U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TAG EVENTS CORP.
---------------------------
(Exact name of Registrant as specified in its charter)
NEVADA 8742 APPLIED FOR
- ------------- --------------------------- ----------------
(State or other Standard Industrial IRS Employer
jurisdiction of Classification Identification
incorporation or Number
organization)
Tag Events Corp.
Artiom Balykin, President
1239 West Georgia Street, Suite 1208
Vancouver, British Columbia
Canada V6E 4R8
Telephone: (778) 288-4461
Facsimile: (604) 669-0774
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(Name and address of principal executive offices)
Val-u-corp Services, Inc.
Attention: Daniel Kramer
1802 North Carson Street, Suite 212
Carson City, Nevada, 89701
Telephone: 775-887-8853
Facsimile: 775-887-0738
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(Name, address and telephone number of agent for service)
Approximate date of commencement of
Proposed sale to the public: as soon as practicable after
the effective date of this
Registration Statement.
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. |__|
If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following. |__|
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------
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 (2) FEE (2)
- -----------------------------------------------------------------------
common stock $45,000 $0.02 $45,000 $4.82
- -----------------------------------------------------------------------
(1) Based on the last sales price on November 4, 2006
(2) Estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457 under the Securities Act.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
SUBJECT TO COMPLETION, DATED FEBRUARY 8, 2007
PROSPECTUS
TAG EVENTS CORP.
2,250,000 SHARES OF COMMON STOCK
-----------------
The selling shareholders named in this prospectus are offering all of the shares
of common stock offered through this prospectus.
Our common stock is presently not traded on any market or securities exchange.
-----------------
THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. SEE SECTION ENTITLED "RISK FACTORS" ON PAGES 7-9.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS 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 OR SALE IS NOT PERMITTED.
The selling shareholders will sell our shares at $0.02 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. We determined this offering price based
upon the price of the last sale of our common stock to investors.
Neither the 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 Date Of This Prospectus Is: February 8, 2007
TABLE OF CONTENTS
PAGE
SUMMARY ....................................................... 6
RISK FACTORS .................................................. 7
- If we do not obtain additional financing, our business
may fail ................................................ 7
- Because we have only conducted events of limited capacity,
we face a high risk of business failure .................. 8
- We need to continue as a going concern if our business is
to succeed ............................................... 8
- If we are unable to sign contract with a significant number
of venues for the use of their facilities, our business
will fail...................................................8
- If we are unable to find popular DJ's and live bands to
perform at our events, our business may fail................8
- If we are unable to attract enough people to our events, our
business may fail...........................................8
- If we are unable to retain key personnel, then we may not be
able to implement our business..............................8
- If we are not able to effectively respond to competition,
our business may fail...................................... 9
- Because our director and officer owns 57.14% of our
outstanding common stock, he will make and control corporate
decisions that may be disadvantageous to minority
shareholders............................................... 9
- If a market for our common stock does not develop,
shareholders may be unable to sell their shares .......... 9
- A purchaser is purchasing penny stock which limits his or
her ability to sell the stock ............................ 9
USE OF PROCEEDS ............................................... 10
DETERMINATION OF OFFERING PRICE ............................... 10
DILUTION ...................................................... 10
SELLING SHAREHOLDERS .......................................... 10
PLAN OF DISTRIBUTION .......................................... 13
LEGAL PROCEEDINGS ............................................. 15
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.. 15
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 16
DESCRIPTION OF SECURITIES ..................................... 17
INTEREST OF NAMED EXPERTS AND COUNSEL ......................... 18
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES .................................... 18
ORGANIZATION WITHIN LAST FIVE YEARS ........................... 18
DESCRIPTION OF BUSINESS ....................................... 18
PLAN OF OPERATION ............................................ 20
DESCRIPTION OF PROPERTY ....................................... 22
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ................ 23
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ...... 23
EXECUTIVE COMPENSATION ........................................ 24
FINANCIAL STATEMENTS .......................................... 24
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ................. 36
AVAILABLE INFORMATION ......................................... 36
SUMMARY
PROSPECTIVE INVESTORS ARE URGED TO READ THIS PROSPECTUS IN ITS ENTIRETY.
We are involved in event organizing and promoting in Vancouver, British
Columbia. To date, we have been organizing parties and events in night clubs in
Vancouver. Most of our revenue comes from selling entrance tickets to the events
that we organize.
Our business strategy is to continue organizing music events in night clubs. We
also intend to begin organizing concerts with live bands. To help cover the
expense of organizing and promoting events, we intend to arrange sponsors for
our events. Sponsors will pay a fee in return for their product or corporate
name being advertised at our events. To attract major sponsors we will need to
increase attendance at our events and increase the popularity of our brand name.
We intend to invite top DJs and live bands to perform at our events. The fee
that we will have to pay to the artist to perform at our event will increase
with the artist's talent and popularity. Net profit will be the amount remaining
after deducting the cost of advertising, extra equipment cost, and paying the
performers. Although we have been able to make a small profit before, there is
no guarantee that the revenue from the door sales will continue to cover all the
costs of organizing the events and return profit. If we are unable to generate
significant revenue, we may be obliged to cease business operations due to lack
of funds.
We were incorporated on July 18, 2006 under the laws of the state of Nevada. Our
principal offices are located at 1239 West Georgia Street, Suite 1208,
Vancouver, British Columbia, Canada V6E 4R8. Our telephone is (778)-288-4461.
THE OFFERING:
SECURITIES BEING OFFERED Up to 2,250,000 shares of common stock.
OFFERING PRICE The selling shareholders will sell our
shares at $0.02 per share until our shares
are quoted on the OTC Bulletin Board, and
thereafter at prevailing market prices or
privately negotiated prices. We determined this
offering price based upon the price of the last
sale of our common stock to investors.
TERMS OF THE OFFERING The selling shareholders will determine when and
how they will sell the common stock offered in this
prospectus.
TERMINATION OF THE OFFERING The offering will conclude when all of the
2,250,000 shares of common stock have been sold or
we, in our sole discretion, decide to terminate the
registration of the shares. We may decide to terminate
the registration if it is no longer necessary due to
the operation of the resale provisions of Rule 144. We
may also terminate the offering for no given reason
whatsoever.
SECURITIES ISSUED
AND TO BE ISSUED 5,250,000 shares of our common stock are issued and
outstanding as of the date of this prospectus. All
of the common stock to be sold under this prospectus
will be sold by existing shareholders.
USE OF PROCEEDS We will not receive any proceeds from the sale of
the common stock by the selling shareholders.
SUMMARY FINANCIAL INFORMATION
Balance Sheet September 30, 2006
(audited)
Cash $18,330
Total Assets $18,330
Liabilities $ 0
Total Stockholders' Equity $18,330
Statement of Loss and Deficit
From incorporation on
July 18, 2006 to September 30, 2006
(audited)
Revenue $0
Net Loss ($1,170)
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 could decline due to any
of these risks, and you may lose all or part of your investment.
IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS MAY FAIL.
Our business plan calls for ongoing expenses in connection with advertising and
organizing our events. We have generated minimal revenue from operations to
date.
We expect to incur approximately $1,800 in organizational and promotional
expenses in order to organize our next event following the filing of this
prospectus. For the next eight months, the revenue generated by each event
should be sufficient to pay for the organization of each subsequent event. The
balance of revenue generated will be used for general administrative expenses,
costs relating to the filing of our registration statement and business costs
relating to negotiating and entering into agreements with venues, making
arrangements for entertainment and sponsorship. In the four to six months
thereafter, we will require approximately an additional $20,000 to be able to
organize more events of higher capacity.
In order to expand our business operations, we anticipate that we will have to
raise additional funding. If we are not able to raise the capital necessary to
fund our business expansion objectives, we may have to delay the implementation
of our business plan.
We do not currently have any arrangements for financing. Obtaining additional
funding will be subject to a number of factors, including general market
conditions, investor acceptance of our business plan and initial results from
our business operations. These factors may impact the timing, amount, terms or
conditions of additional financing available to us. The most likely source of
future funds recently available to us is through the sale of additional shares
of common stock.
BECAUSE WE HAVE ONLY CONDUCTED EVENTS OF LIMITED CAPACITY, WE FACE A HIGH RISK
OF BUSINESS FAILURE.
We were incorporated on July 18, 2006 and to date have been involved in
organizing smaller events of limited capacity. We have earned little revenues as
of the date of this prospectus and have incurred total losses of $1,170 from our
incorporation to September 30, 2006.
Accordingly, you cannot evaluate our business, and therefore our future
prospects, due to a minimal of operating history. To date, our business
development activities have consisted solely of organizing two events and
negotiating verbal agreements with one DJ and two venues. Potential investors
should be aware of the difficulties normally encountered by development stage
companies and the high rate of failure of such enterprises.
In addition, there is no guarantee that we will be able to expand our business
operations. Even if we expand our operations, at present, we do not know
precisely when this will occur.
WE NEED TO CONTINUE AS A GOING CONCERN IF OUR BUSINESS IS TO SUCCEED.
Our business condition, as indicated in our independent accountant's audit
report, raises substantial doubt as to our continuance as a going concern. To
date, we have completed only part of our business plan and we can provide no
assurance that we will be able to generate enough revenue from our events in
order to achieve profitability. It is not possible at this time for us to
predict with assurance the potential success of our business.
IF WE ARE UNABLE TO SIGN CONTRACTS WITH A SIGNIFICANT NUMBER OF VENUES FOR
THE USE OF THEIR FACILITIES, OUR BUSINESS WILL FAIL.
The success of our business requires that we enter into contracts with various
venues respecting the use of their facilities for our events. If we are unable
to conclude agreements with such venues, or if any agreements we reach with them
are not on favorable terms that allow us to generate profit, our business will
fail. To date, we have no written contracts with any venues.
IF WE ARE UNABLE TO FIND POPULAR DJ'S AND LIVE BANDS TO PERFORM AT OUR EVENTS,
OUR BUSINESS MAY FAIL
We will have to constantly deliver new and exiting entertainment to our
clientele. If we are unable to find popular performers or to reach agreements
with them on favorable terms that allow us to generate profit, our business will
fail.
IF WE ARE UNABLE TO ATTRACT ENOUGH PEOPLE TO OUR EVENTS, OUR BUSINESS WILL FAIL.
Since our revenue comes almost exclusively from admission fees that our people
pay when they attend our events, we need to attract enough people to our events
in order to cover our costs. If we are unable to attract enough people to our
events, we will generate losses and our business to fail.
IF WE ARE UNABLE TO RETAIN KEY PERSONNEL, THEN WE MAY NOT BE ABLE TO IMPLEMENT
OUR BUSINESS PLAN
We depend on the services of our sole director, Artiom Balykin, for the future
success of our business. The loss of the services of Mr. Balykin could have an
adverse effect on our business, financial condition and results of operations.
We do not carry any key personnel life insurance policies on Mr. Balykin and we
do not have a contract for his services.
IF WE ARE NOT ABLE TO EFFECTIVELY RESPOND TO COMPETITION, OUR BUSINESS MAY FAIL
There are thousands of event promoters of various sizes that compete directly
with us. Some of these competitors have established businesses with substantial
following and valuable contacts. We will attempt to compete against these
groups by establishing networks of promoters who will keep in regular personal
contact with our clientele. We cannot assure you that such a marketing plan will
be successful or that competitors will not copy our business strategy.
Our inability to achieve profit and revenue due to competition will have an
adverse effect on our business, financial condition and results of operations.
BECAUSE OUR DIRECTOR AND OFFICER OWNS 57.14% OF OUR OUTSTANDING COMMON STOCK, HE
WILL MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO
MINORITY SHAREHOLDERS.
Mr. Balykin, our director and officer, owns approximately 57.14% of the
outstanding shares of our common stock. Accordingly, he will have significant
influence in determining the outcome of all corporate transactions or other
matters, including the election of directors, mergers, consolidations and the
sale of all or substantially all of our assets, and also the power to prevent or
cause a change in control. The interests of Mr. Balykin may differ from the
interests of the other stockholders and may result in corporate decisions that
are disadvantageous to other shareholders.
IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES.
There is currently no market for our common stock and a market may not develop.
We currently plan to apply for quotation of our common stock on the OTC Bulletin
Board upon the effectiveness of our registration statement, of which this
prospectus forms a part. However, there is no assurance that our shares will be
traded on the bulletin board or, if traded, that a public market will
materialize. If no market is ever developed for our shares, it will be
difficult for shareholders to sell their stock. In such a case, shareholders
may find that they are unable to achieve benefits from their investment.
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 Exchange
Act. The shares will remain penny stock for the foreseeable future. "Penny
stock" rules impose additional sales practice requirements on broker-dealers who
sell such securities to persons other than established customers and accredited
investors, that is, generally those with assets in excess of $1,000,000 or
annual income exceeding $200,000 or $300,000 together with a spouse. For
transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase of such securities and have received
the purchaser's written consent to the transaction prior to the purchase.
Additionally, for any transaction involving a penny stock, unless exempt, the
rules require the delivery, prior to the transaction, of a disclosure schedule
prescribed by the Commission relating to the penny stock market. The broker-
dealer also must disclose the commissions payable to both the broker-dealer and
the registered representative and current quotations for the securities.
Finally, monthly statements must be sent disclosing recent price information on
the limited market in penny stocks. Consequently, the "penny stock" rules may
restrict the ability of broker-dealers to sell our shares of common stock. The
market price of our shares would likely suffer as a result.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements. You
should not place too much reliance on these forward-looking statements. Our
actual results are most likely to differ materially from those anticipated in
these forward-looking statements for many reasons, including the risks faced by
us described in the "Risk Factors" section and elsewhere in this prospectus.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock offered
through this prospectus by the selling shareholders.
DETERMINATION OF OFFERING PRICE
The selling shareholders will sell our shares at $0.02 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. We determined this offering price, based
upon the price of the last sale of our common stock to investors.
DILUTION
The common stock to be sold by the selling shareholders is common stock that is
currently issued and outstanding. Accordingly, there will be no dilution to our
existing shareholders.
SELLING SHAREHOLDERS
The selling shareholders named in this prospectus are offering all of the
2,250,000 shares of common stock offered through this prospectus. These shares
were acquired from us in a private placement that was exempt from registration
under Regulation S of the Securities Act of 1933. The shares include the
following:
1. 1,500,000 shares of our common stock that the selling shareholders
acquired from us in an offering that was exempt from registration under
Regulation S of the Securities Act of 1933 and was completed on August
3, 2006;
2. 750,000 shares of our common stock that the selling shareholders acquired
from us in an offering that was exempt from registration under Regulation
S of the Securities Act of 1933 and was completed on November 4, 2006;
The following table provides as of the date of this prospectus, information
regarding the beneficial ownership of our common stock held by each of the
selling shareholders, including:
1. the number of shares owned by each prior to this offering;
2. the total number of shares that are to be offered for each;
3. the total number of shares that will be owned by each upon
completion of the offering; and
4. the percentage owned by each upon completion of the offering.
Total Number
Of Shares To Total Shares Percent
Be Offered For Owned Upon Owned Upon
Shares Owned Selling Completion Completion
Name of Selling Prior To This Shareholder Of This Of This
Stockholder Offering Account Offering Offering
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Elena Avdasseva 250,000 250,000 Nil Nil
704-1155 Beach Ave
Vancouver, BC V6E 1V2
Ludmila Balykin 250,000 250,000 Nil Nil
2950 Renfrew St
Vancouver BC V5M 3K6
Jessamine Wong 250,000 250,000 Nil Nil
3490 Fairmont Rd
N Vancouver BC V7R 2W9
Chih-Chun Wu 250,000 250,000 Nil Nil
No. 6 Hua Nan Road Longstan
County, Taoyuan, Taiwan
Albert Au 250,000 250,000 Nil Nil
6250 Kings Lynn St
Vancouver, BC V5S 4V5
Gan Lee Sue 250,000 250,000 Nil Nil
6250 Kings Lynn St
Vancouver, BC V5S 4V5
Arthur Goutsouliak 25,000 25,000 Nil Nil
1510 W 59th Ave
Vancouver, BC V6P 1Z2
Braden Lichti 25,000 25,000 Nil Nil
1500 How Apt 1709
Vancouver, BC V6Z 2N1
Alex Alexandrov 25,000 25,000 Nil Nil
6476 184A St
Cloverdale BC V3S 8T1
Alexander Balykin 25,000 25,000 Nil Nil
5729 Nanaimo st
Vancouver, BC V6E 1V2
Nikolai Avdassev 25,000 25,000 Nil Nil
95-614 Willingdon Ave
Burnaby, BC V5H 2T9
Olena Moroz 25,000 25,000 Nil Nil
106-10971 Morfield Road
Richmond, BC V7A 2W5
Ryan Nickson 25,000 25,000 Nil Nil
Apt 106-230 E. 2nd St
North Vancouver, BC V7L 1C5
Total Number
Of Shares To Total Shares Percent
Be Offered For Owned Upon Owned Upon
Shares Owned Selling Completion Completion
Name of Selling Prior To This Shareholder Of This Of This
Stockholder Offering Account Offering Offering
- --------------------------------------------------------------------------------
Albina Parrik 25,000 25,000 Nil Nil
4405 Powell Ave
Montreal, Quebec H4P 1E5
Vartan Kaprielov 25,000 25,000 Nil Nil
11682 James-Morrice
Montreal, Quebec H3M 2E8
Georgi Parrik 25,000 25,000 Nil Nil
4405 Powel Ave
Montreal, Quebec 4HP 1E5
Aivo Kutter 25,000 25,000 Nil Nil
4405 Powel Ave
Montreal, Quebec 4HP 1E5
Irina Balykin 25,000 25,000 Nil Nil
5729 Nanaimo St
Vancouver, BC V6E 1V2
Caz Vasher 50,000 50,000 Nil Nil
1772 S.E. Marine Dr
Vancouver, BC V5P 2R8
Dmitry Lyakutin 50,000 50,000 Nil Nil
128 8th Ave W unit 206
North Vancouver BC V7M 3M1
Maya Raskovic 50,000 50,000 Nil Nil
311-7035 Balmoral St
Burnaby, BC V5E 1J4
Oxana Avdaseva 50,000 50,000 Nil Nil
95-6141 Willingdon Ave
Burnaby, BC V5H 2J9
Tamara Ishutkina 50,000 50,000 Nil Nil
63-5 Kombinostroiteley
Birobidjan, EAO 679 014, Russia
Andrey Simonenko 50,000 50,000 Nil Nil
2416 West 15th Ave
Vancouver, BC V6K 2Z2
Elena Dannikova 50,000 50,000 Nil Nil
128 8th Ave W unit 206
North Vancouver BC V7M 3M1
Olga Malitski 50,000 50,000 Nil Nil
5186 Smith Ave
Burnaby, BC V5G 2W9
Total Number
Of Shares To Total Shares Percent
Be Offered For Owned Upon Owned Upon
Shares Owned Selling Completion Completion
Name of Selling Prior To This Shareholder Of This Of This
Stockholder Offering Account Offering Offering
- --------------------------------------------------------------------------------
Anna Grabarnik 25,000 25,000 Nil Nil
9678 Sallal Place
Surrey, BC V3T 5A6
Roland Asmar 25,000 25,000 Nil Nil
854 Car Simon
Montreal, Quebec H4M 2W3
The named party beneficially owns and has sole voting and investment power over
all shares or rights to these shares. The numbers in this table assume that none
of the selling shareholders sells shares of common stock not being offered in
this prospectus or purchases additional shares of common stock, and assumes that
all shares offered are sold. The percentages are based on 5,250,000 shares of
common stock outstanding on the date of this prospectus.
Our sole director and officer, Artiom Balykin is related to the following
shareholders:
Ludmila Balykin - mother
Alexander Balykin - father
Irina Balykin - sister
Otherwise, none of the selling shareholders:
(1) has had a material relationship with us other than as a
shareholder at any time within the past three years; or
(2) has ever been one of our officers or directors.
PLAN OF DISTRIBUTION
Following the effective date of this registration statement, we intend to apply
to have our shares quoted for trading on the OTC Bulletin Board. In order to
accomplish this, we will need to retain a market maker to file an application on
our behalf. We have not engaged a market marker and there is no assurance that
we will be able to do so. There is no assurance that our stock will be quoted on
the OTC Bulletin Board or that a market maker will file an application for a
quotation on our behalf in order to make a market for our common stock.
The selling shareholders may sell some or all of their common stock in one or
more transactions, including block transactions:
The selling shareholders will sell our shares at $0.02 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. We determined this offering price
arbitrarily based upon the price of the last sale of our common stock to
investors.
The shares may also be sold in compliance with the Securities and Exchange
Commission's Rule 144.
The selling shareholders may also sell their shares directly to market makers
acting as principals or brokers or dealers, who may act as agent or acquire the
common stock as a principal. Any broker or dealer participating in such
transactions as agent may receive a commission from the selling shareholders,
or, if they act as agent for the purchaser of such common stock, from such
purchaser. The selling shareholders will likely pay the usual and customary
brokerage fees for such services. Brokers or dealers may agree with the selling
shareholders to sell a specified number of shares at a stipulated price per
share and, to the extent such broker or dealer is unable to do so acting as
agent for the selling shareholders, to purchase, as principal, any unsold shares
at the price required to fulfill the respective broker's or dealer's commitment
to the selling shareholders. Brokers or dealers who acquire shares as principals
may thereafter resell such shares from time to time in transactions in a market
or on an exchange, in negotiated transactions or otherwise, at market prices
prevailing at the time of sale or at negotiated prices, and in connection with
such re-sales may pay or receive commissions to or from the purchasers of such
shares. These transactions may involve cross and block transactions that may
involve sales to and through other brokers or dealers. If applicable, the
selling shareholders may distribute shares to one or more of their partners who
are unaffiliated with us. Such partners may, in turn, distribute such shares as
described above. We can provide no assurance that all or any of the common stock
offered will be sold by the selling shareholders.
We are bearing all costs relating to the registration of the common stock. The
selling shareholders, however, will pay any commissions or other fees payable to
brokers or dealers in connection with any sale of the common stock.
The selling shareholders must comply with the requirements of the Securities Act
and the Securities Exchange Act in the offer and sale of the common stock. In
particular, during such times as the selling shareholders may be deemed to be
engaged in a distribution of the common stock, and therefore be considered to be
an underwriter, they must comply with applicable law and may, among other
things:
1. Not engage in any stabilization activities in connection with
our common stock;
2. Furnish each broker or dealer through which common stock may be offered,
such copies of this prospectus, as amended from time to time, as may be
required by such broker or dealer; and
3. Not bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities other than as permitted under the
Securities Exchange Act.
The Securities 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 Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Commission, which:
* contains a description of the nature and level of risk in the market for
penny stocks in both public offerings and secondary trading;
* contains a description of the broker's or dealer's duties to the customer
and the rights and remedies available to the customer with respect to a
violation of such duties
* contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" prices for penny stocks 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 Commission shall require by rule or
regulation;
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, the customer:
* with 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
those securities.
LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings. Our address for service
of process in Nevada is 1802 N. Carson Street, Suite 212, Carson City, Nevada,
89701.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our executive officers and directors and their respective ages as of the date of
this prospectus are as follows:
DIRECTORS:
NAME OF DIRECTOR AGE
- ----------------------- -----
Artiom Balykin 27
EXECUTIVE OFFICERS:
NAME OF OFFICER AGE OFFICE
- --------------------- ----- -------
Artiom Balykin 27 President, Chief
Executive Officer,
Secretary, Treasurer,
And Director
BIOGRAPHICAL INFORMATION
Set forth below is a brief description of the background and business experience
of each of our executive officers and directors for the past five years.
MR. BALYKIN has acted as our President and as a director since our incorporation
on July 18, 2006. Mr Balykin devotes about 20% of his business time to planning
and organizing events for Tag Events Corp. From June 2006 to present, Mr.
Balykin has worked as a self-employed consultant providing administrative
services to various companies. From September 2004 to July 2006, he was
involved in event planning in rented halls and nightclubs. During the same time,
Mr Balykin was also involved in marketing and finding new placements for an
entertainment company involved in the distribution of arcade games. From
September 2000 to April 2005, Mr. Balykin was a full time business student at
the University of British Columbia's Sauder School of Business. He graduated
with a Bachelor of Commerce degree in May 2005.
TERM OF OFFICE
Our directors are appointed for a one-year term to hold office until the next
annual general meeting of our shareholders or until removed from office in
accordance with our bylaws. Our officers are appointed by our board of directors
and hold office until removed by the board.
We have no employees other than the officers and directors described above.
CONFLICTS OF INTEREST
We do not have any procedures in place to address conflicts of interest that may
arise in our directors between our business and their other business activities.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides the names and addresses of each person known to us
to own more than 5% of our outstanding common stock as of the date of this
prospectus, and by the officers and directors, individually and as a group.
Except as otherwise indicated, all shares are owned directly.
AMOUNT OF
TITLE OF NAME AND ADDRESS BENEFICIAL PERCENT
CLASS OF BENEFICIAL OWNER OWNERSHIP OF CLASS
- --------------------------------------------------------------------------------
COMMON Artiom Balykin 3,000,000 57.14%
STOCK President, Chief
Executive Officer, Treasurer,
Secretary And Director
704-1155 Beach Avenue
Vancouver, B.C.
Canada
COMMON All officers and directors 3,000,000 57.14%
STOCK as a group that consists of shares
one person
The percent of class is based on 5,250,000 shares of common stock issued and
outstanding as of the date of this prospectus.
DESCRIPTION OF SECURITIES
GENERAL
Our authorized capital stock consists of 75,000,000 shares of common stock at a
par value of $0.001 per share.
COMMON STOCK
As of February 8, 2007, there were 5,250,000 shares of our common stock issued
and outstanding that are held by 29 stockholders of record.
Holders of our common stock are entitled to one vote for each share on all
matters submitted to a stockholder vote. Holders of common stock do not have
cumulative voting rights. Therefore, holders of a majority of the shares of
common stock voting for the election of directors can elect all of the
directors. Holders of our common stock representing a majority of the voting
power of our capital stock issued, outstanding and entitled to vote, represented
in person or by proxy, are necessary to constitute a quorum at any meeting of
our stockholders. A vote by the holders of a majority of our outstanding shares
is required to effectuate certain fundamental corporate changes such as
liquidation, merger or an amendment to our articles of incorporation.
Holders of common stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds. In the
event of a liquidation, dissolution or winding up, each outstanding share
entitles its holder to participate pro rata in all assets that remain after
payment of liabilities and after providing for each class of stock, if any,
having preference over the common stock. Holders of our common stock have no
pre-emptive rights, no conversion rights and there are no redemption provisions
applicable to our common stock.
PREFERRED STOCK
We do not have an authorized class of preferred stock.
DIVIDEND POLICY
We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.
SHARE PURCHASE WARRANTS
We have not issued and do not have outstanding any warrants to purchase shares
of our common stock.
OPTIONS
We have not issued and do not have outstanding any options to purchase shares of
our common stock.
CONVERTIBLE SECURITIES
We have not issued and do not have outstanding any securities convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a substantial
interest, direct or indirect, in the registrant or any of its parents or
subsidiaries. Nor was any such person connected with the registrant or any of
its parents or subsidiaries as a promoter, managing or principal underwriter,
voting trustee, director, officer, or employee.
Daniel C. Masters, our legal counsel, has provided an opinion on the validity of
our common stock. We retained him solely for the purpose of providing this
opinion and have not received any other legal services from him.
The financial statements included in this prospectus and the registration
statement have been audited by Dale Matheson Carr-Hilton LaBonte LLP, "DMCL"
Chartered Accountants, to the extent and for the periods set forth in their
report appearing elsewhere in this document and in the registration statement
filed with the SEC, and are included in reliance upon such report given upon
the authority of said firm as experts in auditing and accounting.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
Our directors and officers are indemnified as provided by the Nevada Revised
Statutes and our Bylaws. We have been advised that in the opinion of the
Securities and Exchange Commission indemnification for liabilities arising under
the Securities Act 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 is asserted by one of our directors, officers, or
controlling persons 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 the question of whether such indemnification is
against public policy to court of appropriate jurisdiction. We will then be
governed by the court's decision.
ORGANIZATION WITHIN LAST FIVE YEARS
We were incorporated on July 18, 2006 under the laws of the state of Nevada.
On that date, Artiom Balykin was appointed as our director. As well, Mr. Balykin
was appointed as our president, chief executive officer, treasurer and
secretary.
DESCRIPTION OF BUSINESS
IN GENERAL
We are involved in music event organization and promotion. We were formed as a
corporation pursuant to the laws of Nevada on July 18, 2006. To date, we have
held two recorded music events in Vancouver night clubs featuring locally known
disc jockeys ("DJ's"). We generate revenue at such events by selling admission
tickets to the people that wish to attend our events.
Our president was involved in the organization of music and DJ events in the two
years preceding the formation of our company. During that period, he developed
valuable contacts in the Vancouver entertainment and promotions industry. We
intend to take advantage of Mr Balykin's experience and his contacts. Our
business strategy is to continue organizing DJ events in night clubs. We also
intend to begin organizing live music concerts in the Greater Vancouver,
British Columbia area.
To help cover some of the expenses of organizing and promoting events, we will
seek sponsors for our events. Sponsors will pay a fee in return for their
product being advertised at our events. To attract prominent sponsors, we will
need to increase attendance at our events and increase the popularity of our
brand. We intend to invite top DJ's and live bands to perform at our events.
As the quality and popularity of our performers increases, we will have to pay
higher amounts to secure such artists. Net profit, if any, will be the amount
remaining after deducting the costs of advertising the event and paying the
performers.
AGREEMENTS WITH PERFORMERS
Currently, we have had two DJ's that have performed at our initial events and
have verbally indicated that they will perform at future events. We will also
attempt to establish similar relationships with new DJ's and live bands. We will
solicit potential performers by contacting them personally or by contacting
their agents and representatives. First, we intend to rely on our president's
past contacts in the industry. As well, other performers will be selected based
on their past performances, their talent, recordings, and our belief whether
they appeal to our clientele. We do not intend on signing regular performance
contracts with performers due to the constantly changing tastes and demands in
the entertainment industry. Instead, we will execute single event contracts with
most artists. The performers will be paid between $500 and $3,000 per show,
based on their popularity and the size of the event. Generally, we intend to
pay the artist one third of their fee before the event and the rest immediately
after the event.
As our operations expand, we will attempt to secure agreements with performers
that will attract larger crowds in sizable venues. Such artists will request
substantially more money for their services.
AGREEMENT WITH VENUE OWNERS/MANAGERS
Generally, when we secure a venue for an event, we do not pay any rental fee for
the use of their facilities. Instead, the venue retains all the revenue from
sale of alcohol and any refreshments. Currently we have a few nightclubs with
which we have verbal agreements to conduct events on regular basis. We will
contact additional venues with view of executing additional agreements with
them. We will attempt to execute as many written agreements as possible;
however some of the agreements will have to be oral due to the nature of the
night club promotions industry. There is no guarantee that we will able to
execute sufficient number of agreements to stay in business. If the venue
manager is not convinced that our event will generate sufficient bar revenue, we
may not be able to reach a rental agreement, or be required to pay a deposit or
a rental fee. Even if we reach a sufficient number of written agreements most of
them are not easily enforceable due to high legal enforcement costs. We will
have to rely mostly on good faith of the venue management.
As our operations expand, we will consider renting venues and obtaining liquor
licenses for significant events. In such situations, our cost of organization,
promotion and security will be greater, but we will likely generate more revenue
through the sale of alcohol.
The following are typical terms between the promoter and venue during an event:
AGREEMENT WITH SPONSORS
Sponsors pay a cash fee in consideration for us advertising their products at
one of our events. We intend to contact potential sponsors with view of
executing contracts with them for regular sponsorships. In particular, we
intend to contact beer and hard liquor companies and their distribution agents.
ADVERTISING AND PROMOTING
For each event, we allocate advertising expense and decide on the advertising
media. The following is a list of advertising media we currently use or intend
to use at our events:
- INTERNET ADVERTISING: advertising on night life promotion websites,
building email lists and sending out invitations for each event
- FLYERS AND POSTERS: designing, printing and distributing flyers and
posters to our potential clientele before each event
- PROMOTERS NETWORK: building a promotion team that advertise our
events via word of mouth
- OTHER MEDIA: advertising on TV, radio, newspaper
CONDUCTING THE EVENT
To make sure our events are successful, we prepare the venue by checking the
sound equipment and lighting equipment. On occasion, we have to supply rental
sound equipment to supplement older, less reliable sound systems. We ensure that
there are security personnel on duty and first aid attendants readily available.
At the end of the event, we may be responsible for removing decorations and
returning the extra equipment.
SHARE OF MARKET
Our expected share of the event promotion market is difficult to determine given
that most promoters are private businesses that have no duty to publicly
disclose their revenue. However, we believe that due to the vast size of the
promotion market in Canada, our market share will likely be less than one
percent.
COMPLIANCE WITH GOVERNMENT REGULATION
We do not believe that government regulation will have a material impact on the
way we conduct our business.
EMPLOYEES
We have no employees as of the date of this prospectus other than our sole
director.
RESEARCH AND DEVELOPMENT EXPENDITURES
We have not incurred any other research or development expenditures since our
incorporation.
SUBSIDIARIES
We do not have any subsidiaries.
PATENTS AND TRADEMARKS
We do not own, either legally or beneficially, any patents or trademarks.
PLAN OF OPERATION
Our plan of operation for the twelve months following the date of this
prospectus is to enter into agreements with Vancouver based night clubs and
other venues in order to secure access to establishments for our event. We will
also contact DJ's and live musicians with a local following in order to secure
their participation at our events.
In the next 12 months, we intend to contact all suitable venues in the
Vancouver, British Columbia area with a view to executing a venue rental
agreement with us. We also plan to contact and secure sponsors for our events
during this period.
Our president has had business relationships with ten local venues and five DJ's
in the past that he will seek to reestablish. The specific business milestones
that we hope to achieve are as follows:
- From February to June 2007, we would like to execute agreements with
at least two venues regarding specific and ongoing events. During this
time, we also plan to hold three events by relying upon venues and
performers with whom our president has had previous dealings. These events
will likely be at night clubs with a maximum capacity of 400.
- From July to September 2007, we plan to organize six (two per month)
events using our existing and newly established contacts. During this
period, we intend to start organizing events of larger scale at venues of
maximum capacity of 800.
- From October 2007 to March 2008, we plan to organize 20 events (one
per week) mostly in venues that have signed contracts with us and mostly
with new performers and artists. We expect that some of these events will
be held at larger venues with a maximum capacity of 3,000. By the end of
this period, we hope to have two regular sponsors at each of our events.
The expected costs of a typical event are outlined below. These figures assume
that we will not incur any venue rental costs:
Small Event Medium Event Large
Event
Costs: per capacity 400 800 3000
Design, theme, decorations $200 $300 $1,000
Printing flyers and posters $500 $700 $2,500
Add/banner costs (newspaper, TV, online) $500 $800 $1,500
DJ/Performers $500 $700 $3,000
Equipment $100 $200 $2,000
Total: $1,800 $2,700 $10,000
We intend to retain one full-time promoter in the next six months, as well as an
additional full-time promoter in the six months thereafter. These individuals
will be independent contractors compensated solely in the form of percentage of
net profit from our events. Typical duties of a promoter would be to collect
email addresses and send out email-invitations, hand out flyers and poster
posters, advertise our events online on night life websites and forums and help
to plan and organize events. We expect to pay our promoters 10% of the gross
revenue we realize from each event.
In addition, in the next 12 months, we anticipate spending $5,000 on general
administrative costs and $15,000 on administrative fees, including fees payable
in connection with the filing of this registration statement and complying with
reporting obligations.
EVENT PROFIT
Our profit comes in form of cash paid by the people that attend our events at
the entrance. We usually charge between five and twenty dollars per person per
event depending on the venue, the size of the event, and the type of show.
For a small event with a maximum capacity of 400 people, we would generate
approximate gross revenue of $4,000 with full capacity and an admission charge
of $10 per person. Of this amount, $1,800 would cover our expenses as listed
above and $400 would cover the costs of our promoter (ie. 10% of $4,000; Our net
profit in such a scenario would therefore be $1,800. This amount would vary
depending on the number of tickets we sell to each event.
While we have sufficient funds on hand to continue business operations, we can
not guarantee the profitability of our events and therefore our cash reserves
may not be sufficient to meet our obligations for the next twelve-month period.
As a result, we may need to seek additional funding in the near future. We
currently do not have a specific plan of how we will obtain such funding;
however, we anticipate that additional funding will be in the form of equity
financing from the sale of our common stock.
We may also seek to obtain short-term loans from our directors, although no such
arrangement has been made. At this time, we cannot provide investors with any
assurance that we will be able to raise sufficient funding from the sale of our
common stock or through a loan from our directors to meet our obligations over
the next twelve months. We do not have any arrangements in place for any future
equity financing.
If we are unable to raise the required financing, we will be delayed in
conducting our business plan.
Our ability to generate sufficient cash to support our operations will be based
upon our promoting team's ability to attract enough people to our events.
Because we will be concentrating our efforts on executing agreements and
securing bookings during the next six months, we do not expect to realize any
significant revenue during that time. Once we have secured enough booking
contracts, we will concentrate our efforts on growing our network of promoters
and finding performers that will appeal to our clientele.
RESULTS OF OPERATIONS FOR PERIOD ENDING SEPTEMBER 30, 2006
We did not earn any revenue during the period from our inception on July 18,
2006 to September 30, 2006. We do not anticipate earning significant revenues
until such time as we have entered into regular booking contracts with venues
and commenced conducting events of greater magnitude and with more frequency.
We incurred operating expenses in the amount of $1,170 for the period from our
inception on July 18, 2006 to September 30, 2006. These operating expenses were
comprised of donated management fees recorded at $1,000, office expenses of $136
and bank charges of $34.
We have not attained profitable operations and are dependent upon obtaining
financing to complete our proposed business plan. For these reasons our auditors
believe that there is substantial doubt that we will be able to continue as a
going concern.
DESCRIPTION OF PROPERTY
We do not ownership or leasehold interest in any property. Our president, Mr.
Artiom Balykin, provides us with office space and related office services free
of charge.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None of the following parties has, since our date of incorporation, had any
material interest, direct or indirect, in any transaction with us or in any
presently proposed transaction that has or will materially affect us:
* Any of our directors or officers;
* Any person proposed as a nominee for election as a director;
* Any person who beneficially owns, directly or indirectly, shares
carrying more than 10% of the voting rights attached to our
outstanding shares of common stock;
* Any of our promoters;
* Any relative or spouse of any of the foregoing persons who has the same
house as such person.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
NO PUBLIC MARKET FOR COMMON STOCK
There is presently no public market for our common stock. We anticipate applying
for trading of our common stock on the over the counter bulletin board upon the
effectiveness of the registration statement of which this prospectus forms a
part. However, we can provide no assurance that our shares will be traded on the
bulletin board or, if traded, that a public market will materialize.
STOCKHOLDERS OF OUR COMMON SHARES
As of the date of this registration statement, we have 27 registered
shareholders.
RULE 144 SHARES
A total of 3,000,000 shares of our common stock are available for resale to the
public after July 28, 2007 in accordance with the volume and trading limitations
of Rule 144 of the Act. In general, under Rule 144 as currently in effect,
a person who has beneficially owned shares of a company's common stock for at
least one year is entitled to sell within any three month period a number of
shares that does not exceed the greater of:
1. 1% of the number of shares of the company's common stock then outstanding
which, in our case, will equal 52,500, shares as of the date of this
prospectus; or
2. the average weekly trading volume of the company's common stock during the
four calendar weeks preceding the filing of a notice on Form 144 with respect
to the sale.
Sales under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company.
Under Rule 144(k), a person who is not one of the company's affiliates at any
time during the three months preceding a sale, and who has beneficially owned
the shares proposed to be sold for at least two years, is entitled to sell
shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.
As of the date of this prospectus, persons who are our affiliates hold all of
the 3,000,000 shares that may be sold pursuant to Rule 144.
STOCK OPTION GRANTS
To date, we have not granted any stock options.
REGISTRATION RIGHTS
We have not granted registration rights to the selling shareholders or to any
other persons.
DIVIDENDS
There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:
1. we would not be able to pay our debts as they become due in the usual course
of business; or
2. our total assets would be less than the sum of our total liabilities plus the
amount that would be needed to satisfy the rights of shareholders who have
preferential rights superior to those receiving the distribution.
We have not declared any dividends, and we do not plan to declare any dividends
in the foreseeable future.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The table below summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all
capacities to us from our inception on July 18, 2006 to the date of this
registration statement.
ANNUAL COMPENSATION
OTHER RESTRICTED OPTIONS/ LTIP
ANNUAL STOCK * SARS PAYOUTS OTHER
NAME TITLE YEAR SALARY BONUS COMP. (#) ($) COMP.
_____________________________________________________________________________
Artiom Pres., 2006 $0 0 0 0 0 0 0
Balykin CEO
Sec &
Dir
FINANCIAL STATEMENTS
Index to Financial Statements:
1. Report of Independent Registered Public Accounting Firm;
2. Audited financial statements for the period ended September 30, 2006,
including:
a. Balance Sheet;
b. Statement of Operations;
c. Statement of Cash Flows;
d. Statement of Stockholders' Equity; and
e. Notes to Financial Statements
TAG EVENTS CORP.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
BALANCE SHEET
STATEMENT OF OPERATIONS
STATEMENT OF CASH FLOWS
STATEMENT OF STOCKHOLDERS' EQUITY
NOTES TO THE FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors
of Tag Events Corp.:
We have audited the accompanying balance sheet of Tag Events Corp. (a
development stage company) as of September 30, 2006 and the statements of
operations, stockholders' equity and cash flows for the period from July 18,
2006 (date of inception) through September 30, 2006. 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 audit.
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 an audit to obtain reasonable assurance 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 includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
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.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of Tag Events Corp. as of September 30, 2006
and the results of its operations and its cash flows and the changes in
stockholders' equity for the period from July 18, 2006 (date of inception)
through September 30, 2006 in accordance with accounting principles generally
accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company is in the development stage and has losses
from operations since inception. These factors raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans in
this regard are described in Note 1. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
"DMCL"
DALE MATHESON CARR-HILTON LABONTE LLP
"DMCL" CHARTERED ACCOUNTANTS
Vancouver, Canada
January 15, 2007
TAG EVENTS CORP.
(A Development Stage Company)
BALANCE SHEET
- --------------------------------------------------------------------------
September 30,
2006
- --------------------------------------------------------------------------
ASSETS
CURRENT
Cash $ 18,330
TOTAL ASSETS $ 18,330
- --------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY
Common stock (Note 3)
Authorized:
75,000,000 common shares, par value $0.001 per share
Issued and outstanding:
5,200,000 common shares $ 5,200
Additional paid-in capital 14,300
Deficit accumulated during the development stage (1,170)
Total stockholders' equity 18,330
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 18,330
- --------------------------------------------------------------------------
GOING CONCERN CONTINGENCY (NOTE 1)
SUBSEQUENT EVENT (NOTE 6)
The accompanying notes are an integral part of these financial statements
TAG EVENTS CORP.
(A Development Stage Company)
STATEMENT OF OPERATIONS
July 18, 2006
(Date of Inception) to
September 30, 2006
ADMINISTRATION EXPENSES
Bank charges and interest $ 34
Management fees (Note 4) 1,000
Office expenses 136
NET LOSS $ (1,170)
BASIC AND DILUTED LOSS PER SHARE $ (0.00)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING SHARES OUTSTANDING 3,437,162
The accompanying notes are an integral part of these audited financial
statements
TAG EVENTS CORP.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
Common Stock Additional Deficit Accumulated
Paid-in During the
Number Amount Capital Development Stage Total
BALANCE, July 18, 2006 (Date of Inception) - $ - $ - $ - $ -
Common stock issued for cash at $0.001 per share,
July 31, 2006 3,500,000 3,500 - - 3,500
Common stock issued for cash at $0.001 per share,
August 31, 2006 1,000,000 1,000 - - 1,000
Common stock issued for cash at $0.02 per share,
August 31, 2006 350,000 350 6,650 - 7,000
Common stock issued for cash at $0.02 per share,
September 30, 2006 350,000 350 6,650 - 7,000
Donated services - - 1,000 - 1,000
Net loss - - - (1,170) (1,170)
BALANCE, September 30, 2006 5,200,000 5,200 $ 14,300 $ (1,170) $ 18,330
The accompanying notes are an integral part of these financial statements
TAG EVENTS CORP.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
July 18, 2006
(Date of Inception) to
September 30, 2006
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (1,170)
Non-cash item:
Donated capital 1,000
Net cash used in operations (170)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common shares 18,500
Net cash provided by financing activities 18,500
INCREASE IN CASH 18,330
CASH, BEGINNING -
CASH, ENDING $ 18,330
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
CASH PAID DURING THE PERIOD FOR:
Interest $ -
Income taxes $ -
The accompanying notes are an integral part of these audited financial
statements
TAG EVENTS CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
1. NATURE AND CONTINUANCE OF OPERATIONS
The Company was incorporated in the State of Nevada on July 18, 2006. The
Company is in the business of organizing events. The Company is considered
to be a development stage company and has not generated any revenues from
operations.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As of September 30, 2006, the
Company has not yet achieved profitable operations and has accumulated a
deficit of $1,170. Its ability to continue as a going concern is dependent
upon the ability of the Company to obtain the necessary financing to meet
its obligations and pay its liabilities arising from normal business
operations when they come due. The outcome of these matters cannot be
predicted with any certainty at this time and raise substantial doubt that
the Company will be able to continue as a going concern. These financial
statements do not include any adjustments to the amounts and
classification of assets and liabilities that may be necessary should the
Company be unable to continue as a going concern. Management believes that
the Company has adequate funds to carry on operations for the upcoming
fiscal year.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance
with accounting principles generally accepted in the United States of
America and are presented in US dollars.
Development Stage Company
The Company complies with Statements of Financial Accounting Standards
("SFAS") "Development Stage Enterprises" No 7.
Financial Instrument
The fair value of the Company's financial instrument, consisting of cash
approximates its carrying value based upon its immediate or short-term
maturity of this instrument. Unless otherwise noted, it is management's
opinion that the Company is not exposed to significant interest, currency
or credit risks arising from this financial instrument.
Use of Estimates
Because a precise determination of many assets and liabilities is
dependent upon future events, the preparation of financial statements for
a period necessarily involving the use of estimates which have been made
using careful judgment. Actual results may vary from these estimates.
Income Taxes
The Company has adopted Statements of SFAS No. 109 - "Accounting for
Income Taxes". SFAS No. 109 requires the use of the asset and liability
method of accounting of income taxes. Under the asset and liability method
of SFAS No. 109, deferred tax assets and liabilities are recognized for
the future tax consequences attributable to temporary differences between
the financial statements carrying amounts of existing assets and
liabilities and their respective tax bases. 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.
TAG EVENTS CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
2. SIGNIFICANT ACOUNTING POLICIES (cont'd{ellipsis})
Foreign Currency Translation
In accordance with SFAS No. 52, "Foreign Currency Translation", foreign
denominated monetary assets and liabilities are translated into their
United States dollar equivalents using foreign exchange rates which
prevailed at the balance sheet date. Non-monetary assets are translated
at the transaction date. Revenue and expenses are translated at average
rates of exchange during the year. Gains or losses resulting from foreign
currency transactions are included in results of operations.
Loss Per Share
In accordance with SFAS No. 128 - "Earnings Per Share", the basic loss per
common share is computed by dividing net loss available to common
stockholders by the weighted average number of common shares outstanding.
Diluted loss per common share is computed similar to basic loss per common
share except that the denominator is increased to include the number of
additional common shares that would have been outstanding if the potential
common shares had been issued and if the additional common shares were
dilutive. At September 30, 2006, the Company had no dilutive stock
equivalents, accordingly diluted loss per share is equal to basic loss per
share.
Stock-based Compensation
The Company has adopted SFAS No. 123 "Share Based Payments" since its
inception. SFAS No. 123R, which replaced SFAS No. 123, "Accounting for
Stock-Based Compensation" and superseded APB Opinion No. 25, "Accounting
for Stock Issued to Employees". In January 2005, the Securities and
Exchange Commission ("SEC") issued Staff Accounting Bulletin
("SAB") No. 107, "Share-Based Payment", which provides supplemental
implementation guidance for SFAS No. 123R. SFAS No. 123R requires all
share-based payments to employees, including grants of employee stock
options, to be recognized in the financial statements based on the grant
date fair value of the award. SFAS No. 123R was to be effective for
interim or annual reporting periods beginning on or after June 15, 2005,
but in April 2005 the SEC issued a rule that will permit most registrants
to implement SFAS No. 123R at the beginning of their next fiscal year,
instead of the next reporting period as required by SFAS No. 123R. The
pro-forma disclosures previously permitted under SFAS No. 123 no longer
will be an alternative to financial statement recognition. Under SFAS No.
123R, the Company must determine the appropriate fair value model to be
used for valuing share-based payments, the amortization method for
compensation cost.
The Company has not adopted a stock option plan and has not granted any
stock options as at September 30, 2006 and accordingly, no stock-based
compensation has been recorded to date.
Recent Accounting Pronouncements
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measures".
This Statement defines fair value, establishes a framework for measuring
fair value in generally accepted accounting principles, expands
disclosures about fair value measurements, and applies under other
accounting pronouncements that require or permit fair value measurements.
SFAS No. 157 does not require any new fair value measurements. However,
the FASB anticipates that for some entities, the application of
SFAS No. 157 will change current practice. SFAS No. 157 is effective for
financial statements issued for fiscal years beginning after November 15,
2007. The Company is currently evaluating the impact of SFAS No. 157 but
does not expect that it will have a material impact on its financial
statements.
In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting
for Defined Benefit Pension and Other Postretirement Plans." This
Statement requires an employer to recognize the over funded or under
funded status of a defined benefit post retirement plan (other than a
multiemployer plan) as an asset or liability in its
TAG EVENTS CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
2. SIGNIFICANT ACOUNTING POLICIES (cont'd{ellipsis})
Recent Accounting Pronouncements (cont'd{ellipsis})
statement of financial position, and to recognize changes in that funded
status in the year in which the changes occur through comprehensive
income. SFAS No. 158 is effective for fiscal years ending after December
15, 2006. The Company does not expect that the implementation of SFAS No.
158 will have any material impact on its financial position and results of
operations.
In September 2006, the SEC issued Staff Accounting Bulletin
("SAB") No. 108, "Considering the Effects of Prior Year Misstatements when
Quantifying Misstatements in Current Year Financial Statements." SAB
No. 108 addresses how the effects of prior year uncorrected misstatements
should be considered when quantifying misstatements in current year
financial statements. SAB No. 108 requires companies to quantify
misstatements using a balance sheet and income statement approach and to
evaluate whether either approach results in quantifying an error that is
material in light of relevant quantitative and qualitative factors. SAB
No. 108 is effective for periods ending after November 15, 2006. The
Company is currently evaluating the impact of adopting SAB No. 108 but
does not expect that it will have a material effect on its financial
statements.
3. COMMON STOCK
The authorized capital of the Company is 75,000,000 common shares with a
par value of $ 0.001 per share.
In July 2006, the Company issued 3,500,000 shares of common stock at a
price of $0.001 per share for total cash proceeds of $3,500.
In August 2006, the Company issued 1,000,000 shares of common stock at a
price of $0.001 per share for total cash proceeds of $1,000.
In August 2006, the Company also issued 350,000 shares of common stock at
a price of $0.02 per share for total cash proceeds of $7,000.
In September 2006, the Company issued 350,000 shares of common stock at a
price of $0.02 per share for total cash proceeds of $7,000.
4. RELATED PARTY TRANSACTIONS
The Company recognized services donated services by a director of the
Company for management fees, valued at $500 per month, totaling $1,000 for
the period from August 1, 2006 to September 30, 2006. Related party
transactions are recorded at the exchange amount, which is the amount
agreed between the related parties.
5. INCOME TAXES
At September 30, 2006, the Company has accumulated non-capital losses
totaling $1,170, which are available to reduce taxable income in future
taxation years. These losses expire beginning 2026. The potential benefit
of those losses, if any, has not been recorded in the financial statements
as these losses are not likely to be realized.
TAG EVENTS CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
6. SUBSEQUENT EVENT
In November 2006, the Company issued 50,000 shares of common stock at a
price of $0.02 per share for total proceeds of $1,000.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
We have had no changes in or disagreements with our accountants.
AVAILABLE INFORMATION
We have filed a registration statement on form SB-2 under the Securities Act of
1933 with the Securities and Exchange Commission with respect to the shares of
our common stock offered through this prospectus. This prospectus is filed as a
part of that registration statement, but does not contain all of the information
contained in the registration statement and exhibits. Statements made in the
registration statement are summaries of the material terms of the referenced
contracts, agreements or documents of the company. We refer you to our
registration statement and each exhibit attached to it for a more detailed
description of matters involving the company, and the statements we have made in
this prospectus are qualified in their entirety by reference to these additional
materials. You may inspect the registration statement, exhibits and schedules
filed with the Securities and Exchange Commission at the Commission's principal
office in Washington, D.C. Copies of all or any part of the registration
statement may be obtained from the Public Reference Section of the Securities
and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549. Please
call the Commission at 1-800-SEC-0330 for further information on the operation
of the public reference rooms. The Securities and Exchange Commission also
maintains a web site at http://www.sec.gov that contains reports, proxy
statements and information regarding registrants that file electronically with
the Commission. Our registration statement and the referenced exhibits can also
be found on this site.
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 dealer's obligation to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our officers and directors are indemnified as provided by the Nevada Revised
Statutes and our bylaws.
Under the NRS, director immunity from liability to a company or its shareholders
for monetary liabilities applies automatically unless it is specifically limited
by a company's articles of incorporation that is not the case with our articles
of incorporation. Excepted from that immunity are:
(1) a willful failure to deal fairly with the company or its
shareholders in connection with a matter in which the
director has a material conflict of interest;
(2) a violation of criminal law (unless the director had
reasonable cause to believe that his or her conduct was lawful
or no reasonable cause to believe that his or her conduct was
unlawful);
(3) a transaction from which the director derived an improper
personal profit; and
(4) willful misconduct.
Our bylaws provide that we will indemnify our directors and officers to the
fullest extent not prohibited by Nevada law; provided, however, that we may
modify the extent of such indemnification by individual contracts with our
directors and officers; and, provided, further, that we shall not be required to
indemnify any director or officer in connection with any proceeding (or part
thereof) initiated by such person unless:
(1) such indemnification is expressly required to be made by
law;
(2) the proceeding was authorized by our Board of Directors;
(3) such indemnification is provided by us, in our sole discretion,
pursuant to the powers vested us under Nevada law; or
(4) such indemnification is required to be made pursuant to
the bylaws.
Our bylaws provide that we will advance all expenses incurred to 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, by reason of the fact that he is or was our director or
officer, or is or was serving at our request as a director or executive officer
of another company, partnership, joint venture, trust or other enterprise, prior
to the final disposition of the proceeding, promptly following request. This
advanced of expenses is to be made upon receipt of an undertaking by or on
behalf of such person to repay said amounts should it be ultimately determined
that the person was not entitled to be indemnified under our bylaws or
otherwise.
Our bylaws also provide that no advance shall be made by us to any officer in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made: (a) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to the proceeding; or (b) if such quorum is not obtainable, or,
even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts known to the
decision- making party at the time such determination is made demonstrate
clearly and convincingly that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to our best interests.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs of this offering are as follows:
Securities and Exchange Commission registration fee $ 4.82
Transfer Agent Fees $ 2,000.00
Accounting fees and expenses $ 8,000.00
Legal fees and expenses $ 3,000.00
Edgar filing fees $ 1,500.00
-----------
Total $ 14,504.82
===========
All amounts are estimates other than the Commission's registration fee.
We are paying all expenses of the offering listed above. No portion of these
expenses will be borne by the selling shareholders. The selling shareholders,
however, will pay any other expenses incurred in selling their common stock,
including any brokerage commissions or costs of sale.
RECENT SALES OF UNREGISTERED SECURITIES
We completed an offering of 4,500,000 shares of our common stock at a price of
$0.001 per share to a total of seven purchasers on August 31, 2006. The total
amount received from this offering was $4,500. We completed this offering
pursuant to Regulation S of the Securities Act. Of these shares, 3,000,000 were
issued Artiom Balykin, our president, chief executive officer, treasurer,
secretary and sole director.
The remaining purchasers in this offering were as follows:
Name of Subscriber Number of Shares
Elena Avdasseva 250,000
Ludmila Balykin 250,000
Jessamine Wong 250,000
Chih-Chun Wu 250,000
Albert Au 250,000
Gan Lee Sue 250,000
We completed an offering of 750,000 shares of our common stock at a price of
$0.02 per share to a total of 22 purchasers on November 4, 2006. The total
amount received from this offering was $15,000. We completed this offering
pursuant to Regulation S of the Securities Act. The purchasers were as follows:
Name of Subscriber Number of Shares
Arthur Goutsouliak 25,000
Braden Lichti 25,000
Alexander Balykin 25,000
Nikolai Avdassev 25,000
Olena Moroz 25,000
Ryan Nickson 25,000
Albina Parrik 25,000
Vartan Kaprielov 25,000
Georgi Parrik 25,000
Aivo Kutter 25,000
Irina Balykin 50,000
Caz Vasher 50,000
Dmitry Lyakutin 50,000
Maya Raskovic 50,000
Oxana Avdaseva 50,000
Tamara Ishutkina 50,000
Andrey Simonenko 50,000
Elena Dannikova 50,000
Olga Malitski 50,000
Anna Grabarnik 25,000
Roland Asmar 25,000
REGULATION S COMPLIANCE
Each offer or sale was made in an offshore transaction;
Neither we, a distributor, any respective affiliates nor any person on behalf of
any of the foregoing made any directed selling efforts in the United States;
Offering restrictions were, and are, implemented;
No offer or sale was made to a U.S. person or for the account or benefit of a
U.S. person;
Each purchaser of the securities certifies that it was not a U.S. person and was
not acquiring the securities for the account or benefit of any U.S. person;
Each purchaser of the securities agreed to resell such securities only in
accordance with the provisions of Regulation S, pursuant to registration under
the Act, or pursuant to an available exemption from registration; and agreed not
to engage in hedging transactions with regard to such securities unless in
compliance with the Act;
The securities contain a legend to the effect that transfer is prohibited except
in accordance with the provisions of Regulation S, pursuant to registration
under the Act, or pursuant to an available exemption from registration; and that
hedging transactions involving those securities may not be conducted unless in
compliance with the Act; and
We are required, either by contract or a provision in its bylaws, articles,
charter or comparable document, to refuse to register any transfer of the
securities not made in accordance with the provisions of Regulation S pursuant
to registration under the Act, or pursuant to an available exemption from
registration; provided, however, that if any law of any Canadian province
prevents us from refusing to register securities transfers, other reasonable
procedures, such as a legend described in paragraph (b)(3)(iii)(B)(3) of
Regulation S have been implemented to prevent any transfer of the securities not
made in accordance with the provisions of Regulation S.
EXHIBITS
Exhibit
Number Description
3.1 Articles of Incorporation, as amended
3.2 Bylaws
5.1 Legal opinion of Daniel C. Masters, with consent to Use
23.1 Consent of Dale Matheson Carr-Hilton LaBonte LLP, Chartered
Accountants
The undersigned registrant hereby undertakes:
1. To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(a) include any prospectus required by Section 10(a)(3)of the Securities
Act of 1933;
(b) reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information set forth
in this registration statement; and notwithstanding the forgoing, 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 commission pursuant to Rule 424(b) if, in
the aggregate, the changes in the volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective registration
Statement; and
(c) include any additional or changed material information on the plan of
distribution.
2. That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered hereby which remain unsold at the
termination of the offering.
4. That, for determining our liability under the Securities Act to any
purchaser in the initial distribution of the securities, we undertake that in
a primary offering of our securities pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, we will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser:
(i) any preliminary prospectus or prospectus that we file relating to the
offering required to be filed pursuant to Rule 424 (Section 230.424 of
this chapter);
(ii) any free writing prospectus relating to the offering prepared by or on
our behalf or used or referred to by us;
(iii) the portion of any other free writing prospectus relating to the
offering containing material information about us or our securities provided
by or on behalf of us; and
(iv) any other communication that is an offer in the offering made by us to
the purchaser.
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.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
provisions above, 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 Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or controlling
person in connection with the securities being registered, we 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 is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Vancouver, Province of British Columbia on February 8, 2007.
Tag Events Corp.
By: /s/ Artiom Balykin
------------------------------
Artiom Balykin, President, Chief
Executive Officer, Treasurer,
Secretary, principal accounting
officer, principal financial
officer and Director
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
SIGNATURE CAPACITY IN WHICH SIGNED DATE
/s/ Artiom Balykin President, Chief Executive February 8, 2007
- ----------------------- Officer, Secretary, Treasury
Artiom Balykin and Director