OMB APPROVAL
------------------------
OMB Number: 3235-0145
------------------------
UNITED STATES Expires: August 31, 1999
SECURITIES AND EXCHANGE COMMISSION Estimated average burden
Washington, D.C. 20549 hours per form ....14.90
------------------------
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(b)
(Rule 13d-102)
(Amendment No. )
youticket.com inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.0001 par value
- --------------------------------------------------------------------------------
(Title Class of Securities)
987823101
- --------------------------------------------------------------------------------
(CUSIP Number)
February 28, 2000
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
|X| Rule 13d-1(b)
|_| Rule 13d-1(c)
|_| Rule 13d-1(d)
Page 1 of 4 pages
<PAGE>
SCHEDULE 13G
CUSIP No. 987823101 Page 2 of 7 Pages
- ------------------------- ---------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
LeAnna Sidhu
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)* (a)|_|
(b)|_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*(See Instructions)
PF - Personal Funds
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,057,833
----------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY ----------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 1,057,833
PERSON ----------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,057,833
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 7 pages
<PAGE>
SCHEDULE 13G
CUSIP No. 987823101 Page 3 of 7 Pages
- ------------------------- ---------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Catalyst Capital, LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)* (a)|_|
(b)|_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*(See Instructions)
WC - Working Capital
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
877,833
----------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY ----------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 877,833
PERSON ----------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
877,833
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 3 of 7 pages
<PAGE>
Item I. Securities and Issuer
The class of equity securities to which this statement relates is the
Common Stock, $.0001 par value, of youticket.com inc. ("Company"), a Nevada
corporation, whose principal executive offices are located at 4420 S. Arville,
Suites 13 & 14, Las Vegas, Nevada 89103.
Item II. Identity and Background
This statement is filed on behalf of LeAnna Sidhu ("Sidhu") and
Catalyst Capital, LLC, a Nevada limited liability company ("Catalyst"). Sidhu
and Catalyst are collectively referred to as the "Reporting Persons."
Sidhu's business address is 4420 S. Arville, Suites 13 & 14, Las Vegas,
Nevada 89103. Sidhu is the Chairperson and President of the Company.
Catalyst Capital, LLC's business address is 8936 Echo Ridge Drive, Las
Vegas, Nevada 89117. Catalyst is an investment and management advisory company.
None of the Reporting Persons has been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors) during the
last five years.
None of the Reporting Persons has been a party to any civil proceeding
of a judicial or administrative body of competent jurisdiction resulting in any
judgment, decree or final order enjoining it from engaging in future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws during the
last five years.
Item 3. Source and Amount of Funds or Other Consideration
Catalyst acquired the Common Stock reported upon in this Schedule 13D
as owned by it as consideration for advising on the acquisition by the Company
of Visitcom, Inc. and as a purchase with working capital. Sidhu used personal
funds and employment services to acquire the Common Stock reported upon in this
Schedule 13D as owned by her. Each of these persons, if they make future
purchases of the Common Stock, will use their corporate or personal funds or
services, as the case may be. None of the Reporting Persons has borrowed or
contemplates borrowing any funds to acquire Common Stock.
Item 4. Purpose of Transactions
The Common Stock acquired by each of the Reporting Persons was acquired
either as an investment and is being held as an investment or by reason of
employment.
The Reporting Persons may undertake one or more of the actions set
forth below.
(a) Each of the Reporting Persons may acquire or dispose of
additional securities from time to time in the market or in private
transactions. None of the Reporting Persons has any agreement with any other
person to acquire or dispose of any Common Stock at this time, other than
employment options issued to Sidhu.
Page 4 of 7 Pages
<PAGE>
(b) None of the Reporting Persons knows of any plans or proposals
at this time that would result in a merger, reorganization, liquidation or sale
of a material amount of assets of the Company.
(c) The Reporting Persons do not currently intend to cause any
additional change in the current board of directors or management of the Company
or change the number or term of the current directors. There are no vacancies on
the current board of directors of the Company. However, in the future, it is
contemplated that the board of directors will be increased and the vacancy
created will be filled by a vote of the majority of the then directors of the
Company.
(d) The Reporting Persons currently do not intend to make material
changes in the corporate structure, charter, bylaws, or corresponding
instruments other than as described above or take other actions which may impede
the acquisition of control of the Company by any person. Notwithstanding the
foregoing, circumstances may arise where it is advisable to make such changes.
(e) The Reporting Persons do not intend to cause any class of
securities to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; or to cause a class of equity securities of the
Company becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934 except with the consent of the
holders of the class.
Item 5. Interest in Securities of the Issuer
Sidhu is the beneficial owner of 967,833 shares of Common Stock. This
number of shares represents 877,833 shares owned by Catalyst of which she is a
member and a manager, and 180,000 shares subject to stock option agreements
between Sidhu and the Company which are currently exercisable. This number of
shares excludes options not yet exercisable for 210,000 shares of Common Stock.
Sidhu is the beneficial owner of 6.7% of the outstanding Common Stock.
Catalyst is the owner of 877,833 shares of Common Stock. It therefore
is the beneficial owner of 5.8% of the Common Stock.
Item 6. Contracts, Agreements, Understandings or Relationship with Respect
to Securities of Issuer
None.
Item 7. Materials to be Filed as Exhibits
(10.1) Joint Filing Agreement dated February 28, 2000, between
LeAnna Sidhu and Catalyst Capital LLC.
Page 5 of 7 Pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 28, 2000
/s/ LeAnna Sidhu
--------------------
LeAnna Sidhu
Catalyst Capital, LLC.
By: /s/ LeAnna Sidhu
----------------------
LeAnna Sidhu,
Authorized Signatory
Page 6 of 7 Pages
EXHIBIT 10.1
Joint Filing Agreement
Agreement dated as of February 28, 2000, between LeAnna Sidhu and Catalyst
Capital LLC (collectively, the "Parties").
Each of the Parties hereto represents to the other Parties that it is
eligible to use Schedule 13D to report its beneficial interest in shares of
common stock, $.0001 par value per share, of youticket.com inc. owned of record
by LeAnna Sidhu and Catalyst Capital LLC ("Schedule 13D"), and it will file the
Schedule 13D on behalf of itself.
Each of the Parties agrees to be responsible for the timely filing of the
Schedule 13D and any and all amendments thereto and for the completeness and
accuracy of the information concerning itself contained in the Schedule 13D, and
the other Parties to the extent it knows or has reason to believe that any
information about the other Parties is inaccurate.
Catalyst Capital LLC
/s/ LeAnna Sidhu
---------------------------
By: LeAnna Sidhu, Authorized Signatory
/s/ LeAnna Sidhu
-----------------------------
LeAnna Sidhu
