We are dependent on event ticketing inventory that other organizations own and operate. If we are not able to generate enough interest for events to be on our platform, our business model will be challenging.

Our future success depends on the efforts of a small management team. The loss of services of the members of the management team may have an adverse effect on the company. There can be no assurance that we will be successful in attracting and retaining other personnel we require to successfully grow our business.

In addition, we have not purchased any key man life insurance policies with respect to our management team members and in the event of the death of any of them or their disability we would not receive any compensation to assist with their absence.

We collect and store sensitive data. The secure processing, maintenance and transmission of this information is critical to our operations and business strategy. Like others in our industry, we continue to face advanced and persistent attacks on our information infrastructure where we manage and store various proprietary information and sensitive/confidential data relating to our operations. These attacks may include sophisticated malware (viruses, worms, and other malicious software programs) and phishing emails that attack our products or otherwise exploit any security vulnerabilities. Additionally, sophisticated software and applications that we produce or procure from third-parties may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation of the information infrastructure. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, and regulatory penalties. In addition, any such access, disclosure or other loss of information could disrupt our operations and the products and services we provide to customers, damage our reputation, and cause a loss of confidence in our products and services, which could adversely affect our revenues and competitive position.

The Company may never receive a future equity financing or elect to convert the Securities upon such future financing. In addition, the Company may never undergo a liquidity event such as a sale of the Company or an IPO. If neither the conversion of the Securities nor a liquidity event occurs, the Purchasers could be left holding the Securities in perpetuity. The Securities have numerous transfer restrictions and will likely be highly illiquid, with no secondary market on which to sell them. The Securities are not equity interests, have no ownership rights, have no rights to the Company’s assets or profits and have no voting rights or ability to direct the Company or its actions.

We have a limited operating history upon which you can evaluate our performance, and accordingly, our prospects must be considered in light of the risks that any new company encounters. We were formed on February 20, 2019 as a New York limited liability company. Our proposed operations are subject to all business risks associated with new enterprises. The likelihood of our creation of a viable business must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the inception of a business, operation in a competitive industry. You should consider our business, operations and prospects in light of the risks, expenses and challenges faced as an early-stage company.

Our affiliates, including officers, directors and existing shareholders of our company, may invest in this offering and their funds will be counted toward us achieving the minimum or target offering amount. There is no restriction on our affiliates, including its officers, directors and existing shareholders, investing in the offering. As a result, it is possible that if we have raised some funds, but not reached the target or minimum amount, affiliates can contribute the balance so that there will be a closing. The target or minimum amount is typically intended to be a protection for investors and gives investors confidence that other investors, along with them, are sufficiently interested in the offering and our company and its prospects to make an investment of at least the minimum or target amount. By permitting affiliates to invest in the offering and make up any shortfall between what non-affiliate investors have invested and the minimum or target amount, this protection is largely eliminated. Investors should be aware that no funds other than their own and those of affiliates investing along with them may be invested in this offering.

Neither the offering nor the securities being sold to you have been registered under federal or state securities laws and no governmental agency has reviewed or passed upon this offering, our company or the securities being sold. Prospective investors must therefore assess the adequacy of disclosure and the fairness of the terms of this offering on their own or in conjunction with their personal advisors.
There is no assurance that an investor will realize a return on its investment or that the investor will not lose its entire investment. For this reason, each investor should read the Form C and all exhibits carefully and should consult with its own attorney and business advisor prior to making any investment decision.
We have the right to extend the offering deadline beyond what is currently stated in this offering statement. This means that your investment may continue to be held in escrow while we attempt to raise the target or minimum amount even after the offering deadline stated in this offering statement is reached. Your investment will not be accruing interest during this time and will simply be held until such time as the new offering deadline is reached without our company receiving the minimum or target amount, at which time it will be returned to you without interest or deduction, or we receive the minimum or target amount, at which time it will be released to us to be used as described in this offering statement.

There is no present market for the securities that we are selling in this offering and we have arbitrarily set the price. The offering price for the securities that we are offering should not be considered an indication of the actual value of the securities and is not based on our net worth or prior earnings. We cannot assure you that the securities being offered could be resold by you at the offering price or at any other price.

As a condition to your investment, you will be granting a proxy to XX Investments, LLC to vote your Class A Units, and, thus, will not have the right to vote on any matters coming before the members of our company for a vote. By granting this proxy you are giving up your right to vote on important matters, including significant corporate actions like mergers, amendments to our certificate of incorporation, a liquidation of our company and the election of our directors. XX Investments, LLC does not have any fiduciary duty to you to vote the Class A Units in a manner that is in your best interests. Accordingly, XX Investments, LLC may vote its proxy in a manner that may not be in the best interests of you as a security holder. For example, XX Investments, LLC may vote the proxy in favor of an amendment to our operating agreement that adversely affects the rights of the holders of Class A Units in order to allow for a new investment to occur where the new investor requires senior rights.

As a result of documents that you will sign at the closing of this offering, you are agreeing to provide XX Team LLC an amount equal to 10% of all distributions that you would otherwise be entitled to. Accordingly, it will take you longer to receive a return of your capital and your potential profits will be reduced by the amounts payable to XX Team, which is affiliated with XX Investments, LLC who will be your proxy for all matters coming before members for a vote.

Ed Vincent is a part-time officer. The company may not make as much progress if he were employed full-time.