TICKET CORP.
9625 Mission Gorge Road, Suite B2 #318
Santee, CA 92071
e-mail: ticketcorp1@yahoo.com
Telephone (775)352-3936 Fax (775)201-8190
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May 24, 2013
Via EDGAR
Mr. John Dana Brown
Ms. Sonia Bednarowski
United States Securities and Exchange Commission
Washington, D.C. 20549
Re: Ticket Corp.
Registration Statement on Form S-1
Filed March 29, 2013
File No. 333-187544
Dear Mr. Brown and Ms. Bednarowski:
In response to your letter of April 22, 2013 regarding the Company's
Registration Statement on Form S-1 filed March 29, 2013 we have amended the
Registration Statement and provide this cover letter to identify the changes
made.
General
1. At this time the company has no written communications, as defined in Rule
405 under the Securities Act, which we will present to potential investors
in reliance on Section 5(d) of the Securities Act. We also have no research
reports about us that have been published or distributed in reliance upon
Section 2(a)(3) of the Securities Act of 1933.
2. In the summary we have included specific provisions of the Jobs Act that
the company plans to take advantage of.
3. We respectfully disagree that we are a shell company. Management has taken
affirmative steps to advance its business plan and active steps are being
taken to implement the technology discussed. These steps include:
In May 2013, the Company entered into a contract with Sure Street,
Inc. to develop and deliver an online analysis tool that will generate
revenue for the company in its development stage and will be used in
our own marketing research.
Website development has continued utilizing existing funds.
Management has continued developing a database of potential clients,
critical marketing materials, and direct marketing strategies
including the implementation of social media strategies.
Registration Statement Cover Page
4. The cover page has been revised to indicate Rule 457(c).
Prospectus Summary, page 3
General Information About Our Company, page 3
5. We have disclosed management's estimate of the monthly burn rate, the cash
balance and the resulting amount of time the cash will last. A disclosure
of the amount of capital required to accomplish our business goals has been
added.
6. Revised to disclose that we will not be able to execute our full business
plan until this offering is completed. In the meantime Management is
continuing to move forward with aspects that do not require a large capital
investment. We have also revised the last risk factor on page 5 to comply
with this disclosure.
7. Revised to disclose that our target market is the San Francisco Bay area.
8. Revised to disclose Mr. Rheingrover will own 69% of our common stock after
the offering is completed and a reference to the risk factor has been
added.
9. We have added disclosure that due to the C.E.O.s experience and
relationships in the event marketing industry the company intends to engage
the following groups. Live Nation, an owner of venues, a promoter of events
and seller of tickets and Mr. Rheingrover has a long standing relationships
with them to buy tickets from select events throughout the United States.
The company intends to engage in relationships with the following the San
Francisco 49'ers, San Francisco Giants, Golden State Warriors Shoreline
Amphitheatre, The Gorge, San Jose Earthquakes, Stubhub, eBay, Ticketmaster,
Ticket Network.
10. We have disclosed that at January 31, 2013, the total stockholders' equity
was $30,000 and the implied aggregate price of our common stock, based on
the offering price of $0.0033, was $99.00. As is it likely the company will
have deficits during the first year, these deficits will affect the implied
aggregate price of the common stock.
11. The date has been corrected to January 31, 2013.
The Offering, page 4
12. We have added the information disclosed on the prospectus cover page.
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Risk Factors, page 4
13. A risk factor addressing cyber-security has been added.
14. A risk factor addressing the risk of our two employees comprising the board
of directors has been added.
15. A risk factor disclosing the going concern opinion has been added.
16. A risk factor addressing the fact that our CEO has never run a public
company has been added.
17. A risk factor discussing infringement on intellectual property rights has
been added.
Risks Associated with Our Business, page 4
We are an "Emerging Growth Company", page 5
18. We have revised the statement on page 22 to be consistent with our risk
factor. The risk factor and significant accounting policies section now
include a statement about our financial statements not being comparable to
companies that comply with public company effective dates.
We Cannot Predict, page 5
19. The first and third sentences have been revised to clarify that we will not
be able to execute our full business plan until the offering is completed.
In the meantime Management is continuing to move forward with aspects that
do not require a large capital investment.
We will incur ongoing costs and expenses for SEC reporting, page 10
20. We have revised to disclose there have been no discussions or written
agreements regarding a maximum amount they are willing to loan the company.
The agreements are verbal and are not binding by law.
21. We have added that the estimated annual costs and expenses, including audit
and legal fees, for SEC reporting and compliance to be $7,500.
After Completion of the Offering, page 10
22. The statement has been revised to read that his opinion as to the best
course of action for the company may differ from the opinions expressed by
other stockholders and thus result in corporate decisions that may be
disadvantageous to other stockholders.
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Use of Proceeds, page 11
23. We estimate the remaining $2,500 will be covered by funds from our current
cash on hand.
24. Revised to state we will transfer the funds to our business operating
account.
Description of Our Business, page 14
25. We have revised the Plan of Operations for the 12 months following the
offering to provide additional details regarding our timeframes, cost
estimates and plan for accomplishing each phase.
Principal Services or Products or Services and Their Markets, page 15
26. We have provided the dollar volume for the secondary market, the San
Francisco market share and disclosed there is no guarantee that we will be
able to obtain market share in the industry.
27. We have disclosed that the company intends to develop a method for
delivering tickets directly to the smartphone via text and Website. This
will be done through adaptation of existing MAC IOS and Android developer
kits or creation of a new applet that will deliver the exact image of the
ticket including barcode to the consumer allowing them to gain access to
the venue through the scanned barcode. The ticket will be in PDF format and
will be delivered by an access code that once entered unlocks the ticket.
28. We do expect to earn revenue within twelve months from the close of the
offering.
29. We have disclosed that we currently have no agreements with any venues, we
have not yet developed software for use on Android or Apple enabled devices
and we have no agreements with Apple or other providers of smartphone
operating systems to offer our products on Android or Apple enabled
devices.
Distribution Methods of Products or Services, page 16
30. We have disclosed that Management's research shows that almost all
transactions are done via email where the customer must utilize a printer
to print the ticket. Some companies may offer some form of ticket delivery
similar to the one we are proposing, but it is Management's belief that our
app is superior and easier to use by the customer.
Pricing, page 16
31. We reference Ticketmaster as a way to show that it is an accepted practice
within the industry. The consumer does not necessarily separate the two
markets in his or her mind.
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32. We have expanded the discussion to include each event has a limited amount
of available tickets and as the event date gets closer and the supply
dwindles the price will invariably rise. The opposite effect will happen in
which excess inventory for event as the date draws near will result in a
price drop. Other variables that can affect this are weather, team
performance, the last minute absence of a key player or performer, the last
minute addition of additional shows by the promoter or performer.
Overview of the Online Ticketing Industry, page 16
33. We have revised the first statement to state it is Management's belief and
the basis for the belief.
34. We have added the disclosure that, though the technology for delivering
tickets via smartphones is already in use within the industry, in our
opinion it is not widely or effectively used, in our opinion.
Competition, Competitive Position in the Industry and Methods of Competition,
page 17
35. Revised to disclose there are no barriers to entry into the industry.
36. We have identified the other services offering smartphone scans.
Dependence on One or a Few Major Customers, page 17
37. Revised to state that we do not currently have any customers, however; due
to the large number of individual ticket purchasers we will not be
dependent upon one or few major customers if we are able to carry out our
business plan.
Patents, Trademarks, page 17
38. We have stated that we do not currently have any plans to seek intellectual
property protection for our technology and services and have added a risk
factor addressing this fact.
Need for Any Government Approval of Principal Products or Services, page 17
39. We have revised to disclose that the Company is not aware of any government
approval required for our principal products or services.
Number of Total Employees and Number of Full Time Employees, page 18
40. We have added that Mr. Rheingrover estimates he is currently devoting
approximately 5 hours per week to company matters and Ms. Nelson estimates
she is spending approximately 2 hours on company matters per week.
Rule 144 Shares, page 19
41. We have revised to clarify the restrictions of Rule 144 for affiliates and
non-affiliates.
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Directors, Executive Officer, Promoters and Control Persons, page 24
Executive Biography, page 25
Russell Rheingrover, President, Secretary, CEO and Director, page 25
42. We have added disclosure in the business and summary sections regarding the
potential conflict of interest and also added a risk factor.
Kristi Ann Nelson, Treasurer, CFO and Director, page 25
43. There is no position to disclose. She is the Digital Account Director for
IDG Enterprise and responsible for 650 Business2Business clients.
Business2Business refers to "the exchange of products, services, or
information between businesses rather than between businesses and
consumers."
Director Compensation, page 27
44. The disclosure has been corrected to $0.001 per share.
Certain Relationships and Related Transactions, page 28
45. We have revised to disclose Mr. Rheingrover purchased the shares for
$33,000, however only $30,000 was transferred to the bank account prior to
the close of the financials for the year ended January 31, 2013. The
remaining $3,000 was transferred to the company bank account the first week
of February 2013. There was no loan to Mr. Rheingrover to disclose, it was
disclosed under Stockholders Equity.
Financial Statements
46. The financial statements will be updated as appropriate prior to the 135
day expiration date of June 15, 2013.
Exhibit 23.1
47. We have filed an updated consent letter from our auditor.
Exhibit 99.1
48. The subscription agreement has been revised to remove paragraph (a).
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We acknowledge and understand that the company and management are responsible
for the accuracy and adequacy of the disclosures made in our filings. The
Company further acknowledges that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
Sincerely,
/s/ Russell Rheingrover
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Russell Rheingrover
President & Director
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