UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 30, 2000
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youticket.com, inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
1-28733 88-0430607
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(Commission File Number) (IRS Employer Identification No.)
4420 S. Arville, Suites 13 & 14, Las Vegas, Nevada 89103
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(Address of principal executive offices) (Zip Code)
(702) 876-8200
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Registrant's telephone number, including area code:
(Former name, address and telephone number)
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On October 30, 2000, the Company entered into agreements with several
different individuals and entities which, when taken together, result in a
restructuring of the Company's management, Board of Directors, and ownership.
On October 30, 2000, the Company entered into an investment banking
agreement with International Investment Banking, Inc. ("IIBI"). Under the terms
of the agreement, IIBI will provide investment banking and financial services to
the Company. The agreement is for a term of two (2) years, renewable for
successive one year terms unless terminated. As part compensation for the
services, the Company has issued to IIBI an aggregate of 4,000,000 shares of its
Common Stock. In addition, the Company is obligated to pay to IIBI the sum of
$10,000 per month throughout the term of the agreement. The first three
payments are to be paid in cash on the sixtieth day after signing the agreement,
and additional shares of Common Stock in an undetermined amount are to be placed
in escrow and used to pay the monthly fee in the event the Company is
delinquent.
On October 30, 2000, the Company entered into a consulting agreement with
Stockbroker Presentations, Inc. ("SPI"). SPI will provide services related to
advising the Company with respect to market maker and broker relations and
information services. The term of the agreement is 12 months, commencing on the
payment of the fees specified in the agreement. The agreement calls for the
issuance of 500,000 shares of Common Stock upon executing the contract, and for
200,000 shares of Common Stock to be issued monthly for the first six months of
the agreement. In addition, the Company is obligated to issue to SPI an option,
exercisable beginning June 1, 2001, to acquire 4,000,000 shares of Common Stock
at $0.05 per share. The option is exercisable until June 1, 2002, and SPI has
been granted piggyback registration rights.
On October 30, 2000, the Company entered into a consulting agreement with
Donald A. Mitchell for management services related to the operations of the
Company. Under the terms of the agreement, Mr. Mitchell is to receive 2,000,000
shares of Common Stock. The agreement is for a term of one year, and may be
terminated by either party, with or without cause, on thirty days written
notice.
On October 30, 2000, by action of the Board authorized by the Bylaws of the
Company, the number of persons comprising the Board was increased from three
persons to five persons. As a result of this action, and the resignation of
LeAnna Sidhu, there then existed three vacancies on the Board. The Board has
recommended and elected Messrs. Donald A. Mitchell, Jeffrey M. Harvey, and Byron
Rambo to fill the three vacancies on the Board. These three individuals will
not take office until at least ten days after this Information Statement is
mailed to all Company shareholders in compliance with Section 14(F) of the
Securities Exchange Act of 1934 and Rule 14F-1 thereunder. Messrs. Mitchell and
Harvey are officers and are employed by IIBI. In addition, the Company
appointed new officers, namely Jeffrey M. Harvey as President, and Maria
Burkholder as Secretary and Treasurer.
Voting Securities of the Company
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As of December 12, 2000, after taking into consideration the issuance of
4,000,000 shares of Common Stock issued to IIBI, 2,000,000 shares issued to
Donald A. Mitchell, and 500,000 shares issued to SPI pursuant to the agreements
described above, there were 23,747,272 shares of Common Stock issued and
outstanding. Each share of Common Stock entitles the holder thereof to one vote
on each matter which may come before a meeting of the shareholders.
<PAGE>
Security Ownership of Certain Beneficial Owners and Management
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The following table sets forth, as of December 12, 2000, certain information
with respect to the Company's equity securities owned of record or beneficially
by (i) each Officer and Director of the Company; (ii) each person who owns
beneficially more than 5% of each class of the Company's outstanding equity
securities; and (iii) all Directors and Executive Officers as a group.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Name and Address of Amount and Nature of Percent
Title of Class Beneficial Owner Beneficial Ownership (1) of Class
------------------------------------- ------------------------------------------ ------------------------ ---------
International Investment Banking, Inc. (2)
Common 2101 West State Road 434, Suite 221
Stock Longwood, FL 32779 4,000,000 16.8%
------------------------------------- ------------------------------------------ ------------------------ ---------
Donald A. Mitchell (2)
Common 2101 West State Road 434, Suite 221
Stock Longwood, FL 32779 2,000,000 8.4%
------------------------------------- ------------------------------------------ ------------------------ ---------
Roy Meadows (3)
Common 207 Jasmine Lane
Stock Longwood, FL 32779 1,000,000 4.2%
------------------------------------- ------------------------------------------ ------------------------ ---------
Stockbroker Presentations, Inc. (3)
Common 207 Jasmine Lane
Stock Longwood, FL 32779 1,100,000 (4) (5) 4.5%
------------------------------------- ------------------------------------------ ------------------------ ---------
Elizabeth Barba Wells
Common 5304 Painted Lakes Way
Stock Las Vegas, NV 89129 1,329,488 5.6%
------------------------------------- ------------------------------------------ ------------------------ ---------
Wells Childrens Holding, LLC
Common 5304 Painted Lakes Way
Stock Las Vegas, NV 89129 1,269,488 5.3%
------------------------------------- ------------------------------------------ ------------------------ ---------
Virginia Thompson
c/o youticket.com, inc.
Common 4420 S. Arville, Suites 13 & 14
Stock Las Vegas, NV 89103 - 0 - - 0 -
------------------------------------- ------------------------------------------ ------------------------ ---------
Alexander Williams
c/o youticket.com, inc.
Common 4420 S. Arville, Suites 13 & 14
Stock Las Vegas, NV 89103 - 0 - - 0 -
------------------------------------- ------------------------------------------ ------------------------ ---------
Jeffrey M. Harvey
Common 2101 West State Road 434, Suite 221
Stock Longwood, FL 32779 - 0 - (6) - 0 -
------------------------------------- ------------------------------------------ ------------------------ ---------
Byron Rambo
Common 2101 West State Road 434, Suite 221
Stock Longwood, FL 32779 - 0 - - 0 -
------------------------------------- ------------------------------------------ ------------------------ ---------
<PAGE>
Maria Burkholder
c/o youticket.com, inc.
Common 4420 S. Arville, Suites 13 & 14
Stock Las Vegas, NV 89103 - 0 - - 0 -
------------------------------------- ------------------------------------------ ------------------------ ---------
All Officers and Directors
as a Group (6 Persons) 6,150,000 25.7%
------------------------------------- ------------------------------------------ ------------------------ ---------
</TABLE>
(1) Based on 23,747,272 shares outstanding.
(2) Mr. Mitchell is the President and controlling owner of International
Investment Banking, Inc., and as such, is deemed to be the beneficial owner of
the shares held in the name of Donald A. Mitchell and International Investment
Banking, Inc.
(3) Mr. Meadows is the President and controlling owner of Stockbroker
Presentations, Inc., and as such, is deemed to be the beneficial owner of the
shares held in the name of Roy Meadows and Stockbroker Presentations, Inc.
(4) Includes 600,000 shares of Common Stock which have not yet been issued
to Stockbroker Presentations, Inc., but which have or will be earned within
sixty (60) days at the rate of 200,000 per month on the first of each month
beginning December 2000. SPI's agreement with the Company provides for the
issuance of up to 1,200,000 shares total at the same rate.
(5) Does not include options to acquire 4,000,000 shares of Common Stock at
$0.05 per share exercisable beginning June 1, 2001.
(6) Mr. Harvey is an employee of International Investment Banking, Inc., and
disclaims any ownership in the shares issued to IIBI and /or Donald A. Mitchell.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
Not applicable.
<PAGE>
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS
No financial statements are required.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
EXHIBITS
2.1 Investment Banking Engagement Agreement dated October 30, 2000 between
International Investment Banking, Inc. and youticket.com, inc.
2.2 Consulting Agreement dated October 30, 2000 between Donald A. Mitchell
and youticket.com, inc.
2.3 Consulting Agreement dated October 30, 2000 between Stockbroker
Presentations, Inc. and youticket.com, inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: December 29, 2000 YOUTICKET.COM, INC.
/s/ Jeffrey M. Harvey
Jeffrey M. Harvey, President
