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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July 8, 2013
Via EDGAR
Mr. John Dana Brown
Ms. Sonia Bednarowski
United States Securities and Exchange Commission
Washington, D.C. 20549
Re: Ticket Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed May 24, 2013
File No. 333-187544
Dear Mr. Brown and Ms. Bednarowski:
In response to your letter of June 10, 2013 regarding the Company's Amended
Registration Statement on Form S-1 filed May 24, 2013 we have further amended
the Registration Statement and provide this cover letter to identify the changes
made.
General
1. Though 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,
nor do we have any research reports about us that have been published
or distributed in reliance upon Section 2(a)(3) of the Securities Act
of 1933, if prior to effectiveness there are written communications
distributed or research reports published, we will provide copies to
the Commission.
2. We again respectfully disagree that we are a shell company. Per our
current filing, we have begun implementing our business plan and have
accomplished the following: Retained the services of a website
developer and graphic artist to make our website viable, and to date
have developed our logo design, art work and backgrounds, photos and
images selected related to our core markets, layout and design of our
Home, About Us, and Contact Pages. We are now continuing to develop
the Website order processing module for our planned customers to order
directly from our Website, and established a secure server system for
our sales. Through July we intend to acquire a potential customer
database list, complete remaining Website technology specifications
and product screens. Through August we intend to launch our marketing
program by retaining a public relations firm, budgeted at $2,000 per
month, to contact likely customers of our services and introduce us on
various social media Websites. We are working to provide software and
development services for a social media data analysis tool to a
customer and expect initial revenue from that product within sixty to
ninety days. Should this product meet customer specifications, we may
have additional development project services with this customer in the
future. We retain the ownership rights to all of our software and
development services and intend to utilize these same tools in our
business. We have had initial discussions with our customer regarding
these future software and development projects, but as of this date we
have no contractual agreements or firm commitments involving future
projects with this customer and therefore will not report these
matters until such time as we do have signed agreements with this or
any other potential customer.
3. We have disclosed in the Summary section and also in the Plan of
Operation section the agreement with Sure Street, Inc. We have also
filed the agreement as an exhibit in this amendment.
Registration Statement Cover Page
4. The cover page has been revised to indicate Rule 457.
Prospectus Summary, page 3
General Information About Our Company, page 3
5. We have stated the amount of cash we have as of the filing date of the
amendment and the resulting amount of time the cash will last.
6. We have expanded the disclosure to provide a further explanation of
management's continued efforts in implementing the business plan.
7. We have revised to state "Based on the 33,000,000 shares outstanding
at January 31, 2013 and the additional 15,000,000 shares we plan to
issue during this offering, the implied aggregate market price of our
stock at the issue price of $0.0033 is $158,400 in aggregate."
Risk Factors, page 5
There are no substantial barriers to entry, page 8
8. We have revised to state that we have no plans to seek intellectual
property protection at this time.
If there are events or circumstances affecting the reliability and security of
the internet, page 8
9. We have revised the disclosure to clarify our website is not yet up
and running and that the discussion of circumvention of security
measures is of other websites on the internet.
Having Only Two Directors, page 10
10. We have clarified that the directors will determine their own salaries
and perquisites and as a result there could be no funds for net
income.
We will incur ongoing costs and expenses for SEC reporting and compliance, page
12
11. We have revised the disclosure to clarify there is no guarantee that
our shares will be quoted on the OTC Bulletin Board.
Description of Our Business, page 17
Principal Products of Services and Their Markets, page 18
12. We have removed the reference to the 4 billion dollar overall market,
revised to clarify we will be participating in the secondary market,
added the date of the secondary market information and stated there is
no guarantee that we will be able to gain any market share.
13. We have revised the sentence to state "We chose San Francisco as it is
considered to be one of the world's leading tourist destinations
ranked following Paris, Barcelona and London...".
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14. We have revised to disclose "the San Francisco Giants are ranked
number 4 in ticket sales for professional football, basketball,
baseball and hockey teams. There is no guarantee however that we will
be able to sell any tickets.
15. We have removed the word "engage" and replaced with "had informal
discussions with". We have also disclosed that we do not have any
agreements in place with any of these groups and there is no guarantee
that we will be able to sell tickets for these teams or venues. We
have also disclosed our C.E.O. is currently the C.E.O. of a company in
the secondary ticket market, he spends only 5 hours of his business
time per week on our affairs and there is no guarantee that we will
benefit from his relationships in the event marketing industry.
16. We have revised to clarify that we intend to buy and sell tickets from
the following teams, venues and primary ticket agencies: the San
Francisco 49'ers, San Francisco Giants, Golden State Warriors
Shoreline Amphitheatre, The Gorge, San Jose Earthquakes, Stubhub, eBay
and Ticketmaster. Ticketmaster and Live Nation are primary vendors of
tickets. We intend to purchase tickets from both companies. As buyers
of tickets, we are not their competitors. Sellers post tickets for
sale on Stubhub and buyers go there to buy tickets and this is called
the secondary ticket market. We intend to post tickets we purchase on
Stubhub for sale to buyers. We do not need any agreements with these
companies as we buy and sell tickets. After the initial public
funding, the director has verbally agreed to loan the company
sufficient funding necessary to acquire daily ticket inventory on an
ongoing basis for the first year of operation.
Distribution Methods of Products or Services, page 16
17. We have revised to clarify that "We do not currently have any event
ticket customers. If we are successful in our business plans and
attract customers they may use our website once it is up and running
or use our proposed smartphone application...". We have also modified
the disclosure on page 20 to state we do not currently have any plans
to seek intellectual property protection for our proposed app
technology.
18. We have revised to state "Management's belief that our app, once
development is complete, will be superior and easier to use by
customers."
Pricing, page 20
19. We have removed the reference to Ticketmaster and added disclosure
that "We intend to use our management's experience and our software to
time the ticket sales side of our business to maximize the highest
price possible in order to maintain positive cash flow and profit."
Competition, page 20
20. We have removed the statement that there are no barriers to entry into
the industry and provided a discussion of the competitive market.
21. We have added Ticketmaster and Stubhub to the list.
Need for Any Government Approval of Principal Products or Services, page 21
22. We have revised to be consistent with the disclosure under Effect of
Existing or Probable Government Regulations.
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Management's Discussion and Analysis or Plan of Operation, page 14
Our Plan for the Next 12 Months, page 24
23. We have revised to disclose when we intend to start each step in our
business plan, how long we expect it to take to accomplish it and when
we expect to realize revenues from the app and other sources. We have
added the timeframe disclosure to the "General Information About Our
Company" on page 5.
24. We have revised to disclose we do not need agreements with these
companies as we intend to act as buyers of tickets, which we will then
own and resell.
25. We have revised to state that we have hired Danielle Caoutte for
website development and disclosed the work that has already been
accomplished on the website.
26. We have clarified to explain the costs of the programs coming from
cost of goods.
27. Revised to state "...produce sales from the app or website..."
Directors, Executive Officer, Promoters and Control Persons, page 30
Executive Biography, page 31
Kristi Ann Nelson, Treasurer, CFO and Director, page 31
28. We have revised to clarify that "At IDG she is responsible for
approximately 650 Business2Business clients in Washington and Oregon.
Business2Business refers to "the exchange of products, services, or
information between businesses rather than between businesses and
consumers"."
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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