As filed with the Securities and Exchange Commission on October 11, 2000.
Registration No.: __________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
UNDER SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
TTTTICKETS HOLDING CORP.
(Name of Small Business Issuer in its charter)
Delaware 04-2968425
(State of incorporation) (I.R.S. Employer
Identification No.)
178 Villa Park Drive
Lewisville, Texas 75067
(Address of principal (Zip Code)
executive offices)
Issuer's telephone number - (972) 317-6024
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
none none
Securities to be registered under Section 12(g) of the Act:
Common Stock, par value $.001 per share
(Title of class)
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TABLE OF CONTENTS
PART I ..................................................................... 1
ITEM 1. DESCRIPTION OF BUSINESS............................................ 1
General.............................................................. 1
History ............................................................. 1
Business Development................................................. 2
Web Site Overview.................................................... 2
Technology and Operating Plan........................................ 3
Industry Analysis.................................................... 3
Competition.......................................................... 3
Marketing Strategy................................................... 4
Sources of Revenue................................................... 5
Reliability and Security............................................. 6
Intellectual Property, Proprietary Rights and Domain Names........... 6
Government Regulations and Legal Uncertainties....................... 6
Employees............................................................ 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND PLAN OF OPERATION.............................................. 7
ITEM 3. DESCRIPTION OF PROPERTY............................................ 7
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT......................................................... 7
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS.................................................... 7
Cecil McGough...................................................... 8
Committees of the Board of Directors............................... 8
ITEM 6. EXECUTIVE COMPENSATION............................................. 8
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..................... 8
ITEM 8. DESCRIPTION OF SECURITIES.......................................... 8
Capital Stock...................................................... 8
Provisions Having a Possible Anti-Takeover Effect.................. 9
ADDITIONAL INFORMATION...................................................... 9
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS........................... 9
PART II ................................................................... 10
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANTS
COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS............................................................ 10
Market Information................................................. 10
Holders............................................................ 10
Dividends.......................................................... 10
ITEM 2. LEGAL PROCEEDINGS.................................................. 10
ITEM 3. CHANGES IN DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING DISCLOSURE.............................................. 10
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES............................ 10
ITEM 5. INDEMNIFICATION OF OFFICERS AND DIRECTORS.......................... 10
PART F/S ................................................................... 12
PART III ................................................................... 12
ITEM 1. INDEX TO EXHIBITS.................................................. 12
SIGNATURES.................................................................. 13
INDEX TO FINANCIAL STATEMENTS............................................... F-1
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
General. We are a holding company and the sole stockholder of
TTTTickets.com, Inc., a Delaware corporation ("Tickets"). Our sole asset is the
stock of Tickets, and all references herein to "we," "us" or "our" with respect
to our business operations refer to the combined business operations of
TTTTICKETS HOLDING CORP. and Tickets, unless specifically stated otherwise.
We currently have no revenue as we are continuing the development of
our website. We believe that development of our website will be completed and
that testing of the website will commence in the second quarter of 2001.
Management believes that the site will be fully operational during the third
quarter of 2001, subject to our ability to obtain necessary financing.
We are attempting to create a secondary marketplace for individuals to
buy and sell event tickets on the Internet. The primary market for tickets
exists when an event producer offers tickets directly to the public at a
published price. The secondary market is generated when purchasers in the
primary market subsequently resell these tickets. In the United States, the
secondary market for event tickets is estimated to be in excess of $1 billion
per year.
We are currently developing a web site that will allow buyers and
sellers of event tickets to come together to efficiently transact business in
the secondary market. Tickets available on the site will be grouped into four
major categories: i) music, ii) sports, iii) arts, and iv) family. Individuals
who desire to list tickets for sale or to purchase listed tickets will need to
be members to obtain the necessary information to complete the transaction.
We will derive revenue from membership fees and from sponsor and
advertising payments. Memberships will be available for six-month terms at a
cost of $9.95 for buyers and $19.95 for sellers. Members will have unlimited
access to the site during the membership period.
History. TTTTICKETS HOLDING CORP. was originally incorporated as
Professional Brushes, Inc. ("PBI"), a Massachusetts corporation on June 6, 1987.
On March 3, 1995, PBI and its parent company filed a petition under Chapter 11
of the United States Bankruptcy Code. On November 2, 1998, the court approved
PBI's Joint Plan of Reorganization (the "Plan of Reorganization"). On April 12,
1999 and in accordance with the Plan of Reorganization, the prior management of
PBI changed its state of incorporation from Massachusetts to Delaware by merging
with and into PB Acquisition Corp., a Delaware corporation. On May 9, 2000,
Cecil McGough, the founder and sole stockholder of Tickets, acquired 9,000,000
shares of the common stock (or approximately 90% of the outstanding shares) of
PB Acquisition Corp. in exchange for 100% of the common stock of Tickets which
became a wholly owned subsidiary of PB Acquisition Corp. On May 9, 2000, PB
Acquisition Corp. changed its corporate name to TTTTickets Holding Corp.
Tickets was incorporated on April 24, 2000 in the State of Delaware to
develop and maintain a website to facilitate the sale and purchase of event
tickets in the secondary market, and is now our wholly owned subsidiary. On
April 26, 2000, the prior management of PB Acquisition Corp. entered into a
Stock Exchange Agreement (the "Exchange") with Tickets pursuant to which Cecil
McGough, the sole stockholder of Tickets, assigned his equity ownership interest
in that company to us in exchange for 9,000,000 shares (or approximately 90%) of
our outstanding common stock. At the time of the Exchange, PB Acquisition Corp.
had no operations and essentially no assets. Following the Exchange, Cecil
McGough, our only officer and director, replaced the former officers and
directors of PB ACQUISITION CORP. Cecil McGough entered into this transaction in
order to enable Tickets to begin the process of becoming a publicly traded
company.
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The holders of our outstanding shares of common stock approved the
Stock Exchange Agreement on May 9, 2000. On May 9, 2000, we changed our
corporate name to TTTTickets Holding Corp.
As a result of the Exchange, our current capitalization structure is as
follows:
# of Shares # of Shares (1)
Before % After %
---------- ----- ---------- -----
Cecil McGough 0 0% 9,000,000 90.0%
All Other Stockholders 500,016 100% 1,000,032 10.0%
---------- ----- ---------- -----
TOTAL 500,016 100% 10,000,032 100.0%
-----------
(1) Reflects a two for one forward split undertaken in conjunction with the
Exchange.
Business Development. Our principal goal is to position Tickets as the
premier web site for selling and purchasing event tickets in the secondary
market. To achieve this goal, we have adopted a multi-tiered strategy to:
o Aggressively grow membership and usage.
o Increase sponsors and advertising revenues.
o Maximize opportunities to expand site capabilities.
Management believes that our site will provide an easy to navigate,
online marketplace. If successful, the site will provide habit-forming reasons
to utilize or simply visit the site frequently.
We believe that our site will appeal to those individuals seeking to
enter the secondary ticket market because it will be easy to use and will
provide a price competitive forum to buy event tickets, without the
inconvenience and cost of ticket brokers and scalpers. We intend that our
visitors and members find a marketplace that functions in a user-friendly
format.
We believe that the secondary event ticket marketplace annually
generates transaction-based revenues in the United States in excess of $1
billion, which presents an opportunity for our business strategy.
We have identified a highly defined niche that we believe should
experience significant growth in coming years. This strategy compels that our
site provide an efficient vehicle for transacting e-commerce. This targeted
approach is intended to create greater member loyalty and retention.
Web Site Overview. Management believes that our site will attract
members because of its content. The content of the site will focus only on
postings for event tickets in the following categories: (i) music; (ii) sports;
(iii) arts; and (iv) family. The seller will post the name, place, date and time
of the event along with the number of tickets that are for sale, their location
at the venue and the per ticket price. To post tickets for sale or to view
available tickets a user must become a registered member of the web site.
Memberships are available for six-month terms at a cost of $19.95 for a seller
and $9.95 for buyers. Buyers and sellers will then communicate directly with
each other via telephone or electronic media, as determined by the posting
party, to consummate the purchase transactions. Once the posting party has sold
the offered event tickets, the seller may access the site and delete the posting
or wait and allow the posting to automatically expire on the day following the
date of the posted event. Tickets will not receive any compensation from the
purchase transaction. All revenues will be generated from membership fees and
banner advertising on the site.
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Technology and Operating Plan. Technology is a key driver of our
business strategy. As such, extensive planning and design will go into the
technical infrastructure to support our cyber-operations to ensure that our site
is reliable and secure while also providing a unique experience to visitors.
Our Web technology is being developed and will be deployed on the
Microsoft (MS) Windows NT platform. The system is designed around a MS Internet
Information Server as the Web server and a MS SQL Server 7.0 as the database.
Active Server Page (ASP) script technology will be used as the central
programming language. With data-driven Web sites, the deep content is stored in
a database and dynamically created in response to user requests. We believe that
this structure will provide a tremendous amount of flexibility and will add
uniformity to our site.
For our hardware, we intend to deploy Dell Computer Corporation servers
with special redundant hard drives (RAID) and other key features to ensure
maximum reliability. The production server will be securely located in our
office facility, giving us around-the-clock access to servers seven days each
week. The production server will be connected to our Internet provider by loom
Ethernet, assuring a highly reliable Internet connection via the redundant
Internet connections at our provider's facility. As the number of production
server's increases and the traffic flow becomes more predictable, we anticipate
that we will outsource the location of our server to a secure third-party
facility.
Industry Analysis. The Internet has emerged as a significant global
communications medium, enabling millions of people to share information and
conduct business electronically and providing advertisers and businesses with an
attractive means of marketing and selling their products and services. According
to International Data Corporation, global e-commerce spending on the Internet is
expected to increase from approximately $50 billion at the end of 1998 to more
than $1.3 trillion billion in 2003. Jupiter Communications, a media research
firm that specializes in online research and analysis, estimates that the amount
of advertising dollars spent on the Internet is expected to increase from
approximately $1.9 billion in 1998 to $7.7 billion by 2002, a compound annual
growth rate of 42%. The Internet enables features and functions that are
unavailable in traditional media, permitting advertisers to target specific
demographic groups by capturing valuable data on customer tastes, preferences
and shopping and buying patterns.
Global use of the Internet is growing dramatically. In a recent report
published by the Gartner Group, Internet Software and Internet Access Markets:
The Global Dynamos (12/28/98), it was estimated that North American consumer and
business use of the Internet exceeds 71 million people, with that number
projected to double to more than 140 million by the year 2002. Worldwide
Internet usage for 1999 was projected at more than 142 million users, also
doubling by 2002 to more than 300 million.
Competition. We are not presently aware of other sites that serve the
secondary event market in the manner we propose. We will face competition from
on-line auction sites, which are a more recognized source for event tickets.
However, we believe our site will offer the marketplace a more efficient process
as the buyer and seller will be able to communicate directly with each other to
complete the sales transaction. However, the market for members, visitors and
Internet advertising is new and rapidly evolving, and competition for members,
visitors and advertisers is intense and is expected to increase significantly in
the future. With no substantial barriers to entry, we expect that competition
will intensify.
We believe that the primary competitive factors in creating a
successful economic site are functionality, member loyalty, ease-of-use, quality
of service, reliability and critical mass. We will likely face competition in
the future from developers of Web directories, search engine providers,
shareware archives, content sites, commercial online services and sites
maintained by Internet service providers. There can be no assurance that our
competitors and potential competitors will not develop sites that are equal or
superior to ours or that achieve greater market acceptance.
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We also compete with traditional forms of media such as newspapers,
magazines, radio and television, for advertisers and advertising revenues. We
believe that the principal competitive factors in attracting advertisers include
the amount of traffic on our Web site, the demographics of our members and
visitors, our ability to offer targeted audiences and the overall
cost-effectiveness of the advertising medium that we offer. We believe that the
number of Internet companies relying on Web-based advertising revenues will
increase greatly in the future. Accordingly, we will likely face increased
competition, which could in turn have a material adverse effect on our business,
results of operations and financial condition.
In summary, there can be no assurance that we will be able to compete
successfully against our current or future competitors or that competitive
pressures faced by us will not have a material adverse effect on our business,
results of operations and financial condition.
Marketing Strategy. Our marketing strategy has three key objectives:
o Attract new members.
o Retain members.
o Attract advertisers to our site.
Attract New Members. In our early stages, priority must be given to
attracting new members. We intend to aggressively market our site through
several methods to attract and to increase membership, including:
a. Site branding;
b. Offline advertising and promotion;
c. Online marketing; and
d. Public relations.
a. Site Branding. A brand is a carefully developed set of values that
appeal to a specific audience. The process of branding is to effectively
communicate the predefmed values to the target market. Online branding is the
sum of all customer-company interactions, including advertising, customer
service, product usage experience and Web page interaction. In essence, branding
is dialogue with the our audience, which, in turn, leads to an enduring
relationship with our users.
We believe that building a premium brand Web site is very much like the
process of store branding. We plan to emphasize the brand of our site rather
than the brands of our services. We expect that we will be able to build brand
equity over time as it continues to invest in its offline and online presence.
b. Offline Advertising and Promotion. We recognize the key to eventual
success is the ability to undertake extensive advertising and promotion efforts
and in compiling a comprehensive advertising and promotion plan. We expect that
the plan will use targeted advertising through traditional media, such as radio,
select magazines and direct mail. In addition, we will use promotions, which
have proven an effective vehicle to attract new users, such as giveaways done in
conjunction with e-commerce sites.
c. Online Marketing. The following are tactics for our online
marketing.
Professional Banner Advertising Promotion. We believe that placing
banner advertisements on high-traffic Web sites can be very effective when
placed in high frequency. Some traditional portals often offer better
segmentation for our prospects than traditional media and at a more efficient
CPM (cost per thousand). We intend to design a site-specific banner and place it
accordingly.
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Online Campaign. To help achieve our revenue goals, we plan, subject to
available working capital, to implement an aggressive online marketing campaign
combined with continual back-end monitoring and optimization. The objective will
be to build brand awareness in the online community and continually acquire new
users. One of the best ways to attract this target audience is to achieve high
visibility in the places where prospective users are likely to be browsing. In
order to create this market presence and increase user awareness, we intend to
promote our Web site on the most effective search engines, directories and
promotional sites the Internet offers. Our Internet promotion plans include:
o Directory Submissions.
o Categorized Directory Submissions.
o Targeted Links.
o Keyword Banners at Search Engines.
o Search Engine Optimization.
o Community Discussion Seeding.
o Affiliate Partner Marketing. Site Contests.
o Targeted E-Mail Announcements.
We expect to maintain a clean corporate image by practicing
"netiquette" when sending e-mail messages. In order to differentiate between
e-mail messages that are voluntarily requested and true "spamming" from
unwelcome sources, we will plan to use the following approach: (i) we will only
send targeted direct e-mail to those individuals who have voluntarily requested
to receive announcements within a selected category of topics; (ii) e-mail
recipients always have the option to remove themselves from the distribution
list of any category they have chosen; and (iii) each distributed e-mail message
header will indicate clearly that the e-mail was sent because the person
subscribed to this service, alleviating any potential confusion about why the
message was received.
d. Public Relations. Our publicity efforts are intended to accomplish
the following:
o Position Tickets as the premiere network of secondary
event tickets.
o Increase our reputation.
o Increase prospective advertisers' awareness of
Tickets' members.
Retain Members. We recognize that users switching from one Web
site to another (sometimes referred to as "churn") is a major challenge in
building a registered user base. We will employ a variety of programs intended
to reduce user "churn." These include promotional contests for registration,
programs targeted at users who have not visited the site for some period of
time, "push" e-mail bulletins to registered users that promote site visits,
banner advertising and more.
Attract Advertisers to Tickets. We intend to develop
demographic audience profiles and information on our target markets in order to
capture revenues from potential advertisers. We expect to offer advertisers a
cost-effective and efficient way to reach their target audience.
Sources of Revenue. Currently, we have no revenues. We intend to
generate revenue from two main sources:
o Revenue from Advertising & Banners. We recognize that the key
to successful advertising on the Internet is maximizing viewer
attention on a page for an extended period of time. To this
end, taking the overall size of our target marketplace
combined with proposed, we believe that we can focus daily
dynamic content viewers' attention on the page for extended
periods of time. We therefore believe that these features
offer value-added benefits to advertisers who wish to achieve
maximum exposure.
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o Revenue from Membership Fees. We also expect to generate
revenues from the sale and renewal of memberships.
Reliability and Security. We plan to utilize the services of a larger
internet service provider to ensure reliability and backup capabilities for the
Web site we plan to launch in the future. We intend to develop our own content
and Web site management tools to facilitate the maintenance and updating of our
Web site.
Intellectual Property, Proprietary Rights and Domain Names. We regard
our copyrights, service marks, trademarks, trade secrets, proprietary technology
and similar intellectual property as critical to our success, and rely on
trademarks and copyright law, trade secret protection and confidentiality and/or
license agreements with users, independent contractors, partners and others to
protect our proprietary rights. Although we have not yet completed any trademark
or service mark registrations, we have common law trademark rights in our name
and in the other names that we use or intend to use. We will strategically
pursue the registration of our trademarks and service marks in the United States
and abroad.
Our ability to use and successfully develop our site will depend upon
our ability to continue to use, develop and protect our proprietary marks. We
may be subject to legal proceedings and claims from time to time in the ordinary
course of business, including claims of alleged infringement of the trademarks
and other intellectual property rights of third parties. Such claims, even if
not meritorious, could result in the expenditure of significant financial and
managerial resources. Further, if such claims are successful, we may be required
to change our trademarks, alter its content and pay financial damages. There can
be no assurance that such changes of trademarks, alteration of content or
payment of financial damages will not adversely affect our business.
Government Regulations and Legal Uncertainties. We are subject to
various laws and regulations relating to our business. Few laws or regulations
are currently directly applicable to access to the Internet. However, because of
the Internet's popularity and increasing use, new laws and regulations may be
adopted. Such laws and regulations may cover issues such as: user privacy;
pricing; content; copyrights; distribution; taxation; and characteristics and
quality of products and services.
In addition, the growth of the Internet and electronic commerce,
coupled with publicity regarding Internet fraud, may lead to the enactment of
more stringent consumer protection laws. These laws may impose additional
burdens on our business. The enactment of any additional laws or regulations may
impede the growth of the Internet, which could decrease our potential revenues
from electronic commerce or otherwise adversely affect our business, financial
condition and operating results.
Laws and regulations directly applicable to electronic commerce or
Internet communications are becoming more prevalent. The most recent session of
Congress enacted Internet laws regarding on-line copyright infringement.
Although not yet enacted, Congress is considering laws regarding Internet
taxation. The European Union recently enacted new privacy regulations. These are
all recent enactments, and there is uncertainty regarding their marketplace
impact. In addition, various jurisdictions already have enacted laws that are
not specifically directed to electronic commerce but that could affect our
business. The applicability of many of these laws to the Internet is uncertain
and could expose us to substantial liability. Any new legislation or regulation
regarding the Internet, or the application of existing laws and regulations to
the Internet, could materially adversely affect us. If we were alleged to
violate federal, state or foreign, civil or criminal law, even if we could
successfully defend such claims, it could materially adversely affect us.
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Employees. As of September 30, 2000, Cecil McGough was our only
employee. If the site is successful, we will need to hire marketing, information
technology and administrative personnel. These additions will be based on our
current financial condition and prospects. From time to time, we may also employ
independent contractors to support our operation.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN
OF OPERATION
We currently have no revenues, no operations and own no assets. We will
remain illiquid until such time as we raise the capital necessary, either
through debt or equity financings, to implement our business strategy. As such,
we do not believe that an analysis of our financial condition since our
inception would be meaningful. Nor are we able to make a prediction on our
future financial condition as this time.
ITEM 3. DESCRIPTION OF PROPERTY
We currently operate out of office space provided by Cecil McGough, our
President, sole Director and majority stockholder. We neither pay nor do we have
any obligation to pay rent to Mr. McGough. We will seek to move our operations
to a suitable leased facility if we are able to raise the capital necessary to
fund our operations.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth, as of September 30, 2000, certain
information with respect to the beneficial ownership of our capital stock by (1)
each person who we know to be a beneficial owner of more than 5% of any class or
series of our capital stock; (2) each of the directors and executive officers
individually and (3) all directors and executive officers as a group. At
September 30, 2000, we had 10,000,032 shares of common stock issued and
outstanding.
Amount and
Name and Address Nature of
Title of Class of Beneficial Owner Beneficial Owner Percent of Class
-------------- ------------------- ---------------- ----------------
Common Stock Cecil McGough 9,000,000 (Direct) 90.0%
178 Villa Park Drive
Lewisville, Texas 75077
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The table below sets forth certain information concerning our directors
and executive officers as of September 30, 2000.
Name Age Position
---- --- --------
Cecil McGough 53 President / Sole Director
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Cecil McGough is the founder of Tickets and has served as our President
and Sole Director since May 9, 2000. Since 1990, Mr. McGough has been the owner
and President of HomeCare Employee Benefits, Inc., a company that specializes in
providing advice to home health care providers regarding the Medicare home
health care reimbursement system and implementing employee benefit plans for
such providers. Mr. McGough has extensive experience in the financial services
and financing planning markets.
Committees of the Board of Directors. Our Board of Directors does not
have any committees at this time.
ITEM 6. EXECUTIVE COMPENSATION
Mr. McGough has not been paid nor have we accrued any cash or non-cash
compensation for his services since Tickets' inception. It is anticipated that
Mr. McGough will enter into an Employment Agreement with us once the site
becomes operational.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
ITEM 8. DESCRIPTION OF SECURITIES
Capital Stock. Our authorized capital stock consists of 40,000,000
shares of common stock and 10,000,000 shares of preferred stock, each with a par
value of $.001 per share. Each share of common stock entitles the holder thereof
to one vote on all matters upon which stockholders are permitted to vote. No
stockholder has any preemptive right or other similar right to purchase or
subscribe for any additional securities issued by us, and no stockholder has any
right to convert his, her or its common stock into other securities. No shares
of common stock are subject to redemption or any sinking fund provisions. All
the outstanding shares of our common stock are fully paid and non-assessable.
Subject to the rights of the holders of the preferred stock, if any, our
stockholders of common stock are entitled to dividends when, as and if declared
by our Board of Directors from funds legally available therefore and, upon
liquidation, to a pro-rata share in any distribution to stockholders. We do not
anticipate declaring or paying any cash dividends on the common stock in the
year 2000.
Pursuant to our Certificate of Incorporation, our Board of Directors
has the authority, without further stockholder approval, to provide for the
issuance of up to 10,000,000 shares of our preferred stock in one or more series
and to determine the dividend rights, conversion rights, voting rights, rights
in terms of redemption, liquidation preferences, the number of shares
constituting any such series and the designation of such series. Because our
Board of Directors has the power to establish such preferences and rights of any
such series, it may afford the holders of any preferred stock preferences,
powers and rights (including voting rights) senior to the rights of holders of
our common stock. No shares of our preferred stock are currently outstanding.
Although we have no present intention to issue any shares of preferred stock,
the issuance of shares of preferred stock, or the issuance of rights to purchase
such shares, may have the effect of delaying, deferring or preventing a change
in control of the Company.
As a successor to PBI, Inc., a Massachusetts corporation reorganized
pursuant to a plan of bankruptcy and reorganization, we are prohibited from
issuing non-equity voting securities under Section 1123(a)(6) of the United
States Bankruptcy Code. If there are to be any classes of securities issued in
the future, all shall possess voting power, an appropriate distribution of such
voting power among such classes, including, in the case of any class of equity
securities having a preference over another class of equity securities with
respect to dividends, an adequate provision for the election of directors
representing such preferred class in the event of default in the payment of such
dividends.
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Provisions Having a Possible Anti-Takeover Effect. Our Certificate of
Incorporation and Bylaws contain certain provisions that are intended to enhance
the likelihood of continuity and stability in the composition of our Board of
Directors and in the policies formulated by the Board and to discourage certain
types of transactions which may involve an actual or threatened change of
control of the Company. In addition, our Board of Directors has the authority,
without further action by our stockholders, to issue up to 10,000,000 shares of
our preferred stock in one or more series and to fix the rights, preferences,
privileges and restrictions thereof, and to issue up to 29,999,968 additional
shares of our common stock. The issuance of our preferred stock or additional
shares of our common stock could adversely affect the voting power of the
holders of our common stock and could have the effect of delaying, deferring or
preventing a change in our control.
ADDITIONAL INFORMATION
Statements contained in this registration statement regarding the
contents of any contract or any other document are not necessarily complete and,
in each instance, reference is hereby made to the copy of such contract or other
document filed as an exhibit to the registration statement. As a result of this
Registration Statement, we will be subject to the informational requirements of
the Securities Exchange Act of 1934 and, consequently, will be required to file
annual and quarterly reports, proxy statements and other information with the
SEC. The registration statement, including exhibits, may be inspected without
charge at the SEC's principal office in Washington, D.C., and copies of all or
any part thereof may be obtained from the Public Reference Section, Securities
and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 upon
payment of the prescribed fees. You may obtain information on the operation of
the Public Reference Room by calling the SEC at 1.800.SEC.0330. The SEC
maintains a Website that contains reports, proxy and information statements and
other information regarding registrants that file electronically with it. The
address of the SEC's Website is http://www.sec.gov.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This registration statement contains forward-looking statements. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as "may,"
"will," "should," "expects," "plans," "anticipates," "believes," "estimates,"
"predicts," "potential" or "continue" or the negative of such terms or other
comparable terminology. Forward-looking statements are speculative and uncertain
and not based on historical facts. Because forward-looking statements involve
risks and uncertainties, there are important factors that could cause actual
results to differ materially from those expressed or implied by these
forward-looking statements, including those discussed under "Description of
Business" and "Management's Discussion and Analysis of Financial Condition and
Plan of Operation."
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance, or achievements. Moreover, neither we nor any
other person assumes responsibility for the accuracy and completeness of such
statements. The reader is advised to consult any further disclosures made on
related subjects in our future SEC filings.
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PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
Market Information. Our common stock is not currently trading. We are
filing this Form 10- SB for the purpose of enabling our shares of common stock
to commence trading on either the Pink Sheets or the National Association of
Securities Dealers, Inc.'s ("NASD") Electronic Bulletin Board (the "OTCBB"). We
will have to identify a market maker for our stock who in turn must make an
application to the NASD, following the effective date of this Form 10- SB, to
have our shares of common stock quoted on either the Pink Sheets or the OTCBB.
Holders. As of September 30, 2000, there were a total of Ten Million
Thirty-Two (10,000,032) shares of our common stock outstanding, held by
approximately 325 stockholders of record.
Dividends. We have not declared any dividends on our common stock.
ITEM 2. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING DISCLOSURE
Not Applicable.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
Pursuant to the Plan of Reorganization, all of our outstanding capital
stock as of the date of our bankruptcy petition (March 3, 1995) was canceled.
Pursuant to the Plan of Reorganization, we issued an aggregate of 10,000,032
shares of our common stock, as adjusted for the forward split, to certain of our
creditors and holders of administrative claims. Such shares were issued in
accordance with Section 1145 under the United States Bankruptcy Code and the
transaction was thus exempt from the registration requirements of Section 5 of
the Securities Act of 1933 (the "Securities Act").
On May 9, 2000, we entered into a Stock Exchange Agreement with Tickets
pursuant to which Cecil McGough, the sole stockholder of Tickets, assigned his
equity ownership in that company to us in exchange for 9,000,000 shares (or
approximately 90%) of our outstanding common stock. We relied on Section 4(2) of
the Securities Act because the transaction did not involve a public offering and
was therefore exempt from the registration requirements of the Securities Act.
No underwriters were used in connection with this transaction.
ITEM 5. INDEMNIFICATION OF OFFICERS AND DIRECTORS
We have the authority under the Delaware General Corporation Law to
indemnify our Directors and Officers to the extent provided for in such statute.
The Delaware Law provides, in part, that a corporation may indemnify a director
or officer or other person who was, is or is threatened to be made a named
defendant or respondent in a proceeding because such person is or was a
director, officer, employee or agent of the corporation, if it is determined
that such person:
o conducted himself in good faith;
o reasonably believed, in the case of conduct in his official
capacity as a director or officer of the corporation, that his
conduct was in the corporation's best interest and, in all
other cases, that his conduct was at least not opposed to the
corporation's best interests; and
o in the case of any criminal proceeding, had no reasonable
cause to believe that his conduct was unlawful.
10
<PAGE>
A corporation may indemnify a person under the Delaware Law against
judgments, penalties, including excise and similar taxes, fines, settlement,
unreasonable expenses actually incurred by the person in connection with the
proceeding. If the person is found liable to the corporation or is found liable
on the basis that personal benefit was improperly received by the person, the
indemnification is limited to reasonable expenses actually incurred by the
person in connection with the proceeding, and shall not be made in respect of
any proceeding in which the person shall have been found liable for willful or
intentional misconduct in the performance of his duty to the corporation. The
corporation may also pay or reimburse expenses incurred by a person in
connection with his appearance as a witness or other participation in a
proceeding at a time when he is not a named defendant or respondent in the
proceeding.
Our Certificate of Incorporation provides that none of our Directors
shall be personally liable to us or our stockholders for monetary damages for an
act or omission in such Director's capacity as a Director; PROVIDED, HOWEVER,
that the liability of such Director is not limited to the extent that such
Director is found liable for (a) a breach of the Director's duty of loyalty to
us or our stockholders, (b) an act or omission not in good faith that
constitutes a breach of duty of the Director to us or an act or omission that
involves intentional misconduct or a knowing violation of the law, (c) a
transaction from which the Director received an improper benefit, whether or not
the benefit resulted from an action taken within the scope of the Director's
office, or (d) an act or omission for which the liability of the Director is
expressly provided under Delaware law. Limitations on liability provided for in
our Certificate of Incorporation do not restrict the availability of
non-monetary remedies and do not affect a Director's responsibility under any
other law, such as the federal securities laws or state or federal environmental
laws.
We believe that these provisions will assist us in attracting and
retaining qualified individuals to serve as executive officers and directors.
The inclusion of these provisions in our Certificate of Incorporation may have
the effect of reducing a likelihood of derivative litigation against our
Directors and may discourage or deter stockholders or management from bringing a
lawsuit against Directors for breach of their duty of care, even though such an
action, if successful, might otherwise have benefited us or our stockholders.
Our Bylaws provide that our Officers and Directors shall be indemnified
and held harmless by us from and against any judgments, penalties (including
excise taxes), fines, amounts paid in settlement and reasonable expenses
(including court costs and attorneys' fees) actually incurred by such persons in
connection with all threatened, pending or completed actions, claims, suits or
proceedings; PROVIDED, HOWEVER, that it must be determined that such Officer or
Director acted in good faith and reasonably believed (1) that in the case of
conduct in his official capacity on behalf of us that his conduct was in our
best interest, (2) in all other cases that his conduct was not opposed to our
best interests, and (3) with respect to any proceeding which is a criminal
action, that he had no reasonable cause to believe that his conduct was
unlawful. However, in the event a determination is made that an Officer or
Director is liable to us or is found liable on the basis that personal benefit
was improperly received by such person, such indemnification is limited to
reasonable expenses actually incurred by such person in connection with the
proceeding and shall not be made in respect of any proceeding in which such
person shall have been found liable for willful or intentional misconduct in the
performance of his duty to the corporation. Any indemnification under our Bylaws
shall be made by us only upon a determination that indemnification of such
person is proper, such determination to be made by a majority vote of a quorum
consisting of Directors who at the time of the vote are not named defendants or
respondents in such proceeding, or in the alternative by special legal counsel
and/or the stockholders of the corporation, as described in our Bylaws.
The above discussion of the Delaware Law, our Certificate of
Incorporation, and our Bylaws is not intended to be exhaustive and is qualified
in its entirety by such statutes, our Certificate of Incorporation and our
Bylaws, respectively.
11
<PAGE>
PART F/S
The financial information beginning on page F-1 hereof is provided in
accordance with the requirements of Item 310 of Regulation S-B.
PART III
ITEM 1. INDEX TO EXHIBITS
The following documents are filed as exhibits to this Registration
Statement:
3.1 Certificate of Incorporation of TTTTICKETS HOLDING CORP.
(with amendments).
3.2 Bylaws of TTTTICKETS HOLDING CORP.
6.1 Stock Exchange Agreement by and among TTTTickets.com, Inc.,
Cecil McGough, and PB Acquisition Corp., dated April 26, 2000.
27.1 Financial Data Schedule.
12
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Act of 1934, the
Company caused this amended Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
TTTTICKETS HOLDING CORP.
DATE: October 5, 2000 By: /s/ Cedil McGough
---------------------------
Cecil McGough
President and Sole Director
13
<PAGE>
TTTTICKETS HOLDING CORP.
(formerly PB Acquisition Corp.)
INDEX TO FINANCIAL STATEMENTS
Page
----
Annual Financial Statements
Report of Independent Certified Public Accountants F-2
Balance Sheets
as of December 31, 1999 and 1998 F-3
Statements of Operations and Comprehensive Income
for the year ended December 31, 1999 and for the period
from November 13, 1998 (date of bankruptcy settlement)
through December 31, 1998 F-4
Statement of Changes in Stockholders' Equity
for the year ended December 31, 1999 and for the period
from November 13, 1998 (date of bankruptcy settlement)
through December 31, 1998 F-5
Statements of Cash Flows
for the year ended December 31, 1999 and for the period
from November 13, 1998 (date of bankruptcy settlement)
through December 31, 1998 F-6
Notes to Financial Statements F-7
Interim Financial Statements
Consolidated Balance Sheets
as of September 30, 2000 and 1999 F-10
Consolidated Statements of Operations and Comprehensive Income
for the nine and three months ended September 30, 2000 and 1999 F-11
Consolidated Statements of Changes in Stockholders' Equity
for the nine months ended September 30, 2000 and 1999 F-12
Consolidated Statements of Cash Flows
for the nine months ended September 30, 2000 and 1999 F-13
Notes to Consolidated Financial Statements F-14
F-1
<PAGE>
S. W. HATFIELD, CPA
certified public accountants
Member: American Institute of Certified Public Accountants
SEC Practice Section
Information Technology Section
Texas Society of Certified Public Accountants
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------
Board of Directors and Stockholders
TTTTickets Holding Corp.
(formerly PB Acquisition Corp.)
(formerly Professional Brushes, Inc.)
We have audited the accompanying balance sheets of TTTTickets Holding Corp.
(formerly PB Acquisition Corp. or Professional Brushes, Inc.) (a Delaware
corporation) as of December 31, 1999 and 1998, and the related statements of
operations and comprehensive income, changes in stockholders' equity and cash
flows for the year ended December 31, 1999 and for the period from November 13,
1998 (date of bankruptcy settlement) through December 31, 1998, respectively.
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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. 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 audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of TTTTICKETS Holding Corp.
(formerly PB Acquisition Corp.) as of December 31, 1999 and 1998, and the
results of its operations and its cash flows for the year ended December 31,
1999 and for the period from November 13, 1998 (date of bankruptcy settlement)
through December 31, 1998, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note A to the
financial statements, the Company has no viable operations or significant assets
and is dependent upon significant shareholders to provide sufficient working
capital to maintain the integrity of the corporate entity. These circumstances
create substantial doubt about the Company's ability to continue as a going
concern and are discussed in Note A. The financial statements do not contain any
adjustments that might result from the outcome of these uncertainties.
/s/ S. W. Hatfield, CPA
------------------------
S. W. HATFIELD, CPA
Dallas, Texas
January 27, 2000 (except for Note A
as to which the date is May 9, 2000)
Use our past to assist your future sm
P. O. Box 820395 9002 Green Oaks Circle, 2nd Floor
Dallas, Texas 75382-0395 Dallas, Texas 75243-7212
214-342-9635 (voice) (fax) 214-342-9601
800-244-0639 [email protected]
F-2
<PAGE>
<TABLE>
<CAPTION>
TTTTICKETS HOLDING CORP.
(formerly PB Acquisition Corp.)
BALANCE SHEETS
December 31, 1999 and 1998
1999 1998
-------- --------
<S> <C> <C>
ASSETS
------
Current assets
Cash in bank $ 1,730 $ --
Due from Bankruptcy Trust -- 5,000
-------- --------
Total Assets $ 1,730 $ 5,000
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities
Due to majority stockholder $ 8,810 $ 1,497
-------- --------
Stockholders' equity
Preferred stock - $0.001 par value. 10,000,000 shares
authorized. None issued and outstanding --
Common stock - $0.001 par value. 40,000,000 shares
authorized. 1,000,032 shares issued and outstanding 1,000 1,000
Additional paid-in capital 4,000 4,000
Accumulated deficit (12,080) (1,497)
-------- --------
Total stockholders' equity (7,080) 3,503
-------- --------
Total Liabilities and Stockholders' Equity $ 1,730 $ 5,000
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE>
<TABLE>
<CAPTION>
TTTTICKETS HOLDING CORP.
(formerly PB Acquisition Corp.)
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
Year ended December 31, 1999 and
Period from November 13, 1998 (date of bankruptcy settlement)
through December 31, 1998
Period from
November 13, 1998
Year ended through
December 31 1999 December 31, 1998
---------------- -----------------
<S> <C> <C>
Revenues $ -- $ --
----------- -----------
Operating expenses
Reorganization expenses 10,583 1,497
----------- -----------
Total expenses 10,583 1,497
----------- -----------
Loss from operations (10,583) (1,497)
Provision for income taxes -- --
----------- -----------
Net Loss (10,583) (1,497)
Other comprehensive income -- --
----------- -----------
Comprehensive Loss $ (10,583) $ (1,497)
=========== ===========
Loss per weighted-average share of
common stock outstanding, computed
on net loss - basic and fully diluted $ (0.01) nil
=========== ===========
Weighted-average number of shares
of common stock outstanding - basic and fully diluted 1,000,032 1,000,032
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
TTTTICKETS HOLDING CORP.
(formerly PB Acquisition Corp.)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Year ended December 31, 1999 and
Period from November 13, 1998 (date of bankruptcy settlement)
through December 31, 1998
Common stock Additional
------------ paid-in Accumulated
# shares Amount capital deficit Totals
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Stock issued through bankruptcy
settlement on November 13, 1998 500,016 $ 500 $ 4,500 $ -- $ 5,000
Effect of May 9, 2000 two (2) for
one (1) stock split 500,016 500 (500) -- --
--------- --------- --------- --------- ---------
Stock issued through bankruptcy
settlement - as restated 1,000,032 1,000 4,000 -- 5,000
Net loss for the period -- -- -- (1,497) (1,497)
--------- --------- --------- --------- ---------
Balances at December 31, 1998 1,000,032 1,000 4,000 (1,497) 3,503
Net loss for the year -- -- -- (10,583) (10,583)
--------- --------- --------- --------- ---------
Balances at December 31, 1999 1,000,032 $ 1,000 $ 4,000 $ (12,080) $ (7,080)
========= ========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
<TABLE>
<CAPTION>
TTTTICKETS HOLDING CORP.
(formerly PB Acquisition Corp.)
STATEMENTS OF CASH FLOWS
Year ended December 31, 1999 and
Period from November 13, 1998 (date of bankruptcy settlement)
through December 31, 1998
Period from
November 13, 1998
Year ended through
December 31, 1999 December 31, 1998
----------------- -----------------
<S> <C> <C>
Cash Flows from Operating Activities
Net loss for the period $(10,583) $ (1,497)
Adjustments to reconcile net loss
to net cash provided by operating
activities -- --
-------- --------
Net cash used in operating activities (10,583) (1,497)
-------- --------
Cash Flows from Investing Activities -- --
-------- --------
Cash Flows from Financing Activities
Funds received from bankruptcy trust 5,000 --
Amounts advanced by majority stockholder 7,313 1,497
-------- --------
Net cash provided by financing activities 12,313 5,752
-------- --------
Increase in Cash 1,730 --
Cash at beginning of period -- --
-------- --------
Cash at end of period $ 1,730 $ --
======== ========
Supplemental Disclosure of
Interest and Income Taxes Paid
Interest paid during the period $ -- $ --
======== ========
Income taxes paid during the period $ -- $ --
======== ========
Supplemental Disclosure of Non-Cash
Investing and Financing Activities
Recapitalization to be funded by Bankruptcy Trust $ -- $ 5,000
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-6
<PAGE>
TTTTICKETS HOLDING CORP.
(formerly PB Acquisition Corp.)
NOTES TO FINANCIAL STATEMENTS
Note A - Background and Description of Business
PB Acquisition Corp.(Company) was initially incorporated on June 6, 1987 as
Professional Brushes, Inc. under the laws of the State of Massachusetts.
On April 12, 1999, the Company changed its state of incorporation from
Massachusetts to Delaware by means of a merger with and into a Delaware
corporation formed on March 29, 1999 solely for the purpose of effecting the
reincorporation. The Certificate of Incorporation and Bylaws of the Delaware
corporation are the Certificate of Incorporation and Bylaws of the surviving
corporation. Such Certificate of Incorporation changed the Company's name to PB
Acquisition Corp. and modified the Company's capital structure to allow for the
issuance of 50,000,000 total equity shares consisting of 10,000,000 shares of
preferred stock and 40,000,000 shares of common stock. Both classes of stock
have a par value of $0.001 per share.
On March 7, 1995, the Company filed for protection under Chapter 11 of the
Federal Bankruptcy Act in the United States Bankruptcy Court, District of
Massachusetts-Western Division (Bankruptcy Court). The Company's bankruptcy
action was combined with a similarly filed action of two other related entities;
Mi-Lor Corporation and Codent Dental Products, Inc. All assets, liabilities and
other claims against the Company were combined with those of its affiliates for
the purpose of distribution of funds to creditors. Each of the three entities
otherwise remained separate corporate entities. During the period from March 7,
1995 through November 13, 1998 (the effective date of the Plan of
Reorganization), all secured claims and/or administrative claims during this
period were satisfied through either direct payment or negotiation.
A Plan of Reorganization was approved by the Bankruptcy Court on November 2,
1998. The Plan of Reorganization, which contemplated the Company entering into a
reverse merger transaction, provided that all unsecured creditors and Halter
Financial Group, Inc. would receive "new" shares of the Company's post-
reorganization common stock, pursuant to Section 1145(a) of the Bankruptcy Code.
As a result of the Plan's approval, all liens, security interests, encumbrances
and other interests, as defined in the Plan of Reorganization, attach to the
creditor's trust. Specific injunctions prohibit any of these claims from being
asserted against the Company prior to the contemplated reverse merger. The final
discharge from bankruptcy will occur only upon the completion of the
contemplated reverse merger transaction. This transaction occurred on May 9,
2000 with the acquisition of TTTTickets.com, Inc.
The cancellation of all existing issued and outstanding shares at the date of
the bankruptcy filing and the issuance of "new" shares of the reorganized entity
caused an issuance of shares of common stock and a related change of control of
the Company with more than 50.0% of the "new" shares being held by persons
and/or entities which were not pre-bankruptcy shareholders. Accordingly, per
American Institute of Certified Public Accountants' Statement of Position 90-7,
"Financial Reporting by Entities in Reorganization Under the Bankruptcy Code",
the Company adopted "fresh-start" accounting as of the bankruptcy discharge date
whereby all continuing assets and liabilities of the Company were restated to
the fair market value. As of November 13, 1998, by virtue of the confirmed Plan
of Reorganization, the only asset of the Company was approximately $5,000 in
cash due from the Bankruptcy Estate.
On May 9, 2000, concurrent with the acquisition of TTTTickets.com, Inc., the
Company effected a two (2) for one (1) forward stock split resulting in
1,000,032 shares of the Company's common stock being issued and outstanding.
F-7
<PAGE>
TTTTICKETS HOLDING CORP.
(formerly PB Acquisition Corp.)
NOTES TO FINANCIAL STATEMENTS
Note A - Background and Description of Business - continued
On May 9, 2000, the Company acquired 100.0% of the issued and outstanding common
stock of TTTTickets.com, Inc. (a Delaware corporation) in exchange for 9,000,000
shares of the Company's restricted, unregistered common stock. TTTTickets.com,
Inc. became a wholly-owned subsidiary of the Company. Concurrent with this
transaction, the Company changed its corporate name to TTTTickets Holding Corp.
The Company follows the accrual basis of accounting in accordance with generally
accepted accounting principles and originally had a year-end of May 31. On March
29, 1999, the Company's Board of Directors approved changing the Company's
year-end to December 31. The accompanying financial statements have been
prepared in accordance with the actions of the Company's Board of Directors.
The Company's majority stockholder, Halter Financial Group, Inc., maintains the
corporate status of the Company and has provided all nominal working capital
support on the Company's behalf since the bankruptcy discharge date. Because of
the Company's lack of operating assets, its continuance is fully dependent upon
the majority stockholder's continuing support. The majority stockholder intends
to continue the funding of nominal necessary expenses to sustain the corporate
entity.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Note B - Summary of Significant Accounting Policies
1. Cash and cash equivalents
-------------------------
The Company considers all cash on hand and in banks, including accounts in
book overdraft positions, certificates of deposit and other highly-liquid
investments with maturities of three months or less, when purchased, to be
cash and cash equivalents.
2. Income taxes
------------
The Company files a separate Federal Income Tax Return. Due to the
provisions of Internal Revenue Code Section 338, the Company will have no
net operating loss carryforwards available to offset financial statement or
tax return taxable income in future periods as a result of a change in
control involving 50 percentage points or more of the issued and
outstanding securities of the Company.
3. Income (Loss) per share
-----------------------
Basic earnings (loss) per share is computed by dividing the net income
(loss) by the weighted-average number of shares of common stock and common
stock equivalents (primarily outstanding options and warrants). Common
stock equivalents represent the dilutive effect of the assumed exercise of
the outstanding stock options and warrants, using the treasury stock
method. The calculation of fully diluted earnings (loss) per share assumes
the dilutive effect of the exercise of outstanding options and warrants at
either the beginning of the respective period presented or the date of
issuance, whichever is later. As of December 31, 1999 and 1998, the Company
has no outstanding warrants and options.
F-8
<PAGE>
TTTTICKETS HOLDING CORP.
(formerly PB Acquisition Corp.)
NOTES TO FINANCIAL STATEMENTS
Note C - Related Party Transactions
In connection with the issuance of "new" shares of the Company's
post-reorganization common stock under the plan of reorganization, the Company
elected to utilize the stock transfer services of an entity controlled by
relatives of post-bankruptcy senior management of the Company. As of December
31, 1999 and 1998, respectively, the Company has paid or accrued approximately
$3,260 for stock transfer, initial securities issuances and registrar services.
Note D - Capital Stock Transactions
Pursuant to the Second Amended Joint Liquidating Plan of Reorganization (Plan),
affirmed by the U. S. Bankruptcy Court - District of Massachusetts-Western
Division on November 2, 1998, the Company "will issue a sufficient number of
shares to meet the requirements of the Plan. Such number is estimated to be
approximately 500,000 Plan Shares of [the Company]. The Plan Shares will be
issued as soon as practicable after the Trustee has determined all Allowed Class
3 Unsecured Claims and calculated the exact number of Plan Shares to be issued
to [Halter Financial Group, Inc.] and the holders of Allowed Class 3 Unsecured
Claims. Approximately 65% of the Plan Shares of [the Company] will be issued to
[Halter Financial Group, Inc.] in exchange for the release of its Allowed
Administrative Claims and for the performance of certain services and the
payment of certain fees related to the anticipated reverse merger or acquisition
transactions described in the Plan. The remaining 35% of the Plan Shares of [the
Company] will be issued to holders of Allowed Unsecured Claims on a Pro Rata
basis. No fractional Plan Shares will be issued. One full share will be issued
in lieu of any fractional share. All of the Plan Shares shall be of the same
class of common stock of [the Company]."
All unsecured creditors and Halter Financial Group, Inc. received an aggregate
of 500,016 "new" shares of common stock in settlement of all unpaid
pre-confirmation obligations of the Company and/or the consolidated bankruptcy
trust.
On May 9, 2000, concurrent with the acquisition of TTTTickets.com, Inc., the
Company effected a two (2) for one (1) forward stock split resulting in
1,000,032 shares of the Company's common stock being issued and outstanding.
F-9
<PAGE>
<TABLE>
<CAPTION>
TTTTickets Holding Corp. and Subsidiary
(formerly PB Acquisition Corp.)
Consolidated Balance Sheets
September 30, 2000 and 1999
(Unaudited)
September 30, September 30,
2000 1999
------------- -------------
<S> <C> <C>
ASSETS
------
Current Assets
Cash on hand and in bank $ 367 $ 3,842
-------- --------
Total Assets $ 367 $ 3,842
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities
Advances from shareholder $ -- $ 7,856
-------- --------
Total Liabilities -- 7,856
-------- --------
Commitments and Contingencies
Stockholders' Equity
Preferred stock - $0.001 par value
10,000,000 shares authorized
None issued and outstanding, -- --
Common stock - $0.001 par value
40,000,000 shares authorized
10,000,032 and 1,000,032 shares
issued and outstanding, respectively 10,000 1,000
Additional paid-in capital 7,046 4,000
Accumulated deficit (16,679) (9,014)
-------- --------
Total Stockholders' Equity 367 (4,014)
-------- --------
Total Liabilities and Stockholders' Equity $ 367 $ 3,842
======== ========
</TABLE>
The financial information presented herein has been prepared by management
without audit by independent certified public accountants. The accompanying
notes are an integral part of these consolidated financial statements.
F-10
<PAGE>
<TABLE>
<CAPTION>
TTTTickets Holding Corp. and Subsidiary
(formerly PB Acquisition Corp.)
Consolidated Statements of Operations and Comprehensive Income
Nine and Three months ended September 30, 2000 and 1999
(Unaudited)
Nine months Nine months Three months Three months
ended ended ended ended
September 30, September 30, September 30, September 30,
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------
Operating Expenses
Organization and
recapitalization expenses 4,599 7,517 30 673
------------ ------------ ------------ ------------
Total operating expenses 4,599 7,517 30 673
------------ ------------ ------------ ------------
Loss from operations (4,599) (7,517) (30) (673)
Provision for income taxes -- -- -- --
------------ ------------ ------------ ------------
Net Loss (4,599) (7,517) (30) (673)
Other Comprehensive Income -- -- -- --
------------ ------------ ------------ ------------
Comprehensive Income $ (4,599) $ (7,517) $ (30) $ (673)
============ ============ ============ ============
Net loss per weighted-average share
of common stock outstanding,
calculated on Net Loss - basic
and fully diluted nil $ (0.01) nil nil
============ ============ ============ ============
Weighted-average number of shares
of common stock outstanding 5,762,806 1,000,032 10,000,032 1,000,032
============ ============ ============ ============
</TABLE>
The financial information presented herein has been prepared by management
without audit by independent certified public accountants. The accompanying
notes are an integral part of these consolidated financial statements.
F-11
<PAGE>
<TABLE>
<CAPTION>
TTTTickets Holding Corp. and Subsidiary
(formerly PB Acquisition Corp.)
Consolidated Statements of Changes in Stockholders' Equity
Nine months ended September 30, 2000 and 1999
Common stock Additional
------------ paid-in Accumulated
# shares Amount capital deficit Totals
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Balances at January 1,
1999, as reported 500,016 $ 500 $ 4,500 (1,497) 3,503
Effect of 2 for 1 stock split 500,016 500 (500) -- --
---------- ---------- ---------- ---------- ----------
Balances at January 1,
1999, as restated 1,000,032 1,000 4,000 (1,497) 3,503
Net loss for the period -- -- -- (7,517) (7,517)
---------- ---------- ---------- ---------- ----------
Balances at September 30, 1999 1,000,032 $ 1,000 $ 4,000 $ (9,014) $ (4,014)
========== ========== ========== ========== ==========
Balances at January 1,
2000, as reported 500,016 $ 500 $ 4,500 $ (12,080) $ (7,080)
Effect of 2 for 1 stock split 500,016 500 (500) -- --
---------- ---------- ---------- ---------- ----------
Balances at January 1,
2000, as restated 1,000,032 1,000 4,000 (12,080) (7,080)
Stock issued in reverse
acquisition of
TTTTickets.com, Inc. 9,000,000 9,000 (8,000) -- 1,000
Shareholder advances
contributed to support
operations -- -- 11,046 -- 11,046
Net loss for the period -- -- -- (4,599) (4,599)
---------- ---------- ---------- ---------- ----------
Balances at September 30, 2000 10,000,032 $ 10,000 $ 7,046 $ (16,679) $ 367
========== ========== ========== ========== ==========
</TABLE>
The financial information presented herein has been prepared by management
without audit by independent certified public accountants. The accompanying
notes are an integral part of these consolidated financial statements.
F-12
<PAGE>
TTTTickets Holding Corp. and Subsidiary
(formerly PB Acquisition Corp.)
Consolidated Statements of Cash Flows
Nine months ended September 30, 2000 and 1999
(Unaudited)
Nine months Nine months
ended ended
September 30, September 30,
2000 1999
------------- -------------
Cash Flows from Operating Activities
Net loss for the period $ (4,599) $ (7,517)
Adjustments to reconcile net loss
to net cash provided by operating
activities
Organization and recapitalization costs
paid with common stock at acquisition
TTTTickets.com, Inc. 1,000 --
-------- --------
Net cash used in operating activities (3,599) (7,517)
-------- --------
Cash Flows from Investing Activities -- --
-------- --------
Cash Flows from Financing Activities
Funds received from bankruptcy trust -- 5,000
Amounts advanced by majority stockholder 2,237 6,359
-------- --------
Net cash provided by financing activities 2,237 11,359
-------- --------
Increase in Cash (1,362) 3,842
Cash at beginning of period 1,729 --
-------- --------
Cash at end of period $ 367 $ 3,842
======== ========
Supplemental Disclosure of
Interest and Income Taxes Paid
Interest paid during the period $ -- $ --
======== ========
Income taxes paid during the period $ -- $ --
======== ========
The financial information presented herein has been prepared by management
without audit by independent certified public accountants. The accompanying
notes are an integral part of these consolidated financial statements.
F-13
<PAGE>
TTTTickets Holding Corp. and Subsidiary
(formerly PB Acquisition Corp.)
Notes to Consolidated Financial Statements
Note A - Background and Description of Business
PB Acquisition Corp.(Company) was initially incorporated on June 6, 1987 as
Professional Brushes, Inc. under the laws of the State of Massachusetts.
On April 12, 1999, the Company changed its state of incorporation from
Massachusetts to Delaware by means of a merger with and into a Delaware
corporation formed on March 29, 1999 solely for the purpose of effecting the
reincorporation. The Certificate of Incorporation and Bylaws of the Delaware
corporation are the Certificate of Incorporation and Bylaws of the surviving
corporation. Such Certificate of Incorporation changed the Company's name to PB
Acquisition Corp. and modified the Company's capital structure to allow for the
issuance of 50,000,000 total equity shares consisting of 10,000,000 shares of
preferred stock and 40,000,000 shares of common stock. Both classes of stock
have a par value of $0.001 per share.
On March 7, 1995, the Company filed for protection under Chapter 11 of the
Federal Bankruptcy Act in the United States Bankruptcy Court, District of
Massachusetts-Western Division (Bankruptcy Court). The Company's bankruptcy
action was combined with a similarly filed action of two other related entities;
Mi-Lor Corporation and Codent Dental Products, Inc. All assets, liabilities and
other claims against the Company were combined with those of its affiliates for
the purpose of distribution of funds to creditors. Each of the three entities
otherwise remained separate corporate entities. During the period from March 7,
1995 through November 13, 1998 (the effective date of the Plan of
Reorganization), all secured claims and/or administrative claims during this
period were satisfied through either direct payment or negotiation.
A Plan of Reorganization was approved by the United States Bankruptcy Court,
District of Massachusetts-Western Division on November 2, 1998. The Plan of
Reorganization, which contemplated the Company entering into a reverse merger
transaction, provided that all unsecured creditors and Halter Financial Group,
Inc. would receive "new" shares of the Company's post-reorganization common
stock, pursuant to Section 1145(a) of the Bankruptcy Code. As a result of the
Plan's approval, all liens, security interests, encumbrances and other
interests, as defined in the Plan of Reorganization, attach to the creditor's
trust. Specific injunctions prohibit any of these claims from being asserted
against the Company prior to the contemplated reverse merger. The final
discharge from bankruptcy will occur only upon the completion of the
contemplated reverse merger transaction. This transaction occurred on May 9,
2000 with the acquisition of TTTTickets.com, Inc.
The cancellation of all existing issued and outstanding shares at the date of
the bankruptcy filing and the issuance of "new" shares of the reorganized entity
caused an issuance of shares of common stock and a related change of control of
the Company with more than 50.0% of the "new" shares being held by persons
and/or entities which were not pre-bankruptcy shareholders. Accordingly, per
American Institute of Certified Public Accountants' Statement of Position 90-7,
"Financial Reporting by Entities in Reorganization Under the Bankruptcy Code",
the Company adopted "fresh-start" accounting as of the bankruptcy discharge date
whereby all continuing assets and liabilities of the Company were restated to
the fair market value. As of November 13, 1998, by virtue of the confirmed Plan
of Reorganization, the only asset of the Company was approximately $5,000 in
cash due from the Bankruptcy Estate.
On May 9, 2000, the Company acquired 100.0% of the issued and outstanding common
stock of TTTTickets.com, Inc. (a Delaware corporation) in exchange for 9,000,000
shares of the Company's restricted, unregistered common stock. TTTTickets.com,
Inc. became a wholly-owned subsidiary of the Company. Concurrent with this
transaction, the Company changed its corporate name to TTTTickets Holding Corp.
F-14
<PAGE>
TTTTickets Holding Corp. and Subsidiary
(formerly PB Acquisition Corp.)
Notes to Consolidated Financial Statements - Continued
Note A - Background and Description of Business - continued
TTTTickets.com. Inc. was incorporated on April 24, 2000 under the laws of the
State of Delaware to develop and maintain an internet website to create and
facilitate a secondary marketplace for individuals to buy and sell event
tickets. This entity and its operations are still in the process of developing
the internet website and refining its marketing plan.
The Company's former majority stockholder, Halter Financial Group, Inc.,
maintained the corporate status of the Company and provided all nominal working
capital support on the Company's behalf from the bankruptcy discharge date
through the May 9, 2000 acquisition of TTTTickets.com, Inc. Because of the
Company's lack of operating assets, its continuance is fully dependent upon the
majority stockholder's continuing support. The majority stockholder intends to
continue the funding of nominal necessary expenses to sustain the corporate
entity.
On March 29, 1999, the Company's Board of Directors approved changing the
Company's year-end to December 31. The accompanying financial statements have
been prepared in accordance with the actions of the Company's Board of
Directors.
During interim periods, the Company follows the accounting policies set forth in
its Annual Financial Statements contained elsewhere in this filing. The
information presented herein may not include all disclosures required by
generally accepted accounting principles and the users of financial information
provided for interim periods should refer to the annual financial information
and footnotes contained in this filing when reviewing the interim financial
results presented herein.
In the opinion of management, the accompanying interim financial statements,
prepared in accordance with the instructions for Form 10-QSB, are unaudited and
contain all material adjustments, consisting only of normal recurring
adjustments necessary to present fairly the financial condition, results of
operations and cash flows of the Company for the respective interim periods
presented. The current period results of operations are not necessarily
indicative of results which ultimately will be reported for the full fiscal year
ending December 30, 2000.
These financial statements reflect the books and records of TTTTickets Holding
Corp. (formerly PB Acquisition Corp.) and TTTTickets.com , Inc.. as of September
30, 2000 and 1999 for the nine and three months then ended, respectively. All
significant intercompany transactions have been eliminated in combination. The
consolidated entities are referred to as Company.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Note B - Summary of Significant Accounting Policies
1. Cash and cash equivalents
-------------------------
The Company considers all cash on hand and in banks, including accounts in
book overdraft positions, certificates of deposit and other highly-liquid
investments with maturities of three months or less, when purchased, to be
cash and cash equivalents.
F-15
<PAGE>
TTTTickets Holding Corp. and Subsidiary
(formerly PB Acquisition Corp.)
Notes to Consolidated Financial Statements - Continued
Note B - Summary of Significant Accounting Policies - continued
2. Organization costs
------------------
The Company uses the provisions of AICPA Statement of Position 98-5,
"Reporting on the Costs of Start-Up Activities" whereby all organization
and initial costs incurred with the incorporation and recapitalization of
the Company were charged to operations as incurred.
3. Income taxes
------------
The Company files a separate Federal Income Tax Return. Due to the
provisions of Internal Revenue Code Section 338, the Company will have no
net operating loss carryforwards available to offset financial statement
or tax return taxable income in future periods as a result of a change in
control involving 50 percentage points or more of the issued and
outstanding securities of the Company.
4. Income (Loss) per share
-----------------------
Basic earnings (loss) per share is computed by dividing the net income
(loss) by the weighted-average number of shares of common stock and common
stock equivalents (primarily outstanding options and warrants). Common
stock equivalents represent the dilutive effect of the assumed exercise of
the outstanding stock options and warrants, using the treasury stock
method. The calculation of fully diluted earnings (loss) per share assumes
the dilutive effect of the exercise of outstanding options and warrants at
either the beginning of the respective period presented or the date of
issuance, whichever is later. As of September 30, 2000 and 1999, the
Company has no outstanding warrants and options.
Note C - Acquisition of Subsidiary
On May 9, 2000, the Company exchanged 9,000,000 restricted, unregistered shares
of common stock for 100.0% of the issued and outstanding stock of
TTTTickets.com, Inc. TTTTickets.com, Inc. became a wholly-owned subsidiary of
the Company.
TTTTickets.com, Inc. was incorporated on April 24, 2000 under the laws of the
State of Delaware. TTTTickets.com, Inc. was formed for the purpose of developing
and maintaining an internet website to create and facilitate a secondary
marketplace for individuals to buy and sell event tickets. The tickets available
on the website are anticipated to cover four major categories: a) theater and
music; b) sports; c) arts; d) other family entertainment.
Note D - Related Party Transactions
In connection with the issuance of "new" shares of the Company's
post-reorganization common stock under the plan of reorganization, the Company
elected to utilize the stock transfer services of an entity controlled by
relatives of management of Halter Financial Group, Inc. Through September 30,
2000, the Company paid or accrued approximately $4,000 for stock transfer,
initial securities issuances and registrar services.
F-16
<PAGE>
TTTTickets Holding Corp. and Subsidiary
(formerly PB Acquisition Corp.)
Notes to Consolidated Financial Statements - Continued
Note E - Capital Stock Transactions
Pursuant to the Second Amended Joint Liquidating Plan of Reorganization (Plan),
affirmed by the U. S. Bankruptcy Court - District of Massachusetts-Western
Division on November 2, 1998, the Company "will issue a sufficient number of
shares to meet the requirements of the Plan. Such number is estimated to be
approximately 500,000 Plan Shares of [the Company]. The Plan Shares will be
issued as soon as practicable after the Trustee has determined all Allowed Class
3 Unsecured Claims and calculated the exact number of Plan Shares to be issued
to [Halter Financial Group, Inc.] and the holders of Allowed Class 3 Unsecured
Claims. Approximately 65% of the Plan Shares of [the Company] will be issued to
[Halter Financial Group, Inc.] in exchange for the release of its Allowed
Administrative Claims and for the performance of certain services and the
payment of certain fees related to the anticipated reverse merger or acquisition
transactions described in the Plan. The remaining 35% of the Plan Shares of [the
Company] will be issued to holders of Allowed Unsecured Claims on a Pro Rata
basis. No fractional Plan Shares will be issued. One full share will be issued
in lieu of any fractional share. All of the Plan Shares shall be of the same
class of common stock of [the Company]."
All unsecured creditors and Halter Financial Group, Inc. received an aggregate
of 500,016 "new" shares of common stock in settlement of all unpaid
pre-confirmation obligations of the Company and/or the consolidated bankruptcy
trust.
On May 9, 2000, concurrent with the acquisition of TTTTickets.com, Inc., the
Company effected a two (2) for one (1) forward stock split resulting in
1,000,032 shares of the Company's common stock being issued and outstanding.
On May 9, 2000, the Company issued 9,000,000 shares of restricted, unregistered
common stock to acquire 100.0% of the issued and outstanding stock of
TTTTickets.com, Inc.
F-17
