may sell. They will sell the shares and intend to offer them to friends, relatives, acquaintances and business associates. In offering the securities on our behalf, they 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 $0.02 Not Applicable $20,000
Total $0.02 Not Applicable $20,000
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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 Officers and Directors 12
Terms of the Offering 12
Deposit of Offering Proceeds 12
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 22
Sources and Availability of Raw Materials 23
Dependence on one or a few Major Customers 24
Patents, Trademarks, Franchises, Concessions, Royalty Agreements
or Labor Contracts 24
Need for Government Approval for Proposed Products or Services 24
Bankruptcy or Similar Proceedings 24
Reorganization, Purchase or Sale of Assets 24
Effects of Existing or Probable Government Regulation 25
Research and Development Costs during the Last Two Years 25
Costs and Effects of Compliance with Environmental Laws 25
Employees and Employment Agreements 25
DESCRIPTION OF PROPERTY 25
LEGAL PROCEEDINGS 25
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 25
REPORTS TO SECURITY HOLDERS 27
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 27
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 31
EXECUTIVE COMPENSATION 32
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 33
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 34
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES 34
AVAILABLE INFORMATION 35
FINANCIAL STATEMENTS 35
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 35
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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. Consumers will have the ability to more 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.
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 December 31, 2012 report no revenues and a net loss of $5,047. 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.
THE OFFERING
The Issuer: Ticket To See Inc.
Securities Being Offered: 2,000,000 shares of common stock.
Price per Share: $0.01
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.
3
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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.
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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.
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, 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 AND COMPETITORS MAY NOT BE ABLE TO WIN BUSINESS AWAY FROM COMPETITORS, 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.
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.
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."
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.
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 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:
Planned Expenditures Over
Category the Next 12 Months
-------- ------------------
Advertising $ 4,000
Travel & Expenses $ 1,000
Marketing $ 9,000
Legal and Accounting $ 4,000
Administrative $ 2,000
-------
TOTAL PROCEEDS TO COMPANY $20,000
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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 December 31, 2012, the net tangible book value of our shares was $16,953 or ($.003) 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 $36,953, or approximately $.005 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 $.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 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.
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 $.003 Net Tangible Book Value After Offering $.005 Immediate Dilution per Share to New Investors $.005 |
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
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PLAN OF DISTRIBUTION
OFFERING WILL BE SOLD BY OUR OFFICERS AND DIRECTORS
This is a self-underwritten offering. This prospectus permits our officers and/or directors to sell the shares directly to the public, with no commission or other remuneration payable to them for any shares they 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 officers and directors, Aidan Buckley will sell the shares and intend to offer them to friends, relatives, acquaintances and business associates. In offering the securities on our behalf, they will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934.
Our officers and directors 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 officers/directors were not subject to a statutory
disqualification, as that term is defined in Section 3(a)(39) of the
Act, at the time of their participation; and,
b. Our officers/directors will not be compensated in connection with
their participation by the payment of commissions or other
remuneration based either directly or indirectly on transaction in
securities; and
c. Our officers/directors are not, nor will they be at the time of their
participation in the offering, an associated person of a
broker-dealer; and
d. Our officers/directors meet the conditions of paragraph (a)(4)(ii) of
Rule 3a4-1 of the Exchange Act, in that they (A) primarily perform or
are 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) are not a broker
or dealer, or been an associated person of a broker or dealer, within
the preceding twelve months; and (C) have 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. They each intend 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 officers, directors, control persons and affiliates of same do not intend to purchase any shares in this offering.
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.
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.
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.
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 will 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 more 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").
Advantages of Ticket To See Online Ticketing Platform
Buyers Sellers
------ -------
* Convenience-time, avoid box * Opportunity to increase
office lineup. attendance and sales.
* Selection * Increased revenue from cross
marketing and advertising.
* Access to discounts and
special promotions * Lower costs.
* More value * Access to broader markets.
* Entertainment * Efficient marketing and
distribution costs.
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* Ability to maximize prices.
* Access to customer data.
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 but highly valued
online services that have little if any implementation costs associated with them, are very easy to use yet powerful, and have a low fee structure stemming from its fully automated, online structure.
The principal competitive advantages of Ticket To See and its value proposition relates to ease of implementation and use, power, and cost. 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.
Research indicates 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-uniform, fragmented audiences
is creating an increasing role for "SEARCH" - which in turn 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.
Ticket To See plans to implement a range of marketing programs to reach both targeted clients and consumers, including:
* Website development.
* Developing lists of potential clients, critical marketing materials,
and direct marketing strategies.
* Development of search strategies.
* Forming relationships with ticket brokers.
* Pursuing co-marketing arrangements, cross linking programs, test
marketing of affiliate programs, and exploring placing the site on
online shopping directories.
* Pursuing public relations activities.
As the Ticket To See site becomes established, additional revenue streams may be created in addition to convenience fees, including advertising, fees for premium placement, and commissions from related / ancillary products and services provided by others.
Management will commence development work on the website, marketing activities, and other business operations as financing becomes available, expected to be in mid to late 2013.
Aidan Buckley, the President of Ticket To See, has the required qualifications to move forward to execute this business plan.
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 $5,000 - $10,000.
PHASE II. Devoted to instituting an aggressive marketing effort, as described. Ticket To See President, Aidan Buckley, will spearhead this effort. Expenses related to phase two are estimated at $5,000 - $10,000.
PHASE III. Dependent on the success of phase II (i.e. revenue being produced), this may involve hiring one or more additional staff to handle increased demands, site monitoring, data entry, and customer support. Depending on availability of funds and the opportunities perceived as being available to Ticket To See, the Company may hire additional marketing personnel to access additional sales and distribution channels. Management believes that market dynamics are highly favorable for the success of the Ticket To See concept.
* The online marketplace is growing.
* The online ticketing market is growing.
* Established online operators are expensive to institute and operate.
* The identified market opportunity is sizeable.
* Consumers are utilizing the Internet in ways conducive to new market
entrants that provide targeted services that consumers want.
* This is dissatisfaction and concern surrounding the market leader,
Ticketmaster, which has experienced some declines in sales volumes
over the past two years as venues begin to look for alternatives.
The confluence of these factors creates a market opportunity for Ticket To See, which has created a concept that research indicates may be successful.
DISTRIBUTION METHODS OF THE PRODUCTS OR SERVICES
The mission of Ticket To See is to make the buying and selling of advance event tickets easier, more accessible, and cost-effective for both venues / artists / promoters and consumers.
Ticket To See will accomplish this 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 more 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.
The process for clients and consumers will be simple.
1. Clients will have a website for their venue or upcoming event (Ticket To See can arrange for this if required).
2. Ticket To See obtains a profile of the event(s), tour, venue or team and have live access to the client box office database.
3. A link ("ticket info" or "ticketing" or "buy tickets" button) will be placed on the client website.
4. Consumers logging on to the website will be redirected to the Ticket To See website containing ticketing information specific to the event (i.e. "buy tickets" button).
5. The purchase will be completed using well established, standardized
procedures. 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. The system can be up and running (i.e. selling tickets) in as little as 48 hours.
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.
{GRAPHIC SHOW A SAMPLE TOP OF A TICKET]
Sample Top of Ticket -
showing event information
{GRAPHIC SHOW A SAMPLE BOTTON OF A TICKET]
Sample Bottom of Ticket -
allocated space for revenue generating / branding information.
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.
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
* Better client service.
* Lower event costs.
* Increases database possibilities.
* Ease of accessing reporting information.
* Full integration with industry-standard scanners, turnstiles and
access control devices.
* Watch your phone traffic decrease as up to 78% of your patrons choose
their own seats online.
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. Payment will be through Paypal, major credit cards, and debit card.
PRIVATE LABELED TICKETING will be priced based on the level of service required and the volume of tickets sold.
TARGET MARKETS
There is virtually no end to the number of potential customers that may desire to use an online, print at home ticket system.
Client Types - Venues Client Types - Event Related
--------------------- ----------------------------
* Live Music Concerts, Bars, * Artists
Arenas, Amphitheaters
* Promoters
* Stadiums
* Sports Teams (pro / amateur /
* Theaters, Performance Halls, youth).
or Reserved Seating Events
* Symphonies & ballet companies
* Amusement Parks, Waterparks,
Attractions or Ski Areas * Arts councils
* Air shows, Boat Shows, Car * Churches
Shows
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* 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. A person visiting the kiosk under the promotion can be given access to special prices, discounts and items only available to them. These purchases can be identified in sales reports or reported on specifically; hence the effectiveness of a campaign can be identified.
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.
PORTALS. Clients can use this feature to enable 3rd party portals to promote their events online and refer purchasers back to their kiosk for purchase. Clients will need to offer the portals commissions, and Ticket To See may provide the monthly reconciliation of commissions between vendors and portals for a small additional charge.
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.
Counting all sales channels and both primary and secondary (resale) markets, the
event tickets market reaped about $30 BILLION in 2005, according to the U.S.
COMMERCE DEPARTMENT.
Estimates for the event tickets market vary somewhat -
1. In a 2000 Whitepaper by Global eticket Exchange Ltd., the total
worldwide entertainment ticket market was estimated to be $65 BILLION,
with the U.S. market representing approximately $15 BILLION (23%).
(source - Whitepaper - Global eticket Exchange Ltd. - October, 2000)
# Transact. Ticket Rev Ancillary
per Year per Year Sales (a)
-------- -------- ---------
Baseball (ML) 68.8 MM $ 935 MM $ 618MM
Concerts (U.S.) 38.9 MM 1,500 MM N.A.
College Football (b) 26.9 MM 538 MM(d) 74MM
College Basketball (b) 22.3 MM 446 MM(d) 37MM
NBA 19.9 MM 751 MM 147MM
NHL 18.1 MM 728 MM 139MM
NFL 14.9 MM 637 MM 156MM
Professional Golf (f) 11.3 MM 269 MM N.A.
NASCAR (h) 9.3 MM 536 MM N.A.
Broadway Shows 9.1 MM (i) 571 MM N.A.
Pro Wrestling (j) 4.6 MM 100 MM $17MM
Other Segments (k) N.A. $57,989 MM N.A.
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$65,000 MM
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a Consists of merchandise, concessions and parking, when available
b Division I schools only
c Top 50=91%. Top 20=97%
d Calculated using $20 estimated average ticket prices
e Top 100 only. Top 50=81%, Top 20=89%
f Includes PGA, LPGA, and SPGA tours
g Estimated attendance per day; PGA = 25,000, LPGA = 25,000, SPGA = 15,000.
Limited to 30,000 per day
h Includes Winston Cup, Busch Series, and NASCAR truck racing
i Estimate based on average growth rates between 1978 and 1984
j Includes WCW and WWF
k Includes Foreign and Movie Theaters, Amusement Parks, Tennis, WNBA,
Symphony, Ballet, etc. market segments
2. Counting both markets (primary & secondary / resale) and all sales channels, the event tickets market reaped about $30 BILLION in 2005, according to the U.S. Commerce Department.
3. A May, 2006 Forrester Research report "Trends - e-commerce 2005-2010" forecast that online sales of event ticket would total US$9.4 BILLION in 2010 and represent 41% of total event ticket sales, implying a total event ticket market of over $20 billion (unknown whether this includes secondary sales). Of note, this same study forecast that the US business-to-consumer e-commerce sales would grow from US$172 billion in 2005 to US$200 billion in 2006, and to US$329 billion in 2010. The report forecast that e-commerce sales would account for significant percentages of total retail sales by 2010 (i.e. luxury products - 24%, jewelry - 14%, Fashion - accessories 24%, homewares - especially small appliances 29%, and so on).
4. In a ticketbrokers.com October 13, 2006 press release, the concert event ticket market was estimated at $10 - $12 billion, with the secondary event ticket market at about $2 BILLION (although it was noted that estimates of the size of the secondary market varied widely).
5. The market in 2005 for ALL tickets purchased ONLINE hit $4.1 BILLION and was expected to grow 24.4%--mirroring e-retailing's 25% growth rate--to $5.1 billion in 2006, according to THE STATE OF RETAILING ONLINE 2006, a SHOP.ORG study conducted by FORRESTER RESEARCH INC. In 2005 event ticket sales reached $3.4 BILLION, and they are expected to jump 27% in 2006 to $4.3 billion, the study reports. Event ticket sales accounted for 82.9% of all online ticket sales.
Regardless of which figure one settles on, clearly the total event ticketing (primary) market is probably between $10-$20 billion. Of interest, the online event ticket sector seems to be a burgeoning one, with estimates of $3+ billion in sales, with some very aggressive growth targets.
Ticketmaster is the clear market leader, reporting ticketing sales of $1.3 BILLION for 2009. This leadership position is confirmed by TicketNews' Sellers Rankings - a proprietary system developed to track the relative performance of ticket sellers (primary) and resellers (secondary). A seller's ranking is determined by its respective Power Score, which is a collective measure of interest. Interest in each Web site is derived from the number of: (1) unique visitors; (2) total visits; and (3) page views.
COMPETITION, COMPETITIVE POSITION IN THE INDUSTRY AND METHODS OF COMPETITION
There are now a variety of competitors emerging in the online ticketing sector.
1. Integrated, venue management software systems such as TICKETMASTER.COM, TICKETS.COM, Arts Management Systems (artsman.com), and Front Gate Tickets (FRONTGATESOLUTIONS.COM) (there are several others). These can be complete Internet-based ticketing solutions including box office / seat tracking, telephone (call center) / Internet / kiosk ticket sales, mailing, printing, tracking of reports of lost or stolen tickets, subscriptions, web presence, marketing, database management, patron preference tracking, and detailed sales and financial reporting. These systems are national in scope and usually involve significant set up fees (i.e. up to $100,000) and can be relatively expensive to operate, and charge very significant fees to consumers (i.e. 20+ %).
2. There are a variety of other types of firms including:
* companies that compete directly with these integrated companies
by selling stand-alone automated ticketing systems to enable
facilities to do their own ticketing (i.e. dedicated to private
labeling - TICKETWEB.COM).
* those that choose to self-distribute with or without the
assistance of the numerous companies that support
self-distribution.
* regional and local ticketing service companies and entertainment
organizations with various ticketing distribution capabilities.
3. As an alternative to purchasing tickets through Ticketmaster, ticket purchasers generally may purchase tickets from the facility's box office at which an event will be held or by season, subscription or group sales directly from the venue or promoter of the event. As noted by Ticketmaster, "not all facilities, promoters and other potential clients use the services of an automated ticketing company, choosing instead to distribute their tickets through their own internal box offices or other distribution channels."
There is increased competition to Ticketmaster and others from their own clients and aggregations of their clients, such as major league sports leagues, which increasingly have the capability to fulfill ticketing distribution and management functions through their own systems.
4. Ticket brokers and ebay. As noted earlier, there is a very large secondary market for tickets. Ticket brokers typically purchase tickets from season ticket holders, conventional public sales, and from soliciting through advertising. In turn, they will resell to the public. A simple search for "tickets" or various events and venues will result in numerous sites for ticket brokers. As a "primary" seller of tickets, Ticket To See does not compete with ticket brokers or ebay - however - ticket brokers may well become customers of (depending on the event or artist / promoter).
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 easiest, simplest system available, at the most competitive price point in the market.
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).
CRITICAL COMPETITIVE FACTORS & TICKET TO SEE POSITIONING
Critical Competitive Factors
Item Ticket To See
---- -------------
Products and service provided * As discussed above - basic, easily
instituted and operated system -
print at home system to become the
preferred system in the future for
customers and consumers.
Capability of the ticketing system * Will use state of the art internet
Distribution network technology.
* Online only. Ticket To See will not
become involved with call centers,
kiosks, and other capital / labor
intensive - and COSTLY business
processes.
Reliability * 100% reliable - website will
institute all current security
measures. Confidence assured.
Price * Ticket To See will be price leader
(lowest cost).
|
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 will provide marketing assistance to clients to drive traffic to their website and increase ticket sales. This will be accomplished through implementing a range of marketing techniques, as follows:
* First and foremost, Ticket To See will develop its internet web-site
and develop extensive lists of potential clients, along with
development of email and other direct marketing campaigns to
prospective clients.
* Instituting a wide range of state of the art "SEARCH" STRATEGIES (i.e.
keyword-based advertising, now offered by many of the major search
engines and Web directories). If "paid for" internet advertising is
advisable, Ticket To See will work within the client's budget to
optimize anticipated results.
* Establishing RELATIONSHIPS WITH TICKET BROKERS - to sell tickets and
access their own distribution networks.
* Creating EMAIL LISTS AND PROMOTIONS ("permission marketing") on
consumers to promote future events and venues (i.e. collecting
demographic and other information that furthers the interests of both
the consumer - news and discounts - as well as the client - more
revenue).
* Establishing a series of BRANDED WEBSITES.
* Pursuing a range of CO-MARKETING and other arrangements with
aggregators of tickets that drive traffic in mutually beneficial ways.
* Working within client budgets, Ticket To See intends to TEST MARKET
AFFILIATE PROGRAMS (i.e. pay-for-sale or pay-per-click) with web sites
that may generate significant business.
* With our partner sites, Ticket To See intends to set up CROSS LINKS to
increase traffic and enhance search engine positioning.
* 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.
o 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 an excellent choice and 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 feel that, because of the potential wide base of customers, there will be no problem with dependence on one or few major customers.
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.
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 65% of his time 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.
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. 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).
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 she 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 officers and directors, sales agents, 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.
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 $5,047 in expenses through December 31, 2012. The following table provides selected financial data about our company for the period from the date of incorporation through December 31, 2012. For detailed financial information, see the financial statements included in this prospectus.
Balance Sheet Data: 12/31/2012 ------------------- ---------- Cash $22,052 Total assets $22,052 Total liabilities $ 5,099 Shareholders' equity $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 $22,052 with $5,099 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
Following receipt of funding from this offering, Ticket To See plans to commence operations in an organized, phased manner.
The INITIAL PHASE of this plan is expected to include:
* Design and construction of the Ticket To See website,
* Establishing merchant relationships with Paypal and credit card
companies,
* Developing extensive lists of prospective clients.
* Developing detailed marketing techniques and plans that will appeal to
targeted venues, promoters, and others.
* Developing targeted marketing content to future clients.
The budget for phase one is approximately $5,000 - $10,000 and is expected to be completed within 3-6 months of funding.
The SECOND PHASE of the operating plan 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. Due to the nature of the costs involved and the fact that he will not be receiving a salary at this time, we expect expenses related to phase two to be less than approximately $5,000 - $10,000. However, should Ticket To See be successful in signing up clients, expenses relating to technical issues relating to integrating the ticketing back office of the client with the Ticket To See website will likely be incurred (i.e. less than 2 days per client - $400 per day). If material, Management anticipates raising additional capital to fund this integration.
If Ticket To See is successful in implementing its' business plan and begins to produce sales from the website, Management will institute PHASE THREE of the business plan, which may involve hiring one or more additional staff to handle increased demands, site monitoring, data entry, and customer support. There may be additional demands placed on the company for website development and a consequent need to broaden the management team. Depending on availability of funds and the opportunities available to the Company, Ticket To See may also hire additional marketing personnel to access additional sales and distribution channels.
MARKETING
In addition to providing a technology solution to clients of all types, Ticket To See will provide marketing assistance to clients to drive traffic to their website and increase ticket sales. This will be accomplished through implementing a range of marketing techniques, as follows:
* First and foremost, Ticket To See will develop its internet web-site
and develop extensive lists of potential clients, along with
development of email and other direct marketing campaigns to
prospective clients.
* Instituting a wide range of state of the art "SEARCH" STRATEGIES (i.e.
keyword-based advertising, now offered by many of the major search
engines and Web directories). If "paid for" internet advertising is
advisable, Ticket To See will work within the client's budget to
optimize anticipated results.
* Establishing RELATIONSHIPS WITH TICKET BROKERS - to sell tickets and
access their own distribution networks.
* Creating EMAIL LISTS AND PROMOTIONS ("permission marketing") on
consumers to promote future events and venues (i.e. collecting
demographic and other information that furthers the interests of both
the consumer - news and discounts - as well as the client - more
revenue).
* Establishing a series of BRANDED WEBSITES.
* Pursuing a range of CO-MARKETING and other arrangements with
aggregators of tickets that drive traffic in mutually beneficial ways.
* Working within client budgets, Ticket To See intends to TEST MARKET
AFFILIATE PROGRAMS (i.e. pay-for-sale or pay-per-click) with web sites
that may generate significant business.
* With our partner sites, Ticket To See intends to set up CROSS LINKS to
increase traffic and enhance search engine positioning.
* 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 an excellent choice and 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.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us on which to base an evaluation of our performance. We are a development stage company and have not generated revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in implementing our business plan, and possible cost overruns due to increases in the cost of services.
To become profitable and competitive, we must implement our business plan and generate revenue. We 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.
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 December 31, 2012 report no revenues and net 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 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.
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.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The name, age and title of our executive officers and directors are 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 persons named above are 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 persons named above have served in their positions from inception (June 6, 2012) until present.
TERM OF OFFICE
Directors are 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. Officers are 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 65% 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. 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.
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 officers, directors and employees. 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 directors receives no compensation for their services during the development stage of our business operations. Officers and directors are reimbursed for any out-of-pocket expenses they may incur on our behalf. In the future once revenue is being generated, we may approve payment of salaries for officers and directors, but currently, no such plans have been approved. 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
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 directors, and or
(iii) our officers. 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 Officers and/or directors as a Group 5,500,000 100%
Holders of More Than 5% of Our Common Stock
N/A
|
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 officers, directors, key employees 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, 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.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
We have had no changes in or disagreements with our accountants.
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
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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
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TICKET TO SEE INC.
(A Development Stage Company)
Balance Sheet
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
========
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See accompanying notes to financial statements
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
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
========== ======= ======== ======== ========
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See accompanying notes to financial statements
TICKET TO SEE INC.
(A Development Stage Company)
Statements of Cash Flows
From Inception (June 6, 2012) to 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 $ --
--------
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See accompanying notes to financial statements
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.
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.
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 $ --
=======
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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.
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 $1,099 owed to Mr. Buckley. The loan is non-interest bearing, unsecured and due upon demand.
NOTE 7. SUBSEQUENT EVENTS
The Company has evaluated events subsequent to December 31, 2012 to assess the need for potential recognition or disclosure in this report. Such events were evaluated through the date these financial statements were available to be issued. Based upon this evaluation, it was determined that no subsequent events occurred that require recognition or disclosure in the financial statements.
DEALER PROSPECTUS DELIVERY OBLIGATION
"UNTIL ______________, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS."
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated costs of this offering are as follows:
Expenses(1) US($)
----------- ---------
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
=========
----------
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(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.
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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.
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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 3.2 Bylaws 5.1 Opinion re: Legality and Consent of Counsel 23.1 Consent of Independent Auditor 99.1 Subscription Agreement |
ITEM 17. UNDERTAKINGS
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;
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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.
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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 March 5, 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 March 5, 2013
--------------------------- ---------------------------- -------------
Aidan Buckley Title Date
/s/ Aidan Buckley Principal Financial Officer March 5, 2013
--------------------------- ---------------------------- -------------
Aidan Buckley Title Date
/s/ Aidan Buckley Principal Accounting Officer March 5, 2013
--------------------------- ---------------------------- -------------
Aidan Buckley Title Date
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Exhibit 3.1
ROSS MILLER
Secretary of State Document Number
206 North Carson Street 20120402288-59
Carson City, Nevada 89701-4298 Filing Date and Time
(775) 684-5708 06/06/2012 3:31 PM
Website: www.nvsos.gov Entity Number
E0308832012-8
Filed in the office of
ARTICLES OF INCORPORATION /s/ Ross Miller
(PURSUANT TO NRS 78) Ross Miller
Secretary of State
State of Nevada
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ABOVE SPACE IS FOR OFFICE USE ONLY
1. Name of
Corporation: TICKET TO SEE, INC.
2. Registered Agent [X] Commercial Registered Agent CORP 95, LLC
for Service of Name
Process [ ] Noncommercial Registered Agent OR [ ] Office or Position with Entity
(check only one box) (name and address below) (name and address below)
Nevada
Address City Zip Code
Nevada
Mailing Address City Zip Code
(if different from street address)
3. Authorized Stock:
(number of shares Number of shares Number of shares
corporation with par value: 75000000 Par value: $0.001 without par value:
authorized
to issue)
4. Names & Addresses, 1. AIDAN M BUCKLEY
of Board of Name
Directors/Trustees: 2620 REGATTA DR STE 102 LAS VEGAS NV 89128
(attach additional page Street Address City State Zip Code
if there is more than 3
directors/trustees 2. CATHERINE MURPHY
Name
2620 REGATTA DR STE 102 LAS VEGAS NV 89128
Street Address City State Zip Code
5. Purpose: (optional- The purpose of this Corporation shall be:
see instructions)
6. Names, Address DAVID DELOAC-SEE ATTACHED /s/ DAVID DELOAC
and Signature of Name Signature
Incorporator.
(attach additional page 32565B GOLDEN LANTERN ST. DANA POINT CA 92629
if there is more than 1 Address City State Zip Code
incorporator).
7. Certificate of I hereby accept appointment as Resident Agent for the above named corporation.
Acceptance of
Appointment of /s/ CORP 95, LLC 6/6/2012
Resident Agent: Authorized Signature of R. A. or On Behalf of R. A. Company Date
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This form must be accompanied by appropriate fees.
Exhibit 3.2
BYLAWS
OF
TICKET TO SEE, INC.
(a Nevada corporation)
(effective June 6, 2012)
ARTICLE I
Stockholders
Section 1.1 Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place, either within or without the state of Nevada, as may be designated by resolution of the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting.
Section 1.2 Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors, or by a committee of the Board of Directors which has been duly designated by the Board of Directors and whose powers and authority include the power to call such meetings, but such special meetings may not be called by any other person or persons.
Section 1.3 Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by applicable law or the Articles of Incorporation, the written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the mail, postage prepaid, directed to the stockholder at their address as it appears on the records of the Corporation.
Section 1.4 Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
Section 1.5 Quorum. At each meeting of stockholders, except where otherwise provided by law or the Articles of Incorporation or these Bylaws, the holders of a majority of the outstanding shares of stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum'. In the absence of a quorum, the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 1.4 of these Bylaws until a quorum shall attend. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.
Section 1.6 Conduct. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in their absence, the president, or in their absence by a Vice President, or in their absence, by a chairman designated by the Board of Directors, or their absence, by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in their absence the chairman of the meeting may appoint any person to act as secretary of the meeting.
Section 1.7 Voting; proxies. Unless otherwise provided by law or the Articles of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by him which has voting power upon the matter in question. Each stockholder entitled to vote at a
meeting of stockholders may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three year after its date unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation. Unless otherwise required by law, voting at meetings of-stockholders need not be by written ballot and need not be conducted by inspectors unless the board of directors or holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at such meeting shall so determine. At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect. All other elections and questions shall, unless otherwise provided by law or by the Articles of lncorporation or these Bylaws, be decided by the vote of the holders of a majority of the outstanding shares of stock entitled to vote thereon present in person or by proxy at the meeting'
Section 1.8 Fixing Date for Determination of Stockholders of Record.
(a) In order that the corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof
or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall
not precede the date such record date is fixed and shall not be more than sixty
(60) nor less than ten (10) days before the date of such meeting, nor more than
sixty (60) days prior to anv other action. If no record date is fixed, the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given. The record date for any other
purpose other than stockholder action by written consent shall be at the close
of business on the day on which the Board of Directors adopts the resolution
relating thereto. A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
(b) In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors' Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within (10) days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within ten (10) days of the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be-taken is delivered to the corporation by delivery to its registered office in the state of Nevada, its principal place of business, or any officer or agent of the Corporation having custodv of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action.
Section 1.9 List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten (10) days before every meeting of Stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the-meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.
Section 1.10 Inspectors of Elections, Opening and Closing the Polls
(a) If required by Nevada law, the Board of Directors by resolution shall appoint one or more inspectors, which inspector or inspectors may include individuals who serve the Corporation in other capacities, including, without limitation, as officers, employees, agents or representatives of the corporation, to act at the meeting and make a written report thereof. The procedures, oath, duties, and determinations with respect to inspectors shall be as provided under the law.
(b) The chairman of any meeting shall fix and announce at the meeting the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting.
Section 1.11 Action by written consent of stockholders. Unless otherwise restricted by the Articles of lncorporation any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the action so taken' shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
Section 1.12 No Limitation on Voting Rights; Limitation on Dissenter's Rights'. To the extent permissible under the applicable law of any jurisdiction to which the corporation may become subject by reason of the conduct of business, the ownership of assets, the residence of stockholders , the location of offices or facilities, or any other item, the Corporation elects not to be governed by the provisions of any statute that (i) limits, restricts, modified, suspends, terminates, or otherwise affects the rights of any shareholder to cast one vote for each share of common stock registered in the name of such shareholder on the books of the Corporation, without regard to whether such shares were acquired directly from the corporation or from any other person and without regard to whether such shareholder has the power to exercise or direct the exercise of voting power over any specific fraction of the shares of common stock of the Corporation issued and outstanding or (ii) grants to any shareholder the right to have his or her stock redeemed or purchased by the Corporation or any other shareholder on the acquisition by any person or group of persons of shares of the corporation. In particular, to the extent permitted under the laws of the state of incorporation, the Corporation elects not to be governed by any such provision, including the provisions of Sections 78.378 to 78.3793, inclusive, of the Nevada Revised Statutes, or any statute of similar effect or tenor.
ARTICLE II
Board of Directors
Section 2.1 Number; Qualifications. The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by resolution of the Board of Directors. The initial number of directors shall be one (1) and thereafter shall be fixed from time to time by resolution of the Board of Directors- Directors need not be stockholders. The Board of Directors may, if it so determines, choose a Chairman of the Board and a Vice Chairman of the Board from among its members
Section 2.2 Election; Resignation; Removal; Vacancies. The Board of Directors shall initially consist of the persons elected as such by the incorporator or named in the corporation's Articles of Incorporation. At the first annual
meeting of stockholders and at each annual meeting thereafter, tire stockholders shall elect Directors to replace those Directors whose terms then expire. Any Director may resign at any time upon written notice to the Corporation. Any one or more of the directors may be removed for cause by action of the Board of Directors. Any or all of the directors may be removed with or without cause by vote of the stockholders. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the Board, although such majority is less than a quorum, or by a plurality of the votes cast at a meeting of stockholders, and each director so elected shall hold office until the expiration of the term of office of the Director whom they replaced.
Section 2.3 Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Nevada and at such times is the Board of Directors may from time to time determine. Notice of regular meetings need not be given if the date, times and places thereof are fixed by resolution of the Board of Directors.
Section 2.4 Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, the president or a majority of the Board of Directors then in office and may be held at any time, date or place, within or without the State of Nevada, as the person or persons calling the meeting shall fix. Notice of the time, date and place of such meeting shall be given, orally or in writing, by the person or persons calling the meeting to all directors at least four (4) days before the meeting if the notice is mailed, or at least twenty-four (24) hours before the meeting if such notice is given by telephone, hand-delivery, telegram, email, facsimile or similar communication method. Unless otherwise indicated in the notice, any and all business may be transacted at a special meeting.
Section 2.5 Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this bylaw shall constitute presence in person at such meeting.
Section 2.6 Quorum; Vote Required for Action. At all meetings of the Board of Directors a majority of the whole Board shall constitute a quorum for the transaction of business. Except as otherwise provided in these Bylaws, or in the Articles of Incorporation or required by law, the vote of a majority of the directors present shall be the act of the Board of Directors.
Section 2.7 Conduct. Meetings of the Board of Directors shall be presided over by of the Board, if any, or in their absence, by the Vice Chairman of the Board, if any, or in their absence by the President, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in their absence the chairman of the meeting may appoint any person to act as secretary of the meeting.
Section 2.8 Written Action by Directors. Unless otherwise restricted by the Articles of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.
Section 2.9 Powers. The Board of Directors may, except as otherwise required by law or the Articles of Incorporation, exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.
Section 2.10 Compensation of Directors. Directors, as such, may receive, pursuant to a resolution of the Board of Directors, fees and other compensation for their services as directors, including without limitation their services as members of committees of the Board of Directors.
ARTICLE III
Committees
Section 3.1 Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have power or authority in reference to amending the Articles of Incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors as provided in Section 7g.195 of the Nevada Revised statutes, fix any of the preferences or rights of such shares, except voting rights of the shares), adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of dissolution, or amending these Bylaws; and unless the resolution expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.
Section 3.2 Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board may make, alter and repeal rules for conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these Bylaws.
ARTICLE IV
Officers
Section 4.1 Executive Officers; Election. Qualifications; Term of office; Resignation; Removal; Vacancies'. The Board of Directors shall choose a president, a secretary, and a Treasurer, and it may, if it so determines, choose one or more Vice presidents, Assistant Secretaries, Assistant Treasurer, and such other officers as it deems advisable. Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding this election, and until their successor is elected and qualified or until their earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the corporation. Any number of offices may be held by the same person. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting.
Section 4.2 powers and Duties of Executive Officers. The officers of the Corporation shall have such powers and duties in the management of the corporation as may be prescribed by the Board of Directors and, to the extent not so provided as generally pertain to their respective offices, subject to the control of the Board of Directors'. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of their duties.
Section 4.3 Compensation. The salaries of all officers and agents of the Corporation shall be fixed from time to time by the Board of Directors or by a committee appointed or officer designated for such purpose, and no officer shall be prevented from receiving compensation by reason of the fact that he is also a director of the Corporation.
ARTICLE V
Stock
Section 5.1 Certificates. Certificates representing stock in the Corporation shall be signed by or in the name of the corporation by the Chairman or vice Chairman of the Board of Directors, if any, or the President or a vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation, certifying the number of shares owned by them in the corporation. Any or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent, or registrar at the date of issue.
Section 5.2 Uncertificated Shares. Subject to any conditions imposed by the Nevada Revised Statutes, the Board of Directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the corporation shall be uncertificated shares. Within a reasonable time after the issuance or transfer of any uncertificated shares, the Corporation shall send to the registered owner thereof any written notice prescribed by the Nevada Revised Statutes.
Section 5.3 Fractional Share Interests. The Corporation may, but shall not be required to, issue fractions of a share. If the Corporation does not issue fractions of a share, it shall (1) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair value of fractions of share as of the time when those entitled to receive such fractions are determined, or (3) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or bearer form (represented by a certificate) which shall entitle the holder to receive a full share upon the surrender of such scrip or warrant, aggregating a full share. A certificate for a fractional share or an uncertificated fractional share shall, not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the Corporation in the event of liquidation. The Board of Directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing the full shares or uncertificated full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the Corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the Board of Directors may impose.
Section 5.4 Other Regulations. The issue, transfer, replacement, conversion and registration of stock shall be governed by such other regulations as the Board of Directors may establish.
ARTICLE VI
lndemnification
Section 6.1 Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended in a manner more favorable to indemnities, any person (an "Indemnitee") who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding"), by reason of the fact that he, she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or is serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses, including attorneys' fees) reasonably incurred by such Indemnitee. Notwithstanding the preceding sentence, except as otherwise provided in Section 6.3, the Corporation shall be required to indemnify an Indemnitee in connection with a proceeding (or part thereof) commenced by such Indemnitee only if the commencement of such proceeding (or part thereof) by the Indemnitee was authorized by the Board of Directors of the Corporation.
Section 6.2 prepayment of Expenses. The Corporation shall pay the expenses (including attorneys' fees) incurred by an lndemnitee in defending any proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Indemnitee to repay all amounts advanced if it should ultimately be determined that the Indemnitee is not entitled to be indemnified under this Article VI or otherwise; and provided, further, that the Corporation shall not be required to advance any expenses to a person against whom the Corporation directly brings a claim, in a proceeding, alleging that such person has breached their duty of loyalty to the Corporation, committed an act or omission not in good faith or that involves intentional misconduct or a knowing violation of law, or derived an improper personal benefit from a transaction.
Section 6.3 claims. If a claim for indemnification or payment of expenses under this Article VI is not paid in full within sixty (60) days after a written claim therefor by the Indemnitee has been received by the Corporation, the Indemnitee may file suit for the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the Indemnitee is not entitled to the requested indemnification or payment of expenses under applicable law.
Section 6.4 Nonexclusivity of Rights. The rights conferred on any Indemnitee by this Article VI shall not be exclusive of any other rights which such Indemnitee may have or hereafter acquire under any statute, provision of the Articles of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise'. Additionally, nothing in this article VI shall limit the ability of the Corporation, in its discretion, to indemnify or advance expenses to persons whom the Corporation is not obligated to indemnify or advance expenses pursuant to this Article VI.
Section 6.5 Other Sources. The Corporations obligation, if any, to indemnify or to advance expenses to any Indemnitee who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Indemnitee may collect as indemnification or advancement of expenses from such other corporation, partnership', joint venture, trust, enterprise or nonprofit enterprise.
Section 6.6 Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any Indemnitee in respect of any act or omission occurring prior to the time of such repeal or modification.
Section 6.7 Other Indemnification and Prepayment of Expenses. This Article VI shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Indemnitees when and as authorized by appropriate corporate action.
Section 6.8 Indemnification contracts. The Board of Directors is authorized to cause the corporation to enter into indemnification contracts with any director, officer, employee or agent of the Corporation, or any person serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including employee benefit plans, providing indemnification rights to such person. Such rights may be greater than those provided in this Article VI.
Section 6.9 Effect of Amendment. Any amendment, repeal or modification of any provision of this Article VI shall be prospective only, and shall not adversely affect any right or protection conferred on a person pursuant to this Article VI and existing at the time of such amendment, repeal or modification.
Section 6. 10 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was or has agreed to become 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 any liability asserted against them and incurred by them or on their behalf in any such capacity, or arising out of their status as such, whether or not the Corporation
would have the power to indemnify them against such liability under the provisions of this Article VI.
Section 6.11 Savings Clause. If this Article VI or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director and officer of the Corporation as to costs, charges and expenses (including attorneys fees), judgments', fines and amounts paid in settlement with respect to any action, suit or proceeding whether civil, criminal, administrative or investigative, including an action by or in the right of the corporation, to the full extent permitted by any applicable portion of this Article VI that shall not have been invalidated and to the full extent permitted by applicable law.
ARTICLE VII
Miscellaneous
Section 7.1 Fiscal year. The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.
Section 7.2 Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.
Section 7.3 Waiver of Notice of Meetings of Stockholders, Directors and Committees' Any written waiver of notice signed by the person entitled to notice, whether before or after the time stated therein shall be deemed equivalent to notice. Attendance of a person at meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is no lawfully called or convened. The business to be transacted at, nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice.
Section 7.4 Interested Directors. Quorum. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest shall be void or voidable solely for this reason or solely because the director or officer is present at or participates in the meeting of the Board or committee thereof which authorizes the contract or transaction, or solely because their votes are counted for such purpose if:
(1) the material facts as to their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of majority of the disinterested directors, even though the disinterested directors be less than a quorum; or
(2) the material facts as to their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or
(3) the contract or transaction is fair as to the corporation as of the time it is authorized approved or ratified by the Board of Directors, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.
Section 7.5 Form of Records. Any records maintained by the corporation in the regular course of its business including its stock ledger, books of account, and minute books, may be kept on, or be in the form of any information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.
Section 7.6 Reliance Upon Books and Records. A member of the Board of Directors, or a member of any committee designated by the Board of Directors shall, in the performance of their duties, be fully protected in relying in good faith upon records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation's officers or employees or committees of the Board of Directors' or by any other person as to matters the member reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.
Section 7.7 Articles of Incorporation Govern. ln the event of any conflict between the provisions of the corporation's Articles of Incorporation and these Bylaws, the provisions of the Articles of Incorporation shall govern.
Section 7.8 Severability. lf any provision of these Bylaws 19lI be held to be invali4 illegal, unenforceable or in conflict with the provisions of the Corporation's Articles of Incorporation, then such provision shall nonetheless be enforced to the maximum extent possible consistent with such holding and the remaining provisions of these Bylaws (including without limitation, all portions of any section of these Bylaws containing any such provision held to be invalid, illegal, unenforceable or in conflict with the Articles of Incorporation, that are not themselves invalid, illegal, unenforceable or in conflict with the Articles of Incorporation) shall remain in full force and effect.
Section 7.9 Amendments. Stockholders of the corporation holding a majority of the corporation's outstanding voting stock shall have power to adopt, amend or repeal Bylaws. To the extent provided in the Corporation's Articles of lncorporation, the Board of Directors of the Corporation shall also have the power to adopt, amend or repeal Bylaws of the Corporation, except insofar as Bylaws adopted by the stockholders shall otherwise provide.
I DO HEREBY CERTIFY;
That the forgoing Bylaws were adopted as the BYLAWS of TICKET TO SEE, INC. as of June 6, 2012.
/s/ Aidan M. Buckley --------------------------------- Aidan M. Buckley, Secretary |
Exhibit 5.1
March 4, 2013
Ticket To See, Inc.
2620 Regatta Drive, Suite 102
Las Vegas, NV 89128
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We are acting as special counsel for Ticket To See, Inc., a Nevada corporation (the "Company") in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of 2,000,000 shares (the "Registrable Shares") of the Company's Common Stock, $0.001 par value per share. The Registrable Shares are to be offered and sold by the Company pursuant to a Registration Statement on Form S-1 relating to the Registrable Shares (the "Registration Statement").
We have examined instruments, documents and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed (a) the authenticity of original documents and the genuineness of all signatures, (b) the conformity to the originals of all documents submitted to us as copies and (c) the truth, accuracy, and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.
Based upon the foregoing and subject to the following, we are of the opinion that the Registrable Shares are duly authorized and if and when issued will be, validly issued, fully paid and non-assessable.
Members of our firm are admitted to the bar in the State of California, and we express no opinion as to any matter relating to laws of any jurisdiction other than the federal laws of the United States of America and the Nevada Private Corporations Law (the "NPCL"), as such are in effect on the date hereof, and we have made no inquiry into, and we express no opinion as to, the statutes, regulations, treaties, common laws or other laws of any other nation, state or jurisdiction. We are not licensed to practice law in the State of Nevada and, accordingly, our opinions as to the NPCL are based solely on a review of the official statutes of the State of Nevada and the applicable provisions of the Nevada Constitution and the reported judicial decisions interpreting such statutes and provisions.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
CHIANG LAW OFFICE, P.C.
/s/ Chiang Law Office, P.C. -------------------------------------- |
Exhibit 23.1
15 Warren Street, Suite 25
Hackensack, NJ 07601
(201) 342-342-7753
Fax: (201) 342-7598
Paritz & Company, P.A. E-mail: paritz@paritz.com
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Ticket to See, Inc.
2620 Regatta Drive, Suite 102
Las Vegas, NV 89128
Gentlemen:
We consent to the use in this Registration Statement on Form S-1 of our report dated February 26, 2013 relating to the financial statements of Ticket to See, Inc. as of December 31, 2012, and for the period from June 6, 2012 (inception) December 31, 2012, and to the reference to us under the heading "Experts" in such Registration Statement.
/s/ Paritz & Company, P.A. ---------------------------------- Paritz & Company, P.A. Hackensack, New Jersey March 4, 2013 |
Exhibit 99.1
Ticket To See, Inc. Subscription Agreement
Dear Sirs:
The undersigned (the "Purchaser") acknowledges that I have received and reviewed the Prospectus of Ticket To See, Inc., dated__________ 2013.
Concurrent with execution of this Agreement, the Purchaser is purchasing _____________________ (_______) shares of Common Stock of Ticket To See, Inc., a Nevada corporation (the "Company") at a price of $0.01 per Share (the "Subscription Price"). Purchaser hereby confirms the subscription for and purchase of said number of shares and hereby agrees to pay herewith the Subscription Price for such Shares.
Purchaser further confirms that Aidan Buckley solicited him/her/it to purchase the shares of Common Stock of the Company and no other person participated in such solicitation other than such person.
MAKE CHECK PAYABLE TO: Ticket To See, Inc.
Executed this _____ day of ___________________, 2013.
PLEASE ENSURE FUNDS ARE IN US DOLLARS
______________________________ X $0.01 = US$ _____________________ Number of Shares Purchased Total Subscription Price
Form of Payment: Cash:_____ Check #: _________________Other: _______________
Accepted by Ticket to See, Inc.
By: ____________________________________ Aidan Buckley, President