YOUTICKET COM INC, SC 14F1, 2000-12-27

YOUTICKET COM INC
SC 14F1, 2000-12-27
BUSINESS SERVICES, NEC

Previous: YOUTICKET COM INC, 3, 2000-12-27

Next: ISHARES TRUST, N-30D, 2000-12-27

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14F-1

INFORMATION STATEMENT
PURSUANT TO SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 THEREUNDER

YOUTICKET.COM, INC.
(Exact name of registrant as
specified in its corporate charter)

1-28733
Commission File No.

NEVADA 88-0430607
------ ----------
(State of Incorporation) (IRS Employer
Identification No.)

4420 S. ARVILLE, SUITES 13 & 14
LAS VEGAS, NEVADA 89103
(Address of principal executive offices)

(702) 876-8200
(Issuer's telephone number)

<PAGE>

YOUTICKET.COM, INC.
4420 S. ARVILLE, SUITES 13 & 14
LAS VEGAS, NEVADA 89103
(702) 876-8200

INFORMATION STATEMENT PURSUANT TO
SECTION 14(f) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER

GENERAL

This Information Statement is being mailed on or about December 28, 2000 to
the holders of shares of common stock, par value $0.0001 (the "Common Stock") of
youticket.com, inc., a Nevada corporation ("UTIX" or the "Company"), as of
December 12, 2000. You are receiving this Information Statement in connection
with the possible elections of persons designated by the current Board of
Directors of the Company to a majority of the seats on the Board (the "Board").

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.

<PAGE>

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.

YOU ARE URGED TO READ THIS INFORMATION STATEMENT CAREFULLY. YOU ARE NOT,
HOWEVER, REQUIRED TO TAKE ANY ACTION.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Voting Securities of the Company
------------------------------------

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.

Security Ownership of Certain Beneficial Owners and Management
---------------------------------------------------------------------

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.

<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%
------------------------------------- ------------------------------------------ ------------------------ ---------

<PAGE>

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 -
------------------------------------- ------------------------------------------ ------------------------ ---------

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.

(footnotes continued on next page)

<PAGE>

(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.

Changes in Control
--------------------

On October 30, 2000, the Company entered into agreements with several
different individuals and entities as described herein which, when taken
together, result in a restructuring of the Company's management, Board of
Directors, and ownership.

<PAGE>

DIRECTORS AND EXECUTIVE OFFICERS

Legal Proceedings
------------------

The Company is not aware of any legal proceedings in which any director,
officer, or any owner of record or beneficial owner of more than five percent of
any class of voting securities of the Company, or any affiliate of any such
director, officer, affiliate of the Company, or security holder, is a party
adverse to the Company or has a material interest adverse to the Company.

[remainder of page intentionally left blank]

<PAGE>

Directors and Executive Officers
-----------------------------------

The following table sets forth the names and ages of the current and
incoming directors and executive officers of the Company, the principal offices
and positions with the Company held by each person and the date such person
became a director or executive officer of the Company. The executive officers
of the Company are elected annually by the Board of Directors. The directors
serve one year terms until their successors are elected. The executive officers
serve terms of one year or until their death, resignation or removal by the
Board of Directors. Unless described below, there are no family relationships
among any of the directors and officers.

<S> <C> <C>
Name Age Position(s)
------------------------ --- ------------------------

Donald A. Mitchell (1) 67 Chairman of the Board
------------------------ --- ------------------------

Jeffrey M. Harvey (1)(2) 29 President and Director
------------------------ --- ------------------------

Byron Rambo (1) 43 Director
------------------------ --- ------------------------

Virginia Thompson 34 Director (1999)
------------------------ --- ------------------------

Alexander H. Williams 36 Director (1999)
------------------------ --- ------------------------

Maria Burkholder (2) 33 Secretary and Treasurer
------------------------ --- ------------------------

</TABLE>

(1) Incoming Director
(2) Mr. Harvey was appointed as the Company's President on October 30, 2000.
Ms. Burkholder was appointed as the Company's Secretary and Treasurer on October
30, 2000.

DONALD A. MITCHELL will be Chairman of the Board effective ten days after
this Information Statement is filed and delivered. Mr. Mitchell has served as
the Chairman and President of International Investment Banking, Inc. since its
inception in June 1999. Mr. Mitchell is also the Chairman of the Board and CEO
of Grant Douglas Publishing, Inc., a Florida corporation engaged in the
publication of various print media. For the past 25 years, Mr. Mitchell has
been engaged as a private consultant to numerous companies in the areas of
corporate finance and marketing. Mr. Mitchell attended Bridgewater College in
Bridgewater, Virginia and advanced study programs at New York University and
Columbia University.

JEFFREY M. HARVEY was appointed as the Company's President on October 30,
2000, and will serve as a member of its Board of Directors effective ten days
after this Information Statement is filed and delivered. Mr. Harvey is
currently the Vice Chairman of International Investment Banking, Inc., where he
has been engaged since August 2000. From May 1997 to August 2000, Mr. Harvey
was an attorney with the firm of Stutzman & Bromberg in Dallas, Texas. Mr.
Harvey is a graduate of the Wake Forest University School of Law (J.D. 1997) and
Graduate School of Business Administration (M.B.A. 1997), and of Texas A&M
University (B.S.E.E. 1993).

BYRON RAMBO will serve as a member of the Company's Board of Directors
effective ten days after this Information Statement is filed and delivered. Mr.
Rambo is the founder and has served as the managing partner of Rambo and
Company, a private accounting firm, for the past 15 years.

<PAGE>

VIRGINIA THOMPSON has been a director of the Company since May 1999. Ms.
Thompson is with the Company on a part-time basis for about 10 hours per month
and reviews the accounting records of the Company. Ms. Thompson also is the
President of Tusk Studio, which she founded in 1990. In 1993, Ms. Thompson was
one of two people who initially designed Las Vegas Magazine. In 1995, she and a
partner became owners of Las Vegas Magazine, and she currently serves as
Publisher and President of the magazine. Ms. Thompson has a Bachelor of Arts
degree from Montana State University.

ALEXANDER H. WILLIAMS has been a director of the Company since December
1999. Mr. Williams primarily is available for consultations on the operation of
the business and his primary duties are as a director. There is no established
time commitment. He is President of Hazard Media, Inc., which he founded in
1999. Mr. Williams advises Internet companies in marketing, communications and
business development. From 1997 to 1999, Mr. Williams worked for Mentor
Graphics, a technology company that develops systems and software solutions for
the world's largest semiconductor and electronics companies. Mr. Williams was a
strategic marketing manager for Mentor Graphics and worked more than a year as
the company's corporate writer, working on an interim basis as the director of
worldwide communications. From 1996 to 1997, Mr. Williams was the business
anchor in Portland, Oregon for KPTV and The Business Journal. From 1996 to
1998, Mr. Williams was a journalist, covering news for The Augusta Chronicle,
Times Herald-Record and HFN, a trade magazine for the home furnishings industry.
He also freelanced for Jupiter Communications and served as the local reported
for Apple Computer's digital newspaper, broadcast at Woodstock 1994. Mr.
Williams has a Master of Journalism degree from Northwestern University's Medill
School of Journalism, and a Bachelor of Arts degree in French Literature from
the University of Denver.

MARIA BURKHOLDER was appointed as the Company's Secretary and Treasurer on
October 30, 2000. Ms. Burkholder has been employed by the Company as its
Principle Accounting Officer, Vice President of Finance, and briefly as its
Interim President for sixteen months. Ms. Burkholder was employed from
September 1995 to July 1999 as a Senior Accountant at JCM in Las Vegas. Prior
to JCM, she served in various bookkeeping and accounting positions at Advance
Marketing Seminars (a subsidiary of Equinox), and R.A. Steiner & Co., CPA.

Certain Relationships and Related Transactions
--------------------------------------------------

<PAGE>

On October 30, 2000, the Company obtained a commitment from Roy Meadows to
borrow $125,000 which is evidenced by a convertible negotiable promissory note
executed by the Company. The loans are scheduled to be made over time, the
first loan to be in the amount of $25,000 upon the signing of the note and then
$10,000 on the first day of each month commencing November 1, 2000 for the next
ten months, ending on August 1, 2001. The note is payable on December 16, 2001
for the full amount of the commitment and bears interest at the rate of 10% per
annum. The note is prepayable with a ten percent premium. The outstanding
amounts due on the note are convertible at the option of the holder into shares
of common stock at any time and from time to time by dividing the dollar amount
by the greater of (i) 80% of the average closing bid price of the common stock
for the five consecutive trading days ending two days prior to the date of
conversion or (ii) $0.005. If the full amount of the commitment is borrowed
under the note and the common stock is not trading, the Company could be asked
by the holder to convert the note into in excess of 25,000,000 shares of common
stock. The Company is obligated to reserve sufficient shares for the possible
conversion of the note which may prevent the Company from obtaining financing by
the sale of common stock or securities convertible into common stock from any
other sources.

Compliance with Section 16(a) of the Securities Exchange Act of 1934
------------------------------------------------------------------------------

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the SEC initial
reports of ownership and reports of changes in ownership of Common Stock and
other equity securities of the Company. Officers, directors and greater than
ten percent shareholders are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file.

<PAGE>

To the Company's knowledge, the only delinquencies arise from the recent
stock acquisitions by Donald A. Mitchell, International Investment Banking,
Inc., Roy Meadows, and Stockbroker Presentations, Inc., each of which was
delinquent in its initial filings. All of the identified parties have, or have
confirmed with the Company that they will, been brought current with respect to
their obligations hereunder.

Board Meetings and Committees
--------------------------------

During the fiscal year ended December 31, 1999, the Board of Directors met
on two occasions and took written action on eighteen occasions. All the members
of the Board attended the meetings. The written actions were by unanimous
consent.

On October 30, 2000, the Board of Directors created an Audit Committee and
appointed Jeffrey M. Harvey, Virginia Thompson, and Alexander Williams as its
initial members. The Audit Committee reviews the internal accounting procedures
of the Company and consults with and reviews the services provided by the
Company's independent accountants, although they have not adopted a formal
charter. The Audit Committee has not held any meetings or taken any action as
of the date hereof.

There are no other committees.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Executive Officers and Directors
-----------------------------------

We currently do not pay any cash salaries to Ms. Virginia Thompson or Mr.
Alexander H. Williams for their services as officers or directors. We have,
however, issued Ms. Thompson and Mr. Williams options as compensation for their
services. Ms. Thompson has an option to acquire up to 150,000 shares of common
stock of which 75,000 are vested and the balance vests in June 2001; the
exercise price is $0.2815 per share and they are exercisable until June 2004.
Mr. Williams has an option to acquire up to 100,000 shares of common stock of
which 50,000 are vested and the balance vests in two equal instalments in
January 2001 and July 2001; the exercise price is $0.2815 per shares and they
are exercisable until July 5, 2006. These options were part of the Company's
1999 Performance Equity Plan which was not approved by the Shareholders prior to
September 30, 2000, and as a result the options were automatically terminated.

We currently do not pay any cash salaries or other compensation to Jeffrey
M. Harvey, Byron Rambo, or Maria Burkholder.

A director who is an employee does not receive any cash compensation as a
director. There is no plan in place for compensation of persons who are
directors who are not employees of the Company.

On September 30, 1999, the board of directors adopted the 1999 Performance
Equity Plan covering 3,000,000 shares of common stock. This plan was subject to
the approval of the stockholders prior to September 30, 2000, which was no
obtained. As a result, the plan was automatically terminated.

<PAGE>

Summary Compensation Table
----------------------------

The Summary Compensation Table shows certain compensation information for
services rendered in all capacities for the fiscal years ended December 31, 1998
and 1999. Other than as set forth herein, no executive officer's salary and
bonus exceeded $100,000 in any of the applicable years. The following
information includes the dollar value of base salaries, bonus awards, the number
of stock options granted and certain other compensation, if any, whether paid or
deferred.

SUMMARY COMPENSATION TABLE

Annual Compensation Long Term Compensation
-------------------------------------------------- ------------------------------------------------
Awards Payouts
------------------------ ----------------------

RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) ($) SARS(#) ($) ($)

LeAnna Sidhu (1) 1999 36,000 -0- -0- -0- 390,000 -0- -0-
(Chairperson,
President) 1998 -0- -0- -0- -0- -0- -0- -0-

Virginia Thompson 1999 -0- -0- -0- -0- 150,000 -0- -0-
(2) (Director)
1998 -0- -0- -0- -0- -0- -0- -0-

Alexander H. 1999 -0- -0- -0- -0- 100,000 -0- -0-
Williams(2)
(Director) 1998 -0- -0- -0- -0- -0- -0- -0-

</TABLE>

(1) Ms. Sidhu resigned as an officer, director, and employee of the Company
effective May 2000.

OPTION/SAR GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)

<S> <C> <C> <C> <C>
NUMBER OF SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS/SAR'S GRANTED
OPTIONS/SAR'S GRANTED TO EMPLOYEES IN FISCAL EXERCISE OF BASE PRICE
NAME (#) YEAR ($/SH) EXPIRATION DATE
---------------------------- ---------------------- ----------------------- ------------------------ ----------------

LeAnna Sidhu 390,000 (1) 43.9% $ 0.25 7 years from vesting
---------------------------- ---------------------- ----------------------- ------------------------ ----------------

Virginia Thompson 150,000 (1) 12.2% $ 0.2815 June 2004
---------------------------- ---------------------- ----------------------- ------------------------ ----------------

Alexander H. Williams 100,000 (1) 12.2% $ 0.2815 June 2004
---------------------------- ---------------------- ----------------------- ------------------------ ----------------

(1) Because the Company' stock option plan was not approved by the
shareholders before September 30, 2000 in accordance with its terms, the plan,
and the options granted thereunder, were automatically terminated.

</TABLE>

<PAGE>

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
---------------------------------------------------

<S> <C> <C> <C> <C>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-THE-
SECURITIES UNDERLYING MONEY OPTION/SARS
SHARES ACQUIRED ON OPTIONS/SARS AT FY0END (#) AT FY-END ($)
NAME EXERCISE (#) VALUE REALIZED ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
-------------------------- --------------------- ------------------ -------------------------- ----------------------------

LeAnna Sidhu -0- -0- -0- -0-
-------------------------- --------------------- ------------------ -------------------------- ----------------------------

Virginia Thompson -0- -0- -0- -0-
-------------------------- --------------------- ------------------ -------------------------- ----------------------------

Alexander H. Williams -0- -0- -0- -0-
-------------------------- --------------------- ------------------ -------------------------- ----------------------------

</TABLE>

Compensation of Directors
---------------------------

The Directors have not received any compensation for serving in such
capacity, and the Company does not currently contemplate compensating its
Directors in the future for serving in such capacity.

By order of the Board of Directors

/s/ Jeffrey M. Harvey
_______________________________________
Jeffrey M. Harvey
President