China Ticket Center, Inc.
28248 North Tatum Blvd., Suite B-1-434
Cave Creek, Arizona 85331
(602) 300-0432
June 16, 2011
Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing and Construction
100 F Street, NE
Washington, D.C. 20549
Attention: Ronald E. Alper, Esq., Staff Attorney
Lilyanna Peyser, Esq., Staff Attorney
H. Christopher Owings, Assistant Director
Re: China Ticket Center, Inc.
Amendment No. 1 to Form 10-12G
Filed on May 20, 2011
File No. 000-54317
Dear Madam or Sir,
This letter is in response to your letter to me of June 2, 2011, regarding
the above referenced matter ("Comment Letter"). China Ticket Center, Inc. is
filing an amendment to the referenced Form S-1 ("amendment") along with this
letter.
Our responses to the Comment Letter follow:
Item 1A. Risk Factors, page 6
The company has no existing agreement
...., page 7
1. PLEASE DELETE THE PHRASE "WHILE WE HAVE IDENTIFIED AND CONTACTED THREE
POTENTIAL TARGETS," AS IT MITIGATES THE POINT OF THE RISK FACTOR.
Response:
In response to this comment, we have amended our filing by deleting the
mitigating language pointed out in your comment (see page 7 of the amendment).
Item 4. Security Ownership of Certain Beneficial Owners and Management, page 15
2. WE NOTE YOUR STATEMENT THAT "[T]O THE BEST OF OUR KNOWLEDGE, THE PERSONS
NAMED HAVE SOLE VOTING AND INVESTMENT POWER WITH RESPECT TO SUCH SHARES." PLEASE
DELETE THE KNOWLEDGE QUALIFIER, OR SUPPLEMENTALLY EXPLAIN WHY IT IS NECESSARY
GIVEN THAT THE THREE SOLE STOCKHOLDERS ALSO ARE THE SOLE MEMBERS OF YOUR
MANAGEMENT TEAM.
Response:
In response to this comment, we have deleted your referenced qualifier from
our filing (see pages 15 and 16 of our amendment).
Item 5. Directors and Executive Officers, page 17
3. WE NOTE YOUR RESPONSE TO COMMENT SEVEN IN OUR LETTER DATED APRIL 26,
2011. PLEASE PROVIDE, ON A DIRECTOR -BY -DIRECTOR BASIS, THE SPECIFIC
EXPERIENCE, QUALIFICATIONS, ATTRIBUTES OR SKILLS THAT LED TO THE CONCLUSION THAT
THE PERSON SHOULD SERVE AS A DIRECTOR AT THE TIME THAT DISCLOSURE IS MADE, IN
LIGHT OF YOUR BUSINESS AND STRUCTURE. SE ITEM 401 (E)(1) OF REGULATION S-K.
Response:
In response to this comment, we have amended our filing by adding the
following language under the caption "Qualifications of Our Directors" in Item 5
of our amendment on page 18:
"We do not have a formal policy regarding director qualifications. In the
opinion of our Board of Directors, our Directors have sufficient business
experience and integrity to carry out the Company's plan of operations.
Mr. Xu has been the President of a technology company in China since 2002
and has earned a Bachelor of Economics, International Economy and Trade, from
Beijing University of Aeronautics and Astronautics in 2004. We believe that Mr.
Xu's education and business experience suit him well for serving on the
Company's Board of Directors.
Mr. Tan has been President of a travel company in China since 2005 and is a
1998 graduate of the Hunan Chemical Secondary Technical Academy with a focus on
technology. We believe that Mr. Tan's education and business experience suit him
well for serving on the Company's Board of Directors.
Mr. Zhang has the most business experience of any of our Directors. Mr.
Zhang has served as Vice President of G1 Capital (Ningbo) Investment, Consultant
and Management Co., Ltd., a company organized under the laws of the People's
Republic of China that provides consulting services for initial public offerings
and mergers and acquisition transactions in China. As indicated above, Mr. Zhang
was Assistant President of Jolmo for ten months. Jolmo is a consulting firm
organized under the laws of the People's Republic of China for 463 Plan of
Foshan city government, which is a government sponsored project that assisted
approximately 60 Chinese companies in going public in the last four years. In
addition, since October 2004, Mr. Zhang has been President of AdvanceX. AdvanceX
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was a consultant for 600108.sh, a public company listed on the Shanghai Stock
Exchange, in connection with the issuance of inter-bank bonds in the amount of
one billion RMB or approximately U.S. $153,000,000. In 1993, Mr. Zhang received
a Bachelor Degree in Automobile Application Engineering fro Changsha university
of Science and Technology. In July 2001, Mr. Zhang attended postgraduate studies
in Computer Software and Theory at South China University of Technology. Mr.
Zhang is working toward his Masters Degree. Based on Mr. Zhang's education and
business experience, we believe he is well qualified to serve on the Company's
Board of Directors.
While none of our Directors has any experience in running a U.S. publicly
held company that conducts the business the Company intends to conduct, we
believe each one has the necessary business skills, integrity and experience in
senior level management to serve on, and make major contributions to, the
Company's Board of Directors. Each of our Directors will also rely on the
Company's financial, accounting and legal advisors to assist the Company and the
Directors to comply with the laws, rules and regulations of the U.S. Securities
and Exchange Commission."
Item 7. Certain Relationships and Related Transactions, and Director
Independence, page 19
4. WE NOTE YOUR STATEMENT IN THIS SECTION THAT YOU RECEIVED CASH IN
CONSIDERATION OF THE 24,000,000 SHARES ISSUED TO YOUR FOUNDERS; HOWEVER, ON PAGE
F-9 YOU INDICATE THAT YOU RECEIVED SUCH CONSIDERATION IN THE FORM OF SERVICES.
PLEASE REVISE OR ADVISE. IN ADDITION, PLEASE CLARIFY WHETHER YOU RECEIVED SUCH
CONSIDERATION IN THE FORM OF CASH OR SERVICES IN THE FIRST PARAGRAPH UNDER "ITEM
10. RECENT SALES OF UNREGISTERED SECURITIES." Response:
In response to this comment, we have revised our filing by disclosing in
the first paragraphs of Item 7 and 10 to state that it was originally
anticipated that our founders would pay cash for their shares and that in June
2011, our Board of Directors passed resolutions agreeing to accept prior
services rendered by our founders valued at $2,400 in lieu of cash for the
founders shares. We have attached as an exhibit to our amendment the Written
Consent of the Board of Directors passing such resolutions
General Amendments to Our Filing
In addition to the amendments and revisions described above, we have made
various minor updating revisions to the dates of information in some of the
tables and other sections in the filing, updated consents of our auditors and
legal counsel and we have corrected a few typographical errors.
Please address any further comments to our attorney, David E. Wise, Esq.
Mr. Wise's contact information is set forth below:
Law Offices of David E. Wise
Attorney at Law
The Colonnade
9901 IH-10 West, Suite 800
San Antonio, Texas 78230
Telephone: (210) 558-2858
Facsimile: (210) 579-1775
Email: wiselaw@gvtc.com
Sincerely,
By: /s/ Hongqiang Xu
-------------------------------
Hongqiang Xu
President
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