SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                   FORM 10-KSB

[X]     ANNUAL  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
        OF  1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

[   ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT  OF  1934

         For the transition period from _______________ to _______________.


                         COMMISSION FILE NUMBER 1-28733


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

                             NEVADA                     98-0430607
              (State or other jurisdiction of         (I.R.S. Employer
               incorporation or organization)        Identification No.)

             4815  RUSSELL ROAD, SUITE 14-N
                    LAS VEGAS, NEVADA                       89118
         (Address of principal executive offices)         (Zip Code)


      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE    (702) 876-8200


     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.     Yes     No     X.
                                                                 -----

     Check  if  there is no disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-B  is  not  contained  in this form, and no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [   ]

     State  issuer's  revenues  for its most recent fiscal year.       $238,311.

     State  the  aggregate  market  value of voting and non-voting common equity
held  by  non-affiliates  computed by reference to the price at which the common
equity  was  sold, or the average bid and asked prices of such common equity, as
of  a  specified  date within the past 60 days.  (See definition of affiliate in
rule 12b-2 of the Exchange Act.)  $209,325, based on the closing price of $0.015
for  the  common  stock  on  April  10,  2001.

     Indicate  the  number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.  As of April 10, 2001, there
were  36,476,772  shares  of  common  stock,  par  value  $0.0001,  issued  and
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

     If  the following documents are incorporated by reference, briefly describe
them and identify the part of the form 10-KSB (e.g., Part I, Part II, etc.) into
which  the  document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").  The listed
documents  should be clearly described for identification purposes (e.g., annual
report  to  security  holders  for  fiscal year ended December 24, 1990).  None.

                     Transitional Small Business Disclosure
                               Format (check one):

                             Yes _____     No __X__

                                        1
<PAGE>

      YOUTICKET.COM, INC.

                                TABLE OF CONTENTS
                                -----------------


                                     PART I

Item  1          Description  of  Business

Item  2          Description  of  Property

Item  3          Legal  Proceedings

Item  4          Submission  of  Matters  to  a  Vote  of  Security  Holders


                                     PART II

Item  5          Market  for  Common  Equity  and  Related  Stockholder  Matters

Item  6          Management's  Discussion  and  Analysis  or  Plan of Operations

Item  7          Financial  Statements

Item  8          Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure


                                    PART III

Item  9          Directors,  Executive  Officers, Promoters and Control Persons;
                 Compliance  with Section  16(a)  of  the  Exchange  Act.

Item  10         Executive  Compensation

Item  11         Security Ownership of Certain Beneficial Owners and Management.

Item  12         Certain  Relationships  and  Related  Transactions.

Item  13         Exhibits  and  Reports  on  Form  8-K.



                                        2
<PAGE>
                                     PART I

This Annual Report includes forward-looking statements within the meaning of the
Securities Exchange Act of 1934 (the "Exchange Act"). These statements are based
on  management's beliefs and assumptions, and on information currently available
to  management.  Forward-looking  statements  include the information concerning
possible  or assumed future results of operations of the Company set forth under
the  heading  "Management's  Discussion  and  Analysis of Financial Condition or
Plan  of Operation." Forward-looking statements also include statements in which
words  such as "expect," "anticipate,"  "intend," "plan," "believe," "estimate,"
"consider"  or  similar  expressions  are  used.

Forward-looking  statements  are  not  guarantees  of  future performance.  They
involve  risks, uncertainties and assumptions.  The Company's future results and
shareholder  values  may  differ  materially  from  those  expressed  in  these
forward-looking  statements.  Readers are cautioned not to put undue reliance on
any  forward-looking  statements.

ITEM  1  -  DESCRIPTION  OF  BUSINESS

INTRODUCTION

     Youticket.com is an on-line entertainment ticketing and reservation service
for  the  Las  Vegas, Nevada market.  Our services are offered primarily through
our  website,  www.youticket.com, which was relaunched in late October 1999.  We
               -----------------
provide  Las  Vegas  show  tickets  and  tours  via our website.  In addition to
selling  tickets  on  the  Internet,  Youticket.com  also  enables  customers to
purchase  its  products via toll free numbers 1-800-You-Tixs, 1-877-You-Tkts and
1-877-Big-Tixs.

     Youticket.com  seeks  to  be  a  premier  Internet  site  for entertainment
ticketing  and  reservations  for  visitors  to  and  residents  of  Las  Vegas.

CORPORATE  BACKGROUND

     Youticket.com  was  incorporated  on  May  9,  1996  under  the  name  BNE
Associates.  The  corporate  name  was  changed  in  1998  to  Occidental  Rand
Corporation  and again in September 1999 to the current name.  Youticket.com had
no  business  operations until the purchase of Visitcom, Inc.  on June 30, 2000.

     Visitcom,  our  wholly owned subsidiary, was founded in 1996 under the laws
of  the  state  of Nevada.  Visitcom entered the ticketing business in 1997 as a
wholesaler  of  Las  Vegas  show  tickets.  Visitcom  bought  tickets  or  block
allocations  from  different  Las  Vegas  showrooms  and resold these tickets to
visitors to Las Vegas.  It reached its customer base by advertising in the local
Las  Vegas  visitor  publications.  Visitcom's business operations also included
booths  at  Alamo  Car  Rental, a publication called High Roller Magazine and an
internet  site  www.bigticket.com.
                -----------------

     By  1999,  Visitcom faced liquidity issues from its rapid expansion and was
forced  to  restructure  its  operations.  Visitcom was sold to Youticket.com on
June  30,  1999.  Because  the  business  operations  of  Visitcom were severely
curtailed  prior  to  the  sale,  Youticket.com  currently is still in the early
stages of rebuilding its business.  As such, it is subject to all the risks of a
developmental  company,  including  the  requirement  of  significant  amount of
capital  to fund operations, the need to establish business relationships and to
expand its product and service offerings and the need to develop and increase it
customer  base.

E-COMMERCE  COMPANY

     Because  the business operations of Visitcom were severely curtailed during
1999 prior to being sold to Youticket.com, we are currently still rebuilding its
business.  We are an e-commerce company and as such, have seen a volatile market
with  many  other  ".com"  companies.  We are subject to the risks of any ".com"
company, including the requirement to raise additional capital when necessary to
fund  operations,  the  need  to  establish business relationships and to expand
product  and  service  offerings,  and the need to develop and increase customer
base.  Youticket.com  has  suffered  significant losses and has had insufficient
revenue  to  fund  operations.  It  is  expected  that  losses  will  continue.

CURRENT  PRODUCTS  AND  SERVICES

     Youticket.com  offers  an  increasing  range  of  ticketing and reservation
services  for  entertainment,  tours  and  travel  for  the  Las  Vegas  and the
surrounding  market  areas.  The  following  are  the  services  we  provide:

-     Stage  and  Nightclub  shows  -  Youticket.com  offers  ticketing  and
reservations  to  stage  shows,  nightclub  acts  and  magic  acts in Las Vegas,
including  the  long running performances of American Superstars,  An evening at
La  Cage,  Splash,  Follies  Bergere,  Headliners  and  more.

-     City,  Shopping  and  National  Park  Tours  -  Las Vegas, Laughlin, Primm
Outlets, Bryce Canyon, Grand Canyon, Death Valley, Hoover Dam, Lake Mead and Red
Rock  Canyon  to  name  a  few.

-     Adventure  packages  -  Colorado River Rafting, Hummer Vehicle excursions,
Lake  Meade  jet  ski  adventures  and  Western  Ranch  Excursions.

-     Golf Course Tee Reservations -  Youticket.com offers golf tee reservations
at  19  of  Las  Vegas's
local  and  surrounding  golf  courses.

-     Travel  Reservations  -  Youticket.com  offers  room  reservations  at  35
hotels, including major properties such as Luxor Hotel & Casino,  Venetian Hotel
&  Casino,  Circus-Circus,  New  York-NewYork,  Caesar's  palace and Thrifty car
rentals  in  the  Las  Vegas  Market.

     For  Youticket.com to be successful, we will have to continue to expand our
offerings  within  each  of  the  above categories, and expand the categories to
become a full service ticketing and reservation service in the Las Vegas market.
To  do  this,  we  will  have to develop business alliances with a full range of
shows,  nightclubs,  magic  acts,  theatres,  sporting  events, tours, adventure
packages,  golf courses, hotels, restaurant, car rentals and other services that
the  tourist  and  local  resident  seeks.


                                        3
<PAGE>
MARKET  OPPORTUNITY

     Las Vegas is one of the largest Tourism markets in the world.  According to
the  Las  Vegas  Convention  and  Visitors Bureau, Las Vegas received 30 million
visitors  in 1998, who spent close to $24 billion on entertainment.  The average
Las  Vegas  Visitor  Spends 3.7 nights in the city, and 48% of these will see at
least one show.  In addition, many  Las Vegas visitors will also take one of the
many  scenic  tours  to  nearby  locations,  such  as  the  Grand  Canyon.

     As  the  Internet  population  continues  to  grow,  we see this as opening
e-commerce  opportunities  to  sell  an  ever-increasing  range  of products and
services  to  visitors,  not  only  in Las Vegas, but to other entertainment and
resort  destinations  across  North  America.

By  targeting  specified  markets,  and by focusing on the needs of visitors, we
believe  we  can  create  a  substantial  market niche for Youticket.com without
focused  competition  from other ticketing websites, such as Ticketmaster.com or
Tickets.com  that tend to target larger urban areas.  We believe that there is a
market opportunity in these and other markets for a comprehensive internet based
reservation  and  ticketing  service  that provides visitors with the ability to
make a  series  of  online  transactions  to  satisfy or enhance their vacation
needs.

BUSINESS  STRATEGY

General

     Our  initial  objective  is  to  develop  a  comprehensive,  entertainment
ticketing  and reservation service for visitors and residents in the greater Las
Vegas market.  Currently we focus on the tourist and business consumer, offering
these  services for a number of shows, magic acts and nightclubs, tours, hotels,
car  rental  companies  and  golf courses.  We anticipate future categories will
include  airlines,  movies,  sports  venues,  restaurants  and wedding planning.

Another way by which we may expand is to acquire specific assets that complement
our  current  business or expand our offerings.  Target acquisitions may include
web  sites  in  resort  destinations,  online and offline tour guides and travel
service  companies.  Ultimately,  we  plan to build the Youticket.com brand name
through  expansion  into  new markets and the acquisition of customer databases,
products and content.  Acquisitions and additional market expansion will require
additional  capital

The  ability of Youticket.com to expand is dependent, in part, on our ability to
identify  those  entertainments and properties that consumers desire.  Primarily
we  track  the  inquires  of  our  website users and review other individual and
comprehensive  website  offerings,  but  we also engage in conventional research
including  review  of  competing  or  similar  services, occupancy rates, travel
reviews  and  statistical studies.  Once a particular category, entertainment or
property  is  identified,  we seek the best available partners by researching on
the  Internet and using conventional sources such as business directories.  Once
we  have  identified  likely  business affiliates, we establish contact with the
business  development  departments  and  when possible negotiate and establish a
business  relationship  or  alliance.

Building  Strategic  Relationships

     Youticket.com  currently has strategic relationships with Goalnet  (Japan),
National  Reservation  Bureau, Inc., Golf  Reservation of Nevada, leading hotels
and  casinos  in  Las  Vegas,  and  Thrifty  Car  Rental.


                                        4
<PAGE>

These  relationships are designed to build product offerings and expand into new
markets.  Youticket.Com  has  also  formed  alliances  with  www.ilovevegas.com,
                                                             ------------------
www.playersnetwork.com, and www.travel2vegas.com.  These strategic alliances are
     -----------------      --------------------
designed  to  build  the  Youticket.Com  brand  name.

These  websites have links to Youticket.com, giving the customers easy access to
purchase  show  and  tour  tickets.  We will continue to build on these existing
relationships,  alliances  and  form  new  partnerships.

National  Reservation  Bureau

     In  November  1999,  Youticket.com  entered into an agreement with National
Reservation  Bureau  Inc.  to  create  and  carry  electronic advertisements for
hotels  represented  by  National  Reservation  Bureau.
Youticket.com  is  paid a commission on each reservation made as a result of the
Youticket.com  website.
The  original  agreement  extended  through December 31, 2000; but automatically
renews  and continues successively for 1 year periods.  However it is terminable
on  thirty  days  notice.

Golf  Reservations  of  Nevada

     In  November  1999,  Youticket.com  entered  into  an  agreement  with Golf
Reservations  of  Nevada Inc.  to create and carry electronic advertisements for
golf courses  represented by Golf Reservations of Nevada.  Youticket.com is paid
a  set fee for each player that reserves as a result of its website advertising.
The  original  agreement  extended  through December 31, 2000; but automatically
renews  and continues successively for 1 year periods.  However it is terminable
on  thirty  days  notice.

Goalnet  Inc.

     In  May  2000,  Youticket.com  entered into an agreement with Goalnet Inc.,
which  is  located  in  Tokyo,  Japan.  Goalnet  Inc.  will  market  Youticket's
products  and services to their customers.  On June 2000, Youticket launched the
Japanese  website  www.youticketjapan.com  in  conjuction  with  Goalnet  Inc.
                   ----------------------
This  agreement extends through May 2005; but shall be automatically renewed and
continue  successively  for  1 year periods.  However it is terminable on ninety
days  notice.

Internet  Focus

     Our  business  plan  calls  for  an  e-commerce  orientation and use of our
current  and  future  websites.  We plan to  offer:

-     An  easy  to  use,  fast,  efficient,  consumer  friendly  web  site.

-     A  one-stop  site with a wide selection of entertainments, properties, and
      services  that  gives  the  consumer everything they need and want for a
      planned vacation  or  entertainment  experience.

-     Guides,  reviews,  listings  and  incisive  editorial  content.


                                        5
<PAGE>


-     The  opportunity  to  do  comparison  shopping  across a broad spectrum of
      several  products  and  service  categories

MARKETING  AND  SALES  STRATEGY

     Our  principle marketing goal is to expand our product offerings in the Las
Vegas  market  and  increase  our  customer  base.  We also plan to increase the
number  of entertainment venues, tours, hotel properties and travel providers we
currently  have.  We  need  to build on the Youticket.com brand name in order to
reach  our  customer  base.  In  order  to do this,  we will need to promote and
advertise  our  website  using:

-     Print  and  Media  Advertising  -  Billboards,  ad displays in newspapers,
      print  ads  in  magazines,  and  radio  air  time.

-     Web  based  advertising  -  banners  placed  on  other  websites.

-     "opt-in"  E-mails  -  permits  the website visitor to enter in their email
      address  so  that  in  the  future they  may  receive promotional rewards.

-     Cross  Marketing  Strategies  -  form alliances and partnership with other
      websites,  travel  agencies,  tour  companies, media  publications, hotel
      and casinos.

     Our  long  term  objective is not only to expand our products and services,
but  to  expand  to  other  tourism  markets.

WEBSITE  OVERVIEW

     Consumers  who  plan  their trips online often have to visit numerous sites
before making their purchases.  The process often takes a considerable amount of
time.  We intend to connect our web site visitors to powerful e-commerce servers
that  track  an interconnected  network of web sites providing one-stop shopping
for  all  travel  needs  to  a  particular  destination.

Although  our revenues come directly from service charges and commissions on the
sales  of  tickets or reservations, in the future we plan to provide advertisers
with  a  web  site  that  gives  them  the  opportunity to reach a wide range of
tourists  and efficiently target visitors who travel to particular destinations.
We  plan  to  offer advertisers the opportunity to place banner ads, messages or
email links throughout the site or in a specific product and service categories.

Our  web  site  currently generates revenues from sale of stage show, magic show
and nightclub tickets, tours and adventure packages, hotel reservations and golf
tee  time reservations.  We plan to offer rental car and airline reservations by
the  fourth  quarter  of  2001.  However  there can be no assurance that we will
meet  this  schedule.  We  are  currently  researching potential providers to be
represented  on  our  website.

     Since  our  redesign  and  relaunch  of  the  Youticket.com website in late
October  1999,  we  have  seen an increase in hits from approximately 60,000 per
week  to  200,000 per week.  More significantly we are averaging 25,000 hits per
day.  We  believe  much  of the growth is due to the awareness of the website on
Internet  search  engines.

All  of  the web sales are processed through DX Cart, a popular shopping cart in
conjunction  with  Authorize.net,  a  secure  online credit card processor.  The
website can accept and process sale transactions securely 24 hours a day, 7 days
a  week.

RESEARCH  AND  DEVELOPMENT

     We  re-launched  our website in late October 1999.  The relaunch was due to
changing websites from Bigtickets.com to Youticket.com during the acquisition of
Visitcom as well as technological upgrades.  In November 1999, we entered into a
consulting agreement with Reservision Inc.  for maintaining our existing site as
well  as  the  development of a new site.  Reservision is a national interactive
media  development  and  marketing  firm,  with a focus on developing e-commerce
solutions  and  website  development.  Reservision will provide approximately 40
hours  per  month  for the development and support as required by us to maintain
and  improve  our  website.  As  per  the  agreement, maintenance cost will be $
42,000  per year and the development cost of the new site will be $ 40,000.  The
agreement  with  Reservision  extended  through  November  21,  2000  but  shall
continue  successively for 1 year periods.  However it is terminable on ten days
notice.  As  additional  consideration for the services, we issued Reservision a
warrant to purchase up to 300,000 shares of common stock at an exercise price of
$.25  per  share.  The  warrant is vested and freely excercisable, provided that
Reservision  forfeits the right to purchase 25,000 shares for each month it does
not  provide  services  to  us  under  the consulting agreement.  The warrant is
excercisable  until  November  21,  2003.

PROPRIETARY  RIGHTS

     We  regard  the protection of our intellectual property, including our URLs
"youticket.com"  and  "bigticket.com" as critical to our business.  We also rely
on  the  proprietary  technology  of  third  parties,  such as Authorize.net and
DxCart.  Unauthorized  use  of the intellectual property used in our business by
third  parties  may  damage  our  brand and reputation.  We rely on intellectual
property  laws  and  confidentiality  and license agreements with key employees,
customers  and  others  to protect our intellectual property rights.  Because of
the complexity and growing importance of intellectual property rights, there can
be  no  assurance  that  we  will be able to protect our proprietary rights on a
global  basis.  Moreover,  the  expense  of  enforcing  our  rights may limit or
prohibit  us  from effective protection.  To the extent Youticket.com engages in
any  activity  that is found to be the proprietary right of another, it may have
to cease or obtain a license.  No assurance can be given that we will be able to
continue  business  as  we  currently  conduct  it in this changing environment.

GOVERNMENT  REGULATION;  FUTURE  BUSINESS  OPERATIONS  RISK

     Currently,  our  business  operations  are  not  directly  regulated  by
governmental entities.  It is possible that as the internet develops, there will
be  greater  oversight  of the introduction of direct regulation of the internet
and  transactions  conducted  on  it.  To the extent that there is oversight and
regulation, our business may be adversely impacted.  We may encounter additional
direct  costs  in  our  operations  such  as  various taxes or telecommunication
charges  or  increased  compliance  expense.  The  laws  governing  internet
transactions  remain  largely unsettled, even in areas where there has been some
legislative action.  The growth of the internet and electronic commerce, coupled
with  publicity  regarding  internet  fraud  may  lead  to the enactment of more
stringent  consumer  protections laws, which may impose additional burden on our
business.  It  may take years to determine whether and how existing laws such as
those  governing  intellectual property, privacy, libel, consumer protection and
taxation  apply  to  the  internet.


                                        6
<PAGE>


COMPETITION

     Our  business  is  highly  competitive.  We  compete  with  entertainment
organizations  that  handle  their  own  ticket  sales  and  distribution  and
reservations  through  both  traditional  and on-line medium.  These competitors
include  international,  national  and local ticketing and reservation services.
Our  primary  competitor  in  Las  Vegas  is  Allstate  Ticketing which operates
multiple  ticketing  outlets  and  a  web  site  focused  on show tickets.  On a
national level, there is Ticketmaster.com and Tickets.com.  We also compete with
the  internal  reservation  services  of  hotel  chains  and  travel  agencies.

E-COMMERCE

     There  are  few barriers to the e-commerce market.  The rapid growth of the
internet  n  general  and  the  online  e-commerce  activity  specifically,  has
attracted  the  attention  of  numerous  companies.  Competitors  may enter into
exclusive distribution arrangements with our theaters, hotels tour companies and
transportation  companies  which  might  deny  us  access  to  various products.
Increased  competition  also  could  result  in  pricing  pressures,  increased
marketing  expenditures  and  loss  of  market  shares.  Others may be operating
similar types of services as our company in markets that we intend to enter that
could  present  a  formidable  barrier  to  entry.

EMPLOYEES

     We  currently  have four employees, of which three are senior executives in
the  positions  of  president,  controller,  and  sales manger and one part-time
employee.

ITEM  2  -  DESCRIPTION  OF  PROPERTY

     Our executive offices are located at 4815 W.  Russell Rd., Suite 14N in Las
Vegas,  Nevada  and  our telephone number is (702) 876-8200.  We rent this space
under  a  lease that expires September 30, 2001.  The lease requires us to pay $
630 per month during the term.  We believe that the current offices are adequate
to  meet  our  needs  into  the  near  future.

ITEM  3  -  LEGAL  PROCEEDINGS

INTERNAL  REVENUE  SERVICE

     The  Internal  Revenue Service brought an administrative claim in September
1999  against Visitcom for unpaid payroll taxes from June 1996 through June 1999
in  the  amount of $ 66,856.84.  We entered into a settlement agreement with the
IRS  for  the  satisfaction of this tax liability.  We have made payments to the
IRS  and  currently  owe  them $ 25,000.  The IRS will forego collection efforts
against  us  as  long  as  we  are current in our payments under the settlement.

STEVE  NOTARIO  &  DANA  FREIDMAN/RSVP  TICKETING  CONTRACT  DISPUTE

On  March  3, 2000, Mr.  Steve Notario notified Youticket.com that he was owed $
24,084.47  as  of  July  31,  1999  derived from RSVP ticketing operations.  Mr.
Notario  alleges  that  he  was employed by Visitcom to establish RSVP ticketing
division  for  the  purpose  of selling high-end show tickets in Las Vegas for a
split  of  the  profits  from  all  tickets sold.  We believe that the amount of
profit from this business was substantially less than the asserted amount.  Mrs.
Freidman,  who  was Mr.  Notario's assistant, claimed she is owed $1,280.00.  We
intend  to  vigorously  defend any litigation that may result from this dispute.


                                        7
<PAGE>


ITEM  4  -  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     No  matters  were  submitted  to  a vote of the security holders during the
fiscal  year.


                                        8
<PAGE>

                                     PART II

ITEM  5  -  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

MARKET  INFORMATION

     Our common stock is traded on the OTC Bulletin Board under the symbol UTIX.
Our common stock is only traded on a limited or sporadic basis and should not be
deemed  to  constitute  an  established  public  trading  market.  There  is  no
assurance  that  there  will  be  liquidity  in  the  common  stock.

     Below is a table indicating the range of high and low transaction price for
the  common  stock  for  each quarterly period within the most recent two fiscal
years.  The  information  reflects  inter-dealer prices, without retail, markup,
markdown  or  commission  and  may  not  represent  actual  transactions.

<TABLE>
<CAPTION>
<BTB>
<S>     <C>                    <C>   <C>
                                PRICES
YEAR    PERIOD                 HIGH  LOW
      -------------------  ------  ----
2001    First Quarter . .     .10   .01

2000    First Quarter . .     .50   .13
        Second Quarter. .     .30   .08
        Third Quarter (1)     .00   .00
        Fourth Quarter. .     .15   .02

1999    First Quarter . .    2.06   .25
        Second Quarter. .     .88   .19
        Third Quarter . .    1.44   .25
        Fourth Quarter. .     .84   .22

</TABLE>

 (1)     During the period  from March 7, 2000 to August 2, 2000, the Company's
common  stock  was  de-listed from the OTC Bulletin Board and traded on the Pink
Sheets.  As  a  result,  historical  prices  are  unavailable.

HOLDERS

     As  of  December  31,  2000,  there were 50 holders of record of the common
stock.

DIVIDEND  POLICY

     We  have  never  declared  or  paid  cash dividends on the common stock and
anticipate  that  all  future  earnings  will be retained as working capital and
business  expansion.  The  payment  of  any future dividends will be at the sole
discretion  of  the board of directors and will depend upon, among other things,
future  earnings,  capital  requirements,  our  financial  condition and general
business conditions.  Therefore, there can be no assurance that any dividends on
the  common  stock  will  be  paid  in  the  future.


                                        9
<PAGE>
RECENT  SALES  OF  UNREGISTERED  SECURITIES

     On  January  24,  2000,  we  issued  500,000  shares  of  common  stock  to
Stockbroker  Relations  of Colorado, Inc., an accredited investor, in payment of
services through that date.  On February 7, 2000 we issued an additional 100,000
to  Stockbroker  Relations of Colorado, Inc. in payment of services through that
date.  The  aggregate  value  of  the services, based on the stock prices on the
dates  of  issuance, was $256,250, and the issuance was exempt from registration
pursuant  to  Section  4(2)  of  the  Securities  Act  of  1933.

     On  April 11, 2000, we issued 500,000 shares of common stock to Stockbroker
Relations  of  Colorado,  Inc.,  an  accredited investor, in payment of services
through  that  date.  The  aggregate  value  of the services, based on the stock
price  on  the  date of issuance was $171,900.  The shares were issued under the
Securities  Act  of  1933  pursuant  to  Rule 504 of Regulation D and applicable
Colorado  securities  law.

     On  April  11,  2000,  we  issued  a promissory note to Roy Meadows, in the
aggregate principal amount of  $25,000.  The note was issued pursuant to Section
4(2) of the Securities Act of 1933.  The note was converted into common stock on
August  11,  2000  (see  below).

     On  April  18,  2000,  we  issued  100,000  shares  of common stock to Easy
Computer Systems in exchange for an internal computerized ticketing system.  The
aggregate value for the equipment was $30,000 based on an offering price of $.30
per  share  on  the  date  of the transaction.  The shares were issued under the
Securities  Act  of  1933  pursuant  to  Rule  504  of  Regulation  D.

     On  July  18,  2000,  we  issued  a  promissory note to Roy Meadows, in the
aggregate principal amount of  $75,000.  The note was issued pursuant to Section
4(2) of the Securities Act of 1933.  The note was converted into common stock on
August  11,  2000  (see  below).

     On  August  2, 2000, we issued 53,333 shares of common stock to Chris Grobl
in  payment  for  legal  services in 1999.  The aggregate value of the services,
based  on  the stock prices on the dates of issuance, was $10,000.  The issuance
was  exempt  from registration pursuant to Section 4(2) of the Securities Act of
1933.

On  August  2,  2000,  we  issued  42,667  shares  to  David Hope, an accredited
investor,  in  payment  for consulting services in 1999.  The aggregate value of
the  services,  based  on the stock prices on the dates of issuance, was $8,000.
The  shares were issued under the Securities Act of 1933 pursuant to Rule 504 of
Regulation  D.

     On  August  11,  2000, we issued  1,000,000  shares of common stock for the
conversion  of  two  promissory  notes  Roy Meadows, an existing shareholder and
accredited  investor (see above).  We issued the shares pursuant to Section 4(2)
of  the  Securities  Act  of  1933.

     On  November  14,  2000,  we  issued  4,000,000  shares  of common stock to
International  Investment  Banking, Inc., an accredited investor, for payment of
management  and  consulting  services.  The  aggregate value, based on the stock
price  at  date  of  issuance,  was  $124,800.  The  issuance  was  exempt  from
registration  pursuant  to  Section  4(2)  of  the  Securities  Act  of  1933.

     On  November  14,  2000,  we  issued  500,000  shares  of  common  stock to
Stockbroker  Presentations,  Inc. for payment for investor relations services to
be  rendered.  The  aggregate  value,  based  on  the stock price at the date of
issuance,  was  $15,600.  The  issuance was exempt from registration pursuant to
Section  4(2)  of  the  Securities  Act  of  1933.


                                       10
<PAGE>


On December 29, 2000, we issued an aggregate of 2,000,000 shares of common stock
to  Donald A. Mitchell for management consulting services.  The aggregate value,
based  on  the  stock price at the date of issuance, was $125,000.  The issuance
was  exempt  from registration pursuant to Section 4(2) of the Securities Act of
1933.

     On  December 29, 2000, we issued an aggregate of 8,200,000 shares of common
stock  for  the  conversion  of  a  $125,000  promissory note to ZDG Investments
Limited,  an  accredited  investor.  The  issuance  was exempt from registration
pursuant  to  Section  4(2)  of  the  Securities  Act  of  1933.

     On  December  31,  2000, we issued an aggregate of 388,500 shares of common
stock  to  Cutler  Law  Group, an accredited investor, for professional services
rendered.  We also issued 129,500 to Brian Lebrecht, an accredited investor, for
professional  services  rendered.  The  issuance  was  exempt  from registration
pursuant  to  Section  4(2)  of  the  Securities  Act  of  1933.

     All  the  proceeds of the above offerings, unless otherwise indicated, were
used  for  general  working  capital  purposes.

ITEM  6  -  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

SELECTED  FINANCIAL  DATA

     The  fiscal  year  is  the calendar year.  Included in the document are the
audited  financial  statements for the twelve-month period ending December 2000.

ACQUISITION  OF  VISITCOM,  INC.

     On June 30, 1999, we acquired Visitcom, Inc. a Nevada corporation which was
a  show,  tour  and  service  agency.  The  transaction  was  accounted for as a
purchase.  We  did  not  have  business  operations  until  the  acquisition  of
Visitcom.  For  the  purchase of Visitcom, we initially issued 14,327,140 shares
of  common  stock.  The  market  value of a share of common stock on the date of
this transaction was $ .25 per share.  On September 3, 1999, based on facts that
appeared  to  alter the representations and warranties of the prior stockholders
of Visitcom, we entered into a settlement agreement with the prior stockholders.
Under  this  agreement, 11,327,140 of the shares issued for the acquisition were
returned  to  us  for  cancellation and are being held as treasury shares and we
paid $100,00 to the surrendering stockholder.  As part of the settlement, on our
behalf two stockholders transferred an aggregate of 300,000 shares to one of the
prior  stockholders  of  Visitcom.  As  an  inducement  for this action by those
stockholder,  we issued a note to the transferring stockholders in the amount of
$93,750  which  was subsequently converted into shares of common stock.  The net
purchase  price  of  Visitcom  exceeded  the fair market value of the net assets
acquired  by  $1,204,623  which  in  1999 was being amortized on a straight-line
basis  over  seven  years.  However,  because  the company continued to have net
losses  in  fiscal  year  2000,  this  amount  has  been  fully  amortized.

QUALIFIED  REPORT  OF  INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS

     Our  independent  accountant has qualified his report.  They state that the
audited financial statements of Youticket.com for the period ending December 31,
2000  have  been prepared assuming the company will continue as a going concern.
They  note  that  the significant losses of our company as of December 31, 2000,
and  the  negative working capital at December 31, 2000, raise substantial doubt
about  our  ability  to  continue  in  business.


                                       11
<PAGE>


     We  had  significant  losses of  $2,211,836 for the year ended December 31,
2000.  We  have  funded  losses by the sale of additional securities.  We expect
losses  to  continue.  We  have  no sources of long-term capital.  To the extent
losses  continue  and we are unable to fund them, we may have to curtail aspects
of  our  operations  or  cease  operations  altogether.  We  anticipate  having
sufficient  cash  flow  from operations and cash to fund our operations into the
third quarter of fiscal year 2001, we cannot predict how long we will be able to
remain  operational  into  the  future.

RESULTS  OF  REVENUE

Revenue

     We  had  revenues of $238,311 for fiscal year 2000.  Our revenues increased
by  $49,068  up  25%  (from  $189,243  to $238,311) during the fiscal year ended
December 31, 2000, compared to the same period in 1999.  Our sales are primarily
derived from the sale of show tickets and tours via our website.  We also derive
revenues  from  our virtual concierge and booking service as well as commissions
from  National  Reservations  Bureau,  Scenic  Airlines,  etc.  The  increase in
revenue  is  attributable  to  higher awareness of our website leading to higher
ticket  sales.

Cost  of  Revenue

     The  cost  of  revenue  for  fiscal  year  2000  was $187,118.  Our cost of
revenues  increased  by  $69,339  up  58% (from $117,779 to $187,118) during the
fiscal  year ended December 31, 2000, compared to the same period in 1999.  Cost
of  revenues  primarily represents the cost of show tickets and commissions paid
to  our  affiliates.  The  increase  in  the cost of revenue was attributable to
higher  revenue  volume.


Gross  Profit

     The  gross  profit  for  fiscal  year  2000  was $51,193.  Our gross profit
decreased  by  $20,271  down  by 28% (from $71,464 to $51,193) during the fiscal
year ended December 31, 2000, compared to the same period in 1999.  The decrease
in  margins was due to lower commissions on ticket sales and loss of affiliation
from  Tickermaster.

Selling,  General  and  Administrative

     The  expenses  for fiscal year 2000 was $1,125,235.  Our expenses increased
by  $520,304  up  86% (from $604,931 to $1,125,235) during the fiscal year ended
December  31, 2000, compared to the same period in 1999.  Our expenses were made
up  of  investor  relations costs, stock issuances, salaries, rent, professional
fees,  website  development  and  maintenance,  professional  fees  and  general
overhead.

Amortization  of  Goodwill

     Amortization  of goodwill was $1,118,577 for fiscal year ended December 31,
2000 as compared to $86,046 for the same period in 1999.  Since the acquisition
of  Visitcom,  we  have had continued losses, we have written off goodwill.  Net
purchase  price of Visitcom was $750,000.  The cost in excess of the fair market
value  of  the  net  assets  acquired  was  $1,204,623.

                                       12
<PAGE>

Net  Losses

     Net  losses  for  the  fiscal  year ended December 31, 2000 was $2,211,836.
Losses  were  primarily  attributable to the costs of investor relations and the
sale  of  securities.  Operational  expenses will continue to exceed revenues in
the  future.  In  an  effort  to improve its financial position, the company has
made several cutbacks in costs.  These include but are not limited to, reduction
in outside providers, personnel and professional fees.  Despite savings in these
areas,  expenses  will  continue  to  exceed revenues as we expand our business.
Moreover,  in  the  future, when it has additional capital, it should anticipate
that  in  addition  to  ordinary  expenses  associated  with  the  growth of the
business,  it  will  have  significant  additional  marketing  and  advertising
expenses.  Overall,  the company expects that it will continue to experience net
losses  well  into  the  future.

 Liquidity  and  Capital  Requirements

     At  December  31,  2000  Youticket.com  had  a  working  capital deficit of
$441,092.  Accounts  receivable  of  $1,336, prepaid assets of $1,105 and  total
current liabilities of  $443,533.  We have secured capital financing to continue
to  operate our business well into fiscal year 2001.  Capital funds are required
for  operating  losses  and  to  further our website development, marketing, and
strategic  alliances  and  acquisitions.  If  we  are  unable  to  increase  our
revenues, we will have to curtail aspects of our business plan and operations or
cease  our  operations  altogether.  We  are  reviewing  our  immediate  capital
requirements and consulting with investment banking and management professionals
on  how  we  can  achieve  our  business  goals.

     We  have  entered  into  a settlement with the Internal Revenue Service for
payment  of  unpaid  payroll taxes of Visitcom from June 1996 through June 1999.
Under the settlement, we paid $10,000 and $5,000 per month until the payroll tax
is  satisfied.  Our current balance is $25,000.  We pay the IRS from our general
operating  revenue.  Payment  of this obligation may restrict our cash available
for  our  operations.

     We  have  also entered into an agreement with Reservision, Inc. for payment
on  our new website set to launch in April 2001.  We had already paid $15,000 in
fiscal year 2000 and will be paying $5,000 for three months with a final payment
of  $10,000  in  March  2001.  Payment  of this obligation may restrict our cash
available  for  our  operations.

     Since  the  acquisition  of  Visitcom  in  June  1999,  Youticket.com  has
restructured  its  outstanding debt obligations and funded its operations by the
issuance  of common stock and shareholder loans.  During the first half of 2000,
Youticket.com  issued  an  aggregate  of  1,100,000  shares  of  common stock to
Stockbroker  Relations  of Colorado, Inc. for services rendered.  Youticket also
issued  an  aggregate  of  100,000  to  Easy  Computer  Systems  for an internal
ticketing  system.

     In  the  second  half  of 2000, Youticket.com issued an aggregate of 96,000
shares  of  common stock to two professional service companies for conversion of
outstanding debt of $18,000.  On July 27, 2000, Youticket.com entered into a two
year  convertible promissory note with two shareholders for proceeds of $25,000.
These  notes  bear  an annual interest rate of 8% per annum.  On August 21, 2000
Youticket.com  issued  an  aggregate  of  1,000,000  shares of common stock to a
shareholder  for  conversion  of  two  promissory  notes  totaling $100,000.  On
November  14,  2000,  Youticket.com  issued an aggregate of  4,000,000 shares of
common  stock  to  International Investment Banking, Inc. for services rendered.
On  November  14,  2000, Youticket.com issued an aggregate of  500,000 shares of
common  stock  to  an  investor  relations  firm  for  consulting services to be
rendered.  On  December 29, 2000, Youticket.com issued an aggregate of 2,000,000
shares  of  common  stock  to  Donald  A  Mitchell, a shareholder for management
consulting  services.  Youticket also issued an aggregate of 8,200,000 shares to
certain  individuals associated with ZDG Investments Limited for conversion of a
promissory  note  totaling  $125,000.  On  December  31,  2000, Youticket issued
518,000  shares  of  common  stock  to  a  professional  firm for legal services
rendered.


                                       13
<PAGE>


     In  the  fiscal  year  2000,  Youticket.com  restructured its operations to
reduce  overhead  and concentrate its business on those aspects which management
believes will produce operational revenues.  The principal focus of the business
was  directed  to  e-commerce  sales  via  the  website.  This  involved  the
implementation  of  a  new  website to be launched in April 2001.  Youticket.com
also  took  measures  to reduce operating costs.  This included the reduction of
staff,  moving  to  a  smaller  facility  and  utilizing the services of smaller
independent  legal  and  accounting  firms.

     We  have  added  new  shows  to  the  website  and are continually pursuing
contracts with different venues.  During the fiscal year of 2000, there has been
an  increased in website hits, website visitors and our revenues are up 25% from
December  31,  1999.

ITEM  7  -  FINANCIAL  STATEMENTS

     Index to Consolidated  Financial  Statements

     Youticket.com, Inc.

     Report of Jim Scheifley &  Associates                                  F-1

     Consolidated  Balance  Sheets  as  of  December  31,  2000             F-2

     Consolidated Statements of Operations for the years ended
     December 31, 1999 and  2000                                             F-3

     Consolidated  Statements  of  Stockholder's  Equity  for  the  years
     ended December  31,  1999  and  2000                                    F-4

     Consolidated  Statements  of  Cash  Flows  for  the  years  ended
     December  31,  1999  and  2000                                          F-5

     Supplemental  Cash  Flow  Information                                   F-6

     Notes  to  the  Consolidated  Financial  Statements            F-7  to F-15


ITEM  8  -  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE

     On  March  20,  2001,  BDO  Seidman,  LLP,  Independent  Certified  Public
Accountants,  the  independent  accountant  previously  engaged as the principal
accountant to audit the financial statements of youticket.com, inc., resigned as
auditors  for the Company.  As BDO Seidman, LLP resigned, the decision to change
accountants  was not approved by the Board of Directors of the Company or by any
audit  or  similar  committee  thereof.


                                       14
<PAGE>


The  audit  report  of  BDO  Seidman,  LLP  on  the  financial  statements  of
youticket.com,  inc.  as  of  December  31,  1999  and  the related consolidated
statements  of  operations,  shareholders' equity and cash flows for each of the
years  ended December 31, 1998 and 1999 (the "Audit Period") did not contain any
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to  audit  scope  or  accounting principles, except the reports were modified to
include  an explanatory paragraph wherein they expressed substantial doubt about
the  Company's ability to continue as a going concern.  During the Audit Period,
and  the  period  up  to their resignation, there were no disagreements with the
former accountant on any matter of accounting principles or practices, financial
statement  disclosure,  or  auditing scope or procedure, which disagreements, if
not  resolved to the satisfaction of the former accountant, would have caused it
to  make reference to the subject matter of the disagreements in connection with
its  report.  youticket  has  provided  a  copy of this disclosure to its former
accountants,  and  youticket  requested that the former accountants furnish them
with letters addressed to the Securities and Exchange Commission stating whether
they  agree with the statements made by the Registrant, and, if not, stating the
respects  in  which  they  do  not  agree.  A  copy  of  the former accountants'
responses  indicating  agreement  is  included  as  exhibits  to  this  report.

     Upon  BDO  Seidman,  LLP's resignation, the board of directors approved the
engagement  of  James  E.  Scheifley & Associates as the principal accountant to
audit  the  financial  statements  of  the  Company.




                                       15
<PAGE>
                                    PART III

ITEM  9  -  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

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

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

Name                      Age    Position(s)
----                      ---    -----------

Donald  A.  Mitchell      67     Chairman  of  the  Board  (2000)

Jeffrey  M.  Harvey       29     President  and  Director  (2000)

Byron  Rambo              43     Director  (2000)

Virginia  Thompson        34     Director  (1999)


Alexander  H.  Williams   36     Director  (1999)

Maria  Burkholder         33     Secretary  and  Treasurer  (2000)

     DONALD  A.  MITCHELL  has served as Chairman of the Board since October 20,
2000.  Mr.  Mitchell  has  served as the Chairman and President of International
Investment  Banking,  Inc.  since  its inception in June 1999.  Mr.  Mitchell is
also  the Chairman of the Board and CEO of Grant Douglas Acquisition Corp, Inc.,
an Idaho corporation engaged in the publication of various print media.  For the
past  25  years,  Mr.  Mitchell  has  been  engaged  as  a private consultant to
numerous  companies  in  the  areas  of  corporate  finance  and marketing.  Mr.
Mitchell  attended  Bridgewater  College  in  Bridgewater, Virginia and advanced
study  programs  at  New  York  University  and  Columbia  University.

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

     BYRON  RAMBO  has  served  as  a member of the Company's Board of Directors
since  October  30,  2000.  Mr.  Rambo  is  the  founder  and  has served as the
managing  partner  of Rambo and Company, a private accounting firm, for the past
15  years.

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


                                       16
<PAGE>


     ALEXANDER  H.  WILLIAMS  has  been a director of the Company since December
1999.  Mr.  Williams  primarily  is available for consultations on the operation
of  the  business  and  his  primary  duties  are  as  a  director.  There is no
established  time  commitment.  He  is President of Hazard Media, Inc., which he
founded  in  1999.  Mr.  Williams  advises  Internet  companies  in  marketing,
communications  and  business  development.  From  1997  to  1999, Mr.  Williams
worked  for  Mentor  Graphics,  a  technology  company that develops systems and
software  solutions  for  the  world's  largest  semiconductor  and  electronics
companies.  Mr.  Williams  was a strategic marketing manager for Mentor Graphics
and  worked  more  than  a year as the company=s corporate writer, working on an
interim  basis  as the director of worldwide communications.  From 1996 to 1997,
Mr.  Williams  was  the  business  anchor  in  Portland, Oregon for KPTV and The
Business  Journal.  From  1996 to 1998, Mr.  Williams was a journalist, covering
news  for  The  Augusta Chronicle, Times Herald-Record and HFN, a trade magazine
for  the  home  furnishings  industry.  He  also  freelanced  for  Jupiter
Communications  and  served  as  the local reported for Apple Computer's digital
newspaper, broadcast at Woodstock '94.  Mr.  Williams has a Master of Journalism
degree  from  Northwestern  University's  Medill  School  of  Journalism,  and a
Bachelor  of  Arts  degree  in  French Literature from the University of Denver.

     MARIA  BURKHOLDER was appointed as the Company's Secretary and Treasurer on
October  30,  2000.  Ms.  Burkholder  has  been  employed  by the Company as its
Principle  Accounting  Officer,  Vice  President  of Finance, and briefly as its
Interim  President  for two months.  Ms.  Burkholder was employed from September
1995 to July 1999 as a Senior Accountant at JCM in Las Vegas.  Prior to JCM, she
served  in  various  bookkeeping  and  accounting positions at Advance Marketing
Seminars  (a  subsidiary  of  Equinox),  and  R.A.  Steiner  &  Co.,  CPA.  Ms.
Burkholder  has  a  Bachelor  of  Business  Administration  degree  from  DePaul
University  (1993).


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

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

To  the  Company's  knowledge,  the  only  delinquencies  during  the year ended
December  31,  2000  arise  from  the  recent  stock  acquisitions  by Donald A.
Mitchell,  International  Investment Banking, Inc., Roy Meadows, and Stockbroker
Presentations,  Inc.,  each of which was delinquent in its initial filings.  All
of  the  identified  parties  have  brought  current their required filings with
respect  to  their  obligations  hereunder.

As a result of recent stock issuances to Jeffrey M. Harvey in February 2001, Mr.
Harvey  is  delinquent  in  his  Section  16(a)  filings.



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

     During  the fiscal year ended December 31, 2000, the Board of Directors met
on  2  occasions  and  took written action on numerous other occasions.  All the
members  of  the  Board  attended  the  meetings.  The  written  actions were by
unanimous  consent.

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

     There  are  no  other  committees.

ITEM  10  -  EXECUTIVE  COMPENSATION

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

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

     On  October  30, 2000, the Company entered into a consulting agreement with
Donald  A.  Mitchell  for  management  services related to the operations of the
Company.  Under  the  terms  of  the  agreement, Mr. Mitchell received 2,000,000
shares  of  Common  Stock.  The  agreement is for a term of one year, and may be
terminated  by  either  party,  with  or  without  cause, on thirty days written
notice.

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

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

     On  September 30, 1999, the board of directors adopted the 1999 Performance
Equity Plan covering 3,000,000 shares of common stock.  This plan was subject to
the  approval  of  the  stockholders  prior to September 30, 2000, which was not
obtained.  As  a  result,  the  plan  was  automatically  terminated.

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

     The  Summary  Compensation Table shows certain compensation information for
services rendered in all capacities for the fiscal years ended December 31, 2000
and  1999.  Other  than  as  set forth herein, no executive officer's salary and
bonus  exceeded  $100,000  in  any  of  the  applicable  years.  The  following
information includes the dollar value of base salaries, bonus awards, the number
of stock options granted and certain other compensation, if any, whether paid or
deferred.



<TABLE>
<CAPTION>
<BTB>

                                               SUMMARY COMPENSATION TABLE

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

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

<S>                       <C>             <C>       <C>                <C>          <C>           <C>         <C>    <C>
Donald A. Mitchell
(Chairman) . . . . . . .  2000            -0-        -0-               -0-         -0-            -0-         -0-     -0-

Jeffrey M. Harvey
(President, Director). .  2000            -0-        -0-               -0-         -0-            -0-         -0-     -0-

Byron Rambo
(Director) . . . . . . .  2000            -0-        -0-               -0-         -0-            -0-         -0-     -0-

Maria Burkholder
(Secretary,Treasurer). .  2000         42,695        -0-               -0-         -0-        100,000         -0-     -0-

                          1999          3,538        -0-               -0-         -0-            -0-         -0-     -0-

LeAnna Sidhu (1)
(Chairperson, President)  2000         36,000        -0-               -0-         -0-        390,000         -0-     -0-

                          1999            -0-        -0-               -0-         -0-            -0-         -0-     -0-

Virginia Thompson
(Director) . . . . . . .  2000            -0-        -0-               -0-         -0-        150,000         -0-     -0-

                          1999            -0-        -0-               -0-         -0-            -0-         -0-     -0-

Alexander H. Williams
(Director) . . . . . . .  2000            -0-        -0-               -0-         -0-        100,000         -0-     -0-

                          1999            -0-        -0-               -0-         -0-            -0-         -0-     -0-

</TABLE>

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


                                       17

<PAGE>



<TABLE>
<CAPTION>
<BTB>
                                           OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                                   (INDIVIDUAL GRANTS)





  NAME                    NUMBER OF SECURITIES      PERCENT OF TOTAL
                          UNDERLYING                OPTIONS/SARS GRANTED
OPTIONS/SARS GRANTED      TO EMPLOYEES IN           EXERCISE OF BASE
                            (#)                       FISCAL YEAR             PRICE ($/SH)        EXPIRATION DATE
--------------------------------------------------------------------------------------------------------------------




<S>                               <C>                       <C>                       <C>              <C>
Donald A. Mitchell                -0-                       -0-                       -0-              -0-

Jeffrey M. Harvey.                 -0-                      -0-                       -0-              -0-

Byron Rambo                        -0-                      -0-                       -0-              -0-

Maria Burkholder                   -0-                      -0-                       -0-              -0-

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

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

Alexander Williams                 -0-                      -0-                       -0-              -0-


</TABLE>





<TABLE>
<CAPTION>
<BTB>

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





                                                              NUMBER OF UNEXERCISED               VALUE OF UNEXERCISED IN-THE
SECURITIES UNDERLYING                  MONEY OPTIONSOPTIONS/SARS
OPTIONS/SARS AT FY-END(#)             AT FY-END($)         EXERCISABLE/UNEXERCISABLE             EXERCISABLE/UNEXERCISABLE


NAME                  SHARES ACQUIREDS ON
                         EXERCISE (#)           VALUE REALIZED($)
----------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                        <C>              <C>                               <C>
Donald A. Mitchell        -0-                       -0-              -0-                               -0-

Jeffrey M. Harvey         -0-                       -0-              -0-                               -0-


Byron Rambo               -0-                       -0-              -0-                               -0-

Maria Burkholder          -0-                       -0-              -0-                               -0-

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

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

Alexander Williams        -0-                       -0-              -0-                                -0-

</TABLE>






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

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


                                       18
<PAGE>



ITEM  11  -  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT

     The  following  table sets forth, as of April 10, 2001, certain information
with  respect to the Company's equity securities owned of record or beneficially
by  (i)  each  Officer  and  Director  of the Company; (ii) each person who owns
beneficially  more  than  5%  of  each class of the Company's outstanding equity
securities;  and  (iii)  all  Directors  and  Executive  Officers  as  a  group.


<TABLE>
<CAPTION>
<BTB>

TITLE OF CLASS                          NAME AND ADDRESS OF BENEFICIAL OWNER          AMOUNT AND     PERCENT
                                                                                       NATURE OF       OF
                                                                                       BENEFICIAL    CLASS (1)
                                                                                       OWNERSHIP

<S>                                     <C>                                          <C>              <C>
                                        International Investment Banking, Inc.  (2)
Common . . . . . . . . . . . . . . . .  2101 West State Road 434, Suite 221
Stock. . . . . . . . . . . . . . . . .  Longwood, FL 32779                              5,200,000    14.3%

                                         Donald A.  Mitchell (2)
Common . . . . . . . . . . . . . . . .  2101 West State Road 434, Suite 221
Stock. . . . . . . . . . . . . . . . .  Longwood, FL 32779                              2,000,000     5.5%

                                         Roy Meadows (3)
Common . . . . . . . . . . . . . . . .  207 Jasmine Lane
Stock. . . . . . . . . . . . . . . . .  Longwood, FL 32779                              1,000,000     2.7%

                                        Stockbroker Presentations, Inc. (3)
Common . . . . . . . . . . . . . . . .  207 Jasmine Lane
Stock. . . . . . . . . . . . . . . . .  Longwood, FL 32779                           5,500,000(4)     13.6%

Common
Stock                                     Kevin Wagman                                   2,255,000     6.2%


Common. . . . . . . . . . . . . . . . .  Virginia Thompson
Stock                                    c/o youticket.com, inc.                            - 0 -   - 0 -
 . . . . . . . . . . . . . . . .          4815 W.  Russell Suite14N
 . . . . . . . . . . . . . . . .          Las Vegas, NV 89103

                                        Alexander Williams
                                        c/o youticket.com, inc.
Common . . . . . . . . . . . . . . . .  4815 W.  Russell, Suite14N
Stock. . . . . . . . . . . . . . . . .  Las Vegas, NV 89103                                 - 0 -   - 0 -

                                        Jeffrey M.  Harvey
Common . . . . . . . . . . . . . . . .  2101 West State Road 434, Suite 221
Stock. . . . . . . . . . . . . . . . .  Longwood, FL 32779                           2,000,000 (5)    5.5%

                                        Byron Rambo
Common . . . . . . . . . . . . . . . .  2101 West State Road 434, Suite 221
Stock. . . . . . . . . . . . . . . . .  Longwood, FL 32779                                  - 0 -   - 0 -
--------------------------------------  -------------------------------------------  -------------  ------

                                        Maria Burkholder
                                        c/o youticket.com, inc.
Common . . . . . . . . . . . . . . . .  4815 W.  Russell, Suite 14N
Stock. . . . . . . . . . . . . . . . .  Las Vegas, NV 89103                                 - 0 -   - 0 -
--------------------------------------  -------------------------------------------  -------------  ------
 ---------     -----


  All Officers and Directors                                                           9,200,000     25.2%
   as a Group (6 Persons)

</TABLE>


                                       19
<PAGE>


(1)     Based  on  36,476,772  shares  outstanding.

(2)     Mr.  Mitchell  is  the  President and controlling owner of International
Investment  Banking,  Inc., and as such, is deemed to be the beneficial owner of
the  shares held in the name of Donald A.  Mitchell and International Investment
Banking,  Inc.

(3)     Mr.  Meadows  is  the  President  and  controlling  owner of Stockbroker
Presentations,  Inc.,  and  as such, is deemed to be the beneficial owner of the
shares  held  in  the  name  of  Roy Meadows and Stockbroker Presentations, Inc.

(4)     Includes  options  to  acquire 4,000,000 shares of Common Stock at $0.05
per  share  exercisable  beginning  June  1,  2001.

(5)     Mr.  Harvey  is  an  employee of International Investment Banking, Inc.,
and  disclaims  any  ownership  in  the  shares issued to IIBI and /or Donald A.
Mitchell.

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

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


ITEM  12  -  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

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

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

     On  October  30,  2000,  the  Company  entered  into  an investment banking
agreement  with  International  Investment  Banking,  Inc.  ("IIBI").  Under the
terms  of  the  agreement,  IIBI  will  provide investment banking and financial
services  to  the  Company.  The  agreement  is  for  a  term  of two (2) years,
renewable for successive one year terms unless terminated.  As part compensation
for  the  services,  the  Company  has  issued to IIBI an aggregate of 4,000,000
shares  of  its  Common  Stock.  In addition, the Company is obligated to pay to
IIBI  the  sum  of  $10,000 per month throughout the term of the agreement.  The
first  three  payments  are to be paid in cash on the sixtieth day after signing
the  agreement,  and additional shares of Common Stock in an undetermined amount
are  to  be  placed  in  escrow and used to pay the monthly fee in the event the
Company  is  delinquent.

      October  30,  2000,  the  Company entered into a consulting agreement with
Stockbroker  Presentations, Inc.  ("SPI").  SPI will provide services related to
advising  the  Company  with  respect  to  market maker and broker relations and
information services.  The term of the agreement is 12 months, commencing on the
payment  of  the  fees  specified in the agreement.  The agreement calls for the
issuance  of 500,000 shares of Common Stock upon executing the contract, and for
200,000  shares of Common Stock to be issued monthly for the first six months of
the agreement.  All of the 1,200,000 shares which were to be issued monthly have
been  issued.  In  addition, the Company is obligated to issue to SPI an option,
exercisable  beginning June 1, 2001, to acquire 4,000,000 shares of Common Stock
at  $0.05  per share.  The option is exercisable until June 1, 2002, and SPI has
been  granted  piggyback  registration  rights.


                                        20
<PAGE>


    On  October  30, 2000, the Company entered into a consulting agreement with
Donald  A.  Mitchell  for  management  services related to the operations of the
Company.  Under  the  terms  of  the  agreement,  Mr.  Mitchell  is  to  receive
2,000,000  shares of Common Stock.  The agreement is for a term of one year, and
may be terminated by either party, with or without cause, on thirty days written
notice.

     On October 30, 2000, by action of the Board authorized by the Bylaws of the
Company,  the  number  of  persons comprising the Board was increased from three
persons  to  five  persons.  As  a result of this action, and the resignation of
LeAnna  Sidhu,  there  then existed three vacancies on the Board.  The Board has
elected  Messrs.  Donald  A.  Mitchell,  Jeffrey  M.  Harvey, and Byron Rambo to
fill the three vacancies on the Board.  Messrs. Mitchell and Harvey are officers
and  are  employed  by  IIBI.  In  addition, the Company appointed new officers,
namely  Jeffrey  M.  Harvey  as President, and Maria Burkholder as Secretary and
Treasurer.

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

     On  February  2,  2001,  the  Company  issued  to  Jeffrey  M.  Harvey, its
President, 2,000,000 shares of common stock as compensation.  On that same date,
an  additional  1,200,000  shares  of  common stock were issued to International
Investment  Banking,  Inc.  as  compensation.



                                       21
<PAGE>


ITEM  13  -  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (A)     EXHIBITS


     EXHIBIT  NO.               DESCRIPTION
     ------------               -----------

     3.1  (1)             Certificate  of  Incorporation,  as  amended,  of
youticket.com  inc.

     3.2  (1)             By-laws  of  the  Registrant

     4.1  (1)             Form  of  common  stock certificate of youticket.com
                          inc.

     10.1  (2)            Investment Banking Engagement  Agreement dated October
                         30, 2000 between InternationaL Investment Banking, Inc.
and youticket.com,  inc.

     10.2  (2)            Consulting Agreement  dated  October 30, 2000 between
Donald A.  Mitchell  and  youticket.com,  inc.

     10.3 (2)             Consulting  Agreement dated October  30,  2000 between
                          Stockbroker Presentations,Inc. and youticket.com, inc.

     21.1  (1)            Subsidiaries  of  Registrant

__________
(1)     Incorporated  by  reference  from Registrant's Registration Statement on
        Form 10-SB  filed  (File  No.  0-28733).

(2)     Incorporated  by  reference from Registrant's Current Report on Form 8-K
        filed  with  the Commission  on  December  29,  2000.

         (B)     REPORTS  ON  FORM  8-K

        On  December  29, 2000, the Company filed  a Current Report on Form 8-K
describing  a  change  in  control  of  the  Registrant.


                                       22
<PAGE>
                               SIGNATURES

     In  accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



Dated:  April  11,  2001
youticket.com,  inc.


/s/  Jeffrey  M.  Harvey
                                         ______________________________
                                           By:  Jeffrey  M.  Harvey
Its:  President





Dated:  April  11,  2001                    /s/ Maria  Burkholder
       ______________________________
                                             By:  Maria  Burkholder
                                              Its:  Treasurer



                                       23
<PAGE>


Report  on  Independent  Certified  Public  Accountants

To  the  Shareholders  of
YouTicket.com,  Inc.
Las  Vegas,  Nevada

     We  have  audited  the  accompanying  consolidated  balance  sheet  of
YouTicket.com,  Inc.  as  of  December  31,  2000  and  the related consolidated
statements  of  operations,  shareholders'  equity  and  cash  flows  for  the
year  then  ended.  These  financial  statements  are  the responsibility of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
consolidated  financial  statements  based  on  our  audit.

     We  conducted  our  audit  in  accordance  with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable  assurance  about  whether  the consolidated financial statements are
free  of  material  misstatement.  An audit includes examining, on a test basis,
evidence  supporting  the  amounts and disclosures in the consolidated 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  of the consolidated financial statements. We
believe  that  our  audit  provides  a  reasonable  basis  for  our  opinion.

     In  our  opinion, the consolidated financial statements, referred to above,
present  fairly,  in  all  material  respects,  the  financial  position  of
YouTicket.com,  Inc.,  as of December 31, 2000 and the results of its operations
and  cash  flows  for  the year then ended in conformity with generally accepted
accounting  principles.

     The  accompanying  consolidated  financial  statements  have  been prepared
assuming that the Company will continue as a going concern. As discussed in Note
1  to the consolidated financial statements, the significant loss of the Company
for  the  years ended December 31, 2000 and 1999 and negative working capital at
December  31,  2000,  raise  substantial  doubt  about  the Company's ability to
continue  as  a  going  concern. Management's plans concerning these matters are
described  in  Note  1. The consolidated financial statements do not include any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.

                                     /s/  James  E. Scheifley & Associates, P.C.

   March 25, 2001
   Dillon, Colorado


                                      F-1
<PAGE>

<TABLE>
<CAPTION>
<BTB>
                               YouTicket.com, Inc.
                           Consolidated Balance Sheet
                                December 31, 2000

                                     ASSETS
                                     ------



<S>                                        <C>

Current assets:
  Cash and cash equivalents . . . . . . .  $         -
  Accounts receivable . . . . . . . . . .        1,336
  Prepaid expenses. . . . . . . . . . . .        1,105
                                           ------------
      Total current assets. . . . . . . .        2,441

Property and equipment, at cost, net of
  accumulated depreciation of $13,081 . .       45,053

Other assets. . . . . . . . . . . . . . .        8,794
                                           ------------
                                           $    56,288
                                           ============
LIABILITIES AND STOCKHOLDERS' EQUITY
-----------------------------------------

Current liabilities:
  Notes payable . . . . . . . . . . . . .  $    79,630
  Accounts payable. . . . . . . . . . . .      221,769
  Accrued expenses. . . . . . . . . . . .      142,134
                                           ------------
      Total current liabilities . . . . .      443,533


Stockholders' equity:
 Common stock, $.0001 par value,
  100,000,000 shares authorized,
 32,465,272 shares issued and outstanding        3,246
 Additional paid in capital . . . . . . .    2,539,128
 Unearned services. . . . . . . . . . . .      (95,771)
 Accumulated deficit. . . . . . . . . . .   (2,833,848)
                                           ------------
                                              (387,245)
                                           ------------
                                           $    56,288
                                           ============

</TABLE>



See accompanying notes to consolidated financial statements.



                                      F-2
<PAGE>


<TABLE>
<CAPTION>
<BTB>
                                   YouTicket.com, Inc.
                          Consolidated Statements of Operations



                                                                       Year Ended
                                                                       December 31
                                                                     2000       1999

<S>                                                            <C>           <C>
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   238,311   $   189,243

Cost of revenue . . . . . . . . . . . . . . . . . . . . . . .      187,118       117,779
                                                               ------------  ------------
Gross profit. . . . . . . . . . . . . . . . . . . . . . . . .       51,193        71,464

Selling, general and administrative expenses. . . . . . . . .    1,125,235       604,931
Amortization of goodwill. . . . . . . . . . . . . . . . . . .    1,118,577        86,045
                                                               ------------  ------------
(Loss) from operations. . . . . . . . . . . . . . . . . . . .   (2,243,812)     (619,512)

Other income and (expense):
  Gain (loss) realized from disposal of assets. . . . . . . .       (1,756)            -
  Interest expense. . . . . . . . . . . . . . . . . . . . . .      (17,461)            -
                                                               ------------  ------------
                                                                   (19,217)            -

(Loss) before income taxes. . . . . . . . . . . . . . . . . .   (2,211,836)     (619,512)
Provision for income taxes. . . . . . . . . . . . . . . . . .            -             -
                                                               ------------  ------------

Net income (loss) . . . . . . . . . . . . . . . . . . . . . .  $(2,211,836)  $  (619,512)
                                                               ============  ============


Basic earnings (loss) per share:
 Net income (loss). . . . . . . . . . . . . . . . . . . . . .  $     (0.12)  $     (0.05)
                                                               ============  ============

 Weighted average shares outstanding. . . . . . . . . . . . .   18,092,772    12,224,699
                                                               ============  ============
</TABLE>



See accompanying notes to consolidated financial statements.





                                      F-3
<PAGE>


<TABLE>
<CAPTION>
<BTB>
                                               Youticket.com, Inc.
                                    Consolidated Statement of Stockholders Equity
                                        Years Ended December 31, 2000 and 1999






                                                  Additional
                             Common Stock           Paid In       Treasury      Unearned     Accumulated
                        Shares        Amount       Capital         Stock         Services     Deficit      Total
-------------------------    ------------  ------------  ----------  -------------  ------------  ------------ -----------
<S>                            <C>          <C>             <C>           <C>            <C>          <C>           <C>

Balance, December 31, 1998    10,000,000    $1,000          $1,500     $    -         $   -   $    (2,500)        $    -

Sale of common stock for cash    300,000        30          149,970         -             -           -             150,000

Common stock issued to            672,860       67          168,148         -             -           -             168,215
related party

Compensation value for            -             -          146,931          -          (116,367)      -              30,564
stock options granted

Common Stock issued               978,412        98       503,108                         -                         503,206
for debt conversion

Common stock issued            14,327,140      1,433     3,580,352                        -                       3,581,785
for business acquisiton

Repurchase of business
acquisition shares            (11,327,140)    (1,133)   (2,830,935)   (193,750)           -          -           (3,025,818)

Net loss of the year                   -.            -             -           -              -      (619,512)     (619,512)
-------------------------   ------------  ------------  ----------  -------------  ------------    ------------ ------------

Balance December 31, 2000    14,951,272        1,495     1,719,074    (193,750)      (116,367)       (622,012)      788,440

Common stock issued          8,218,000          821       688,659           -        (50,000)            -          639,480
for services

Common stock issued         9,296,000           930       322,070                       -                           323,000
for debt conversion

Compensation value of            -               -         3,075            -           -                -            3,075
options granted

Ammortization of                                          70,596             -            70,596
unearned services

Retirement of                                           (193,750)        193,750            -                          -
treasurey stock

Net loss for the year                -.            -             -           -              -      (2,211,836)   (2,211,836)
-------------------------  ------------  ------------  ----------  -------------  ------------  ------------    ------------

Balance, Dec. 31, 2000        32,465,272  $     3,246   $ 2,539,128   $       -   $    (95,771)  $(2,833,848)  $  (387,245)
                =========================  ============  ============  ==========  =============  ============  ============





</TABLE>



                                      F-4
<PAGE>


<TABLE>
<CAPTION>
<BTB>
                                   YouTicket.com, Inc.
                          Consolidated Statements of Cash Flows



                                                                          Year Ended
                                                                         December 31,
                                                                        2000        1999
<S>                                                               <C>             <C>

Cash flows from operating activities:
  Net income (loss) . . . . . . . . . . . . . . . . . . . . .  $  (2,211,836)  $(619,512)
  Adjustments to reconcile net income to net
   cash provided by operating activities:
   Depreciation and amortization. . . . . . . . . . . . . . .          8,445       4,636
   Amortization of unearned services. . . . . . . . . . . . .         70,596           -
   Amortization of goodwill . . . . . . . . . . . . . . . . .      1,118,578      86,045
   Common stock issued for services . . . . . . . . . . . . .        639,480     181,941
   Compensation value of options and debt conversion. . . . .         71,363           -
Changes in assets and liabilities:
    (Increase) decrease in:
      Accounts receivable . . . . . . . . . . . . . . . . . .         34,121     (35,457)
     Prepaid expenses . . . . . . . . . . . . . . . . . . . .         16,617           -
     Other assets . . . . . . . . . . . . . . . . . . . . . .         (8,794)    (17,722)
    (Decrease) increase in:
      Accounts payable. . . . . . . . . . . . . . . . . . . .        (78,238)     76,061
      Accrued compensation. . . . . . . . . . . . . . . . . .              -
      Accrued expenses. . . . . . . . . . . . . . . . . . . .         77,334      75,546
                                                               --------------  ----------

       Total adjustments. . . . . . . . . . . . . . . . . . .      1,949,502     371,050
                                                               --------------  ----------

  Net cash provided by (used in)
   operating activities . . . . . . . . . . . . . . . . . . .       (262,334)   (248,462)

Cash flows from investing activities:
   Purchase of fixed assets . . . . . . . . . . . . . . . . .        (41,026)          -
                                                               --------------  ----------
Net cash provided by (used in) investing activities . . . . .        (41,026)          -
                                                               --------------  ----------

Cash flows from financing activities:
   Proceeds from sale of common stock . . . . . . . . . . . .              -     166,822
   Proceeds from related party debt . . . . . . . . . . . . .        285,000     293,750
   Purchase of treasury stock . . . . . . . . . . . . . . . .              -    (193,750)
                                                               --------------  ----------
Net cash provided by (used in) financing activities . . . . .        285,000     266,822
                                                               --------------  ----------

Increase (decrease) in cash . . . . . . . . . . . . . . . . .        (18,360)     18,360
Cash and cash equivalents,
 beginning of period. . . . . . . . . . . . . . . . . . . . .         18,360           -
                                                               --------------  ----------
Cash and cash equivalents,
 end of period. . . . . . . . . . . . . . . . . . . . . . . .  $           -   $  18,360
                                                               ==============  ==========
</TABLE>



See accompanying notes to consolidated financial statements.




                                      F-5
<PAGE>


<TABLE>
<CAPTION>
<BTB>
                                  YouTicket.com, Inc.
                         Consolidated Statements of Cash Flows



                                                              Year Ended
                                                              December 31,
                                                                       2000        1999

<S>                                                           <C>            <C>

Supplemental cash flow information:
   Cash paid for interest. . . . . . . . . . . . . . . . . .  $      17,461  $        -
   Cash paid for income taxes. . . . . . . . . . . . . . . .              -           -

Non-cash investing and financing activities:
   Excess fair value over assets acquired. . . . . . . . . .  $           -  $1,204,623
   Debt converted to equity. . . . . . . . . . . . . . . . .  $     234,116  $  503,206
   Deferred compensation . . . . . . . . . . . . . . . . . .  $      50,000  $  116,367

</TABLE>




See accompanying notes to consolidated financial statements.



                                      F-6
<PAGE>


                                 YOUTICKET.COM

                   NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

Note  1  -  Nature  of  Business

The  Company

The Company was organized May 9, 1996, under the laws of the State of Nevada, as
BNE  Associates,  Inc.

On  May  9,  1996,  the  Company issued 25,000 shares of its no par value common
stock  for  cash  of  $2,500.

On  November  19,  1998,  the  State  of  Nevada approved the Company's restated
Articles of Incorporation, which increased its capitalization from 25,000 common
shares  to 50,000,000 common shares. The par value was changed from no par value
to  $.0001.  On  August 27, 1999, the Company increased the number of authorized
common  shares  from  50,000,000  shares  to  100,000,000  shares.

On  November  19,  1998,  the Company forward split its common stock 100:1, thus
increasing  the  number  of  outstanding  common  shares  from  25,000 shares to
2,500,000  shares.  On  January  11,  1999, the Company forward split its common
stock  4:1,  thus  increasing  the  number  of  outstanding  common  shares from
2,500,000  shares to 10,000,000 shares. For purpose of presenting loss per share
and  other  share  information,  the  splits were assumed to have occurred as of
January  1,  1998.

On  June 30, 1999, the Company acquired Visitcom, Inc. ("Visitcom") (see Note 8)
and  the  Company  changed  its  name  to  YouTicket.com, Inc., (the "Company").

The  Company  operates  an  Internet  show  and  tour  ticketing  website,
www.youticket.com,  for  the  Las  Vegas  market. In addition to selling tickets
through  its  website,  Youticket.com  also  enables  customers  to purchase its
products  via  its  toll-free  telephone  numbers.

Going  Concern

The  Company has incurred significant operating losses and at December 31, 2000,
has negative working capital, which raises substantial doubt about the Company's
ability to continue as a going concern. The consolidated financial statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty. Management's plans for correcting this issue include raising equity
through  private  placement  offerings, focusing the Company's business on their
website  business and restructuring its operations to reduce operating expenses.

However,  there  can  be  no  assurances that the Company will be able to secure
additional  capital  or  that if such capital is available, whether the terms or
conditions  will  be  acceptable  to  the  Company.

Principles  of  Consolidation

The  consolidated  financial  statements include the accounts of the Company and
its  wholly-owned  subsidiary,  Visitcom,  Inc.  All  significant  inter-company
transactions  and  balances  are  eliminated.


 F-7


<PAGE>

Note  2  -  Summary  of  Significant  Accounting  Policies

Property  and  Equipment

Property and equipment are stated at cost, net of accumulated depreciation which
is computed using the straight-line method over estimated lives of five to seven
years.  The  Company  capitalizes  expenditures  that  materially increase asset
lives  and  charges  ordinary repairs and maintenance to operations as incurred.

Property  and  equipment  are  reviewed  for  impairment  whenever  events  or
circumstances indicate that the assets' undiscounted expected cash flows are not
sufficient  to  recover  its  carrying  amount.  Impairment  losses, if any, are
recorded  currently.


Long-lived  assets

The  Company  makes  reviews for the impairment of long-lived assets and certain
identifiable  intangibles  whenever  events or changes in circumstances indicate
that  the  carrying  amount  of an asset may not be recoverable.  Under SFAS No.
121,  an  impairment  loss  would be recognized when estimated future cash flows
expected  to  result  from the use of the asset, and its eventual disposition is
less  than  its carrying amount.  No such impairment losses have been identified
by  the  Company  for  the 1999 fiscal year.  During the year ended December 31,
2000,  the  Company determined that the unamortized portion of recorded goodwill
has been impaired due to the termination of certain business relationships which
the  Company  had acquired in connection its merger with Visitcom.  Accordingly,
the  Company charged $1,204,622 of the remaining recorded goodwill to operations
during  the  year  ended  December  31,  2000.

Income  Taxes

The  Company  recognizes  deferred  tax  liabilities and assets for the expected
future  tax  consequences  of  events that have been recognized in the Company's
consolidated  financial  statements or tax returns. Deferred tax liabilities and
assets  are  determined  based on the difference between the financial statement
carrying amounts and tax bases of assets and liabilities using enacted tax rates
in  effect  in  the  years  in  which  the  differences are expected to reverse.

Loss  Per  Share

Basic  earnings  per  share  is  calculated by dividing net income (loss) by the
weighted  average number of common shares outstanding during the period. Diluted
earnings  per  share  is  calculated  by dividing net income (loss) by the basic
shares  outstanding  and  all  dilutive securities, including stock options, but
does  not  include  the  impact  of  potential  common  shares  which  would  be
antidilutive.  These  dilutive  securities  were anti-dilutive in 2000 and 1999.

For the year ended December 31, 2000, potential dilutive securities representing
982,500  outstanding  stock  options  and  warrants  are  not  included  in  the
earnings  per  share  calculation  since  their  effect  would be anti-dilutive.

F-8


<PAGE>
Note  2  -  Summary  of  Significant  Accounting  Policies  (Continued)

Stock-Based  Compensation

The  Company  adopted  Statement  of Financial Accounting Standards ("SFAS") No.
123,  "Accounting  for Stock-Based Compensation", which establishes a fair value
method  of accounting for stock-based compensation plans. The provisions of this

Statement  allow  companies  to either expense the estimated fair value of stock
options  or  to  continue  to  follow  the  intrinsic  value method set forth in
Accounting  Principles  Board  Opinion  No.  25, "Accounting for Stock Issued to
Employees",  but  to  disclose the pro forma effect on net income (loss) and net
income  (loss)  per share had the fair value of the stock options been expensed.
The  Company  has  elected  to continue to account for stock- based compensation
plans  utilizing  the intrinsic value method. Accordingly, the compensation cost
for stock options is measured as the excess, if any, of the fair market price of
the  Company's  stock  at the date of grant above the amount paid to acquire the
stock.

In  accordance with this Statement, the Company has provided footnote disclosure
with  respect  to  stock-based  employee  compensation.  The cost of stock-based
employee  compensation  is  measured at the grant date based on the value of the
award  and  is  recognized over the vesting period. The value of the stock-based
award  is  determined  using  a  pricing  model whereby compensation cost is the
excess  of  the  fair  value of the award, as determined by the pricing model at
grant  date  or other measurement date, above the amount an employee must pay to
acquire  the  stock.

Concentration  of  Credit  Risk

Financial  instruments  which potentially expose the Company to concentration of
credit  risk  consist  primarily  of  cash  and accounts receivable. The company
places  its  cash with major financial institutions. At times, cash balances may
be  in  excess  of  the  amounts  insured  by  the  Federal  Deposit  Insurance
Corporation,  however,  management  believes  the  risk  of  loss to be minimal.

The  Company  provides  credit,  in  the  normal  course of business, to various
customers.  The Company conducts on-going credit evaluations but does not obtain
collateral  or other forms of security. The Company believes its credit policies
do  not  result in significant adverse risk and do not expect significant credit
related  losses.

Revenue  Recognition

The  Company  generates  revenues  primarily  from  per  ticket convenience fees
charged  directly  to consumers who order tickets through the Company's website,
telephone  sales  center  or  retail outlets. In addition, the Company charges a
handling  fee  to  consumers  for  tickets  sold  by  the  Company.  The Company
recognizes  convenience  fee  and  handling fee revenue from ticket sales at the
time  the  sale  is  made.

F-9

<PAGE>
Note  2  -  Summary  of  Significant  Accounting  Policies  (Continued)

Use  of  Estimates

The  preparation  of  consolidated  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  amounts  could  differ  from  those  estimates.

Fair  Value  of  Financial  Instruments

The  carrying value of the Company's financial instruments, consisting primarily
of  accounts receivable and accounts payable, approximates fair value due to the
relatively  short  maturity  of these instruments and the borrowing costs to the
Company.


Note  3  -  Property  and  Equipment

Property  and  equipment  consists  of  the  following:




                                                                       Estimated
                                             December  31,               Useful
                                                2000                     Life
                                          ---------------            -----------
Computer  and Office Equipment             $       9,582            5 to 7 years
Furniture  and fixtures                           48,552                 5 years
                                         ---------------
                                                  58,134
Less  accumulated  depreciation                   13,081
                                         ---------------

                                         $        45,053
                                         ===============


Note  4  -  Related  Party  Transactions

On  May  5, 1999, the Company issued 672,860 shares of Common Stock, with a fair
market  value of $0.25 per share, to a Director in exchange for cash proceeds of
$16,822.  As  a  result  of  this issuance the Company has recorded compensation
expense  of  $151,393,  which is included in general and administrative expense.

On September 1, 1999, the Company granted 400,000 stock options with an exercise
price  of  $0.3125, which was the fair market value of the shares on the date of
the  grant, to an executive of the Company. These options vested immediately and
expire  on  August  31, 2004. On the same day, the Company granted an additional
480,000  stock  options  with  an  exercise price of $0.3125, which was the fair
market  value  of  the shares on the date of the grant, to this executive of the
Company.  These  options  vested  at a rate of 80,000 options per month with the
first  vesting  on September 30, 1999. Non-vested options were canceled when the
executive  terminated  his  agreement  with  the  Company  in November 1999. The
remaining  options have an expiration date of five years after the vesting date.

 F-10


<PAGE>

Note  4  -  Related  Party  Transactions  (continued)

On  June  30, 1999, the Company issued three promissory notes to shareholders of
the Company in the amounts of $70,000, $15,000 and $15,000 in exchange for cash.
These  notes,  which were secured by the assets of the Company, bearing interest
at  a  rate  of  10%  per annum and had a maturity date of January 31, 2000. The
notes,  plus accrued interest, were converted to 206,220 shares of the Company's
common  stock  in  November  1999.

On September 3, 1999, the Company issued two promissory notes of $96,875 each to
two  shareholders  of the Company in exchange for cash. These notes were secured
by  11,327,140 shares of the Company's common stock, which were repurchased from
the previous owners of Visitcom. The promissory notes accrued interest at a rate
of  10%  per  annum  and were due on demand. These notes, plus accrued interest,
were  converted  into  392,192  shares of the Company's common stock in November
1999.

In  November 1999, the Company issued 300,000 shares of Common Stock in exchange
for  $150,000  in  cash  to  existing  shareholders  of  the  Company.

At  December  31,  2000,  the  Company  had $79,630 of outstanding advances from
shareholders  due  currently  with  interest  at  from 8% to 10%.  Of the amount
outstanding,  $60,000  results  from  cash  advances  to  the Company during the
current  year.  The  balance  of $19,630 related to amounts due for expenses and
services  provided  by  a  shareholder  who  was  formerly  an  officer.

Note  5  -  Income  Taxes

At  December  31,  2000,  the  Company has a net deferred asset of approximately
$554,000,  which  has  been fully offset by a valuation allowance. The valuation
allowance increased by approximately $261,000 during the year ended December 31,
2000.  The  net  deferred  tax asset is comprised principally of a net operating
loss  carryforward.  At  December  31, 2000, the Company has a Federal operating
loss  carryforward  of  approximately  $1,629,000.  The  net  operating  loss
carryforward  expires  $686,000  in  2019 and $943,000 in 2020.  The Company has
determined  that  the  write  off of goodwill during the year ended December 31,
2000 may not be fully deductible for federal income tax purposes and has treated
this  item  as  a  permanent  difference in the computation of the net operating
loss.

Note  6  -  Commitments  and  Contingencies

The  Company  is party to legal claims arising in the normal course of business.
In  the  opinion  of  management,  resolution  of  such  matters will not have a
material  adverse  effect  on  the  Company's  financial  position,  results  of
operations  or  cash  flows.

The  Company leases office space under a non-cancelable operating lease expiring
in  September  2001.  Future  minimum payments due under this lease for the year
ending  December  31,  2000  are  $5,670.

Employment  Agreement

In  December  1999,  the  Company  entered into an employment agreement with the
President  of  the Company ("President"). Under the terms of this agreement, the
Company  shall  pay  the  President  a  salary of $3,000 per month increasing to
$7,000  upon  receipt  of $500,000 of new capital. The term of this agreement is
twelve  months.  The agreement also provided for the granting of 360,000 options
to  the President, vesting at a rate of 30,000 per month at an exercise price of
$0.25  per  share.  The  contract  was  terminated in July 2000 and vested stock
options  at  the  termination  date  amounted  to  210,000  shares.

F-11


<PAGE>


Note  7  -  Stock  Options  and  Shareholders'  Equity

During  2000,  the  Company  received advances of $300,000, which was converted,
including  accrued interest, into 9,200,000 shares of the Company's common stock
in  August  2000  (1,000,000  shares)  and  November  2000  (8,200,000  shares).
Conversion  price  was  based  on  the fair market value of the Company's common
stock  as  of  the  date  of  the  transactions.

Additionally in 2000, the Company issued an aggregate of 8,218,000 shares of its
common  stock  to six individuals or entities that have provided services to the
Company  valued at $639,480.  The issue price was based on the fair market value
of  the  Company's  common stock as of the date of the transactions.  Certain of
the  services  are  being  provided  pursuant  to  a  twelve month contract that
commenced  October  31,  2000.  Accordingly, the Company has recorded $50,000 as
unearned  services  pursuant  to  the  contract  at  December  31,  2000.

During  2000,  options  were  granted to employees to purchase 400,000 shares of
common stock. These options were granted with an average exercise price of $0.21
with  a  term  of  five  and one half years. The fair value of these options was
determined  by  the Company to be approximately $3,075. This has been charged to
general  and  administrative  expenses  during the year ended December 31, 2000.

During  1999,  the  Company  received advances of $204,000 which were converted,
including accrued interest, into 380,000 shares of the Company's common stock in
September  1999.  Conversion  price  was  based  on the fair market value of the
Company's  common  stock  as  of  the  date  of  the  transaction.

During  1999,  options  were  granted to purchase 15,000 shares of common stock.
These  options  were granted with an exercise price of $0.25 with a term of five
years.  The  fair  value  of  these  options was determined by the Company to be
approximately  $5,901.  These  charges  have  been  recorded  as  general  and
administrative  expenses  during  the  year  ended  December  31,  1999.

In  November 1999, the Company entered into a website development agreement with
an  outside  consulting service. In conjunction with this agreement, the Company
issued  warrants to purchase 300,000 shares of Common Stock. These warrants were
granted with an exercise price of $0.25 and a term of four years. The fair value
of  these  warrants  was  determined by the Company to be approximately $68,272.
These  charges  are amortized over the twelve-month term of the agreement. As of
December  31,  1999,  the unamortized balance of the deferred expense related to
these  warrants  amounted  to $51,976, which was fully amortized during the year
ended  December  31,  2000.

In  September 1999, the board of directors of the Company approved a performance
equity plan that authorized up to 3,000,000 shares to be issued. The Company has
reserved  3,000,000  shares  of  Common  Stock  for  issuance  under  this plan.

The  Company  has  also  granted  options under non-qualified option agreements.

F-12

<PAGE>
Note  7  -  Stock  Options  and  Shareholders'  Equity  (continued)

Activity  under  the performance equity plan and non-qualified option agreements
is  as  follows:
                                                                  Weighted
                                                                  Average
                                                                  Exercise
                                                  Shares          Price
                                               ------------    ------------
Outstanding  at  December  31,  1998                     -       $       -
    Granted                                      1,915,000          0.2915
    Exercised                                            -               -
    Canceled                                      (280,000)         0.3125
                                              ------------    ------------
Outstanding  at  December  31,  1999             1,635,000       $  0.2870
    Granted                                        400,000          0.2805
    Exercised                                            -               -
    Canceled                                      (752,500)         0.2833
                                              ------------    ------------
Outstanding  at  December  31,  2000              1,282,500      $  0.2903
                                              ============    ============

Stock  Based  Compensation

During  the  years ended December 31, 2000 and 1999, some of the options granted
to  employees  under  the  plan were granted at an exercise price below the fair
market  value.  In  accordance with APB Opinion No. 25, the Company has recorded
compensation expense of $3,075 and $14,269 for the years ended December 31, 2000
and 1999 and had deferred $64,391 of future compensation expense at December 31,
1999.  All  other  stock  options issued to employees have an exercise price not
less than the fair market value of the Common Stock on the date of grant, and in
accounting  for  such  options utilizing the intrinsic value method, there is no
related  compensation  expense  recorded in the Company's consolidated financial
statements.  If  compensation  cost  for  stock-  based  compensation  had  been
determined based on the fair market value of the stock options on their dates of
grant  in  accordance  with SFAS 123, the Company's net loss for the years ended
December  31,  2000  and 1999 would have been increased to the pro forma amounts
presented  below:
                                                    December  31,
                                               2000                1999
                                           ------------         -----------
Net  loss:
   As  reported                             $  (2,211,836)        $  (619,512)
   Pro  forma                               $  (2,292,114)        $  (845,933)

Basic  and  diluted  loss  per  common  share:
   As  reported                              $     (0.07)         $    (0.05)
   Pro  forma                                $     (0.07)         $    (0.07)

The  fair value of option grants is estimated on the date of grant utilizing the
Black-Scholes  option-pricing  model  with  the  following  weighted  average
assumptions  for options granted during 2000; expected life of option of five to
six  and a half years, expected volatility of  5%, risk free interest rate of 7%
and  a  0% dividend yield. The weighted average fair value at the grant date for
stock  options  granted  during  2000  and  1999 was $0.21 and $0.28 per option.

 F-13

<PAGE>
Note  7  -  Stock  Options  and  Shareholders'  Equity  (continued)

Additional  information  relating  to stock options and warrants outstanding and
exercisable  at  December 31, 2000, summarized by exercise price are as follows:

                                                            Exercisable
                         Outstanding  Weighted  Average     Weighted     Average
                         -----------------------------    ---------   --------
     Exercise  Price                    Life       Exercise            Exercise
       Per  share           Shares     (Years)       Price     Shares    Price
    ---------------      ----------   ---------   --------  --------  ------
      $    0.25            195,000      3.9      $  0.25      195,000  $  0.25
      $    0.27            100,000      5.4      $  0.27      100,000  $  0.27
      $    0.2815          387,500      4.4      $  0.2815    287,500  $  0.2815
      $    0.3125          600,000      3.8      $  0.3125    600,500  $  0.3125

                         ----------                         ---------
                         1,282,500                          1,182,500
                         ==========                         =========

Note  8  -  Business  Acquisition

On  June 30, 1999, the Company acquired Visitcom, Inc. ("Visitcom"), a Las Vegas
show  and tour ticketing service agency. The Company issued 14,327,140 shares of
its  common  stock to purchase Visitcom. The market value of these shares on the
date  of this transaction was $0.25 per share. On September 3, 1999, the Company
repurchased  11,327,140 shares of the original issuance for $193,750 in cash due
to  subsequent  changes in the purchase price. The transaction was accounted for
as  a  purchase.  The  net  purchase price of Visitcom was $750,000. The cost in
excess of the fair value of the net assets acquired was $1,204,623, which was to
be  amortized  on  a  straight  line  basis  over  seven  years.  The results of
operations  of  Visitcom are included in the accompanying consolidated financial
statements  from  the  date  of  acquisition.

The  following  summarized unaudited pro forma financial information assumes the
acquisition had occurred on January 1, 1999. The unaudited pro forma results are
not  necessarily  indicative  of  the  results  which  might  actually have been
obtained  had the acquisition occurred as of January 1, nor are they intended to
be  indicative  of  future  results  of  operations.

                                 Year  ended  December  31,  1999
                                 -----------------------------
                                                  Pro  forma      Consolidated
                   Youticket      Visitcom       Adjustments
Amounts
                 -------------   ------------    -------------   --------------
Revenue          $     189,243   $    178,148    $        -      $      367,391

Cost  of Revenue        117,779         99,757             -            217,536
  Revenue
                  -------------   ------------    -------------   -------------
Gross  Profit            71,464         78,391              -           149,855

Selling  and  admin-
istrative  expenses    690,976        199,553      (1) 86,045           976,574
                  ------------    ------------     ------------    ------------
Net loss          $   (619,512)   $  (121,162)                     $   (826,719)
                  ============    ===========                      ============

  F-14

<PAGE>
Note  8  -  Business  Acquisition  (continued)

Loss per          $      (0.05)                                    $      (0.06)
common  share  -
basic  and  diluted

Shares used in         12,224,699                                     13,704,151
computing
earnings  per
share

(1)  To  amortize  goodwill  in  connection  with  the purchase of Visitcom on a
     straight-line  basis  over  seven  years.

The  acquisition of Visitcom on June 30, 1999 and the allocation of the purchase
price  on  the  basis  of the fair values of the assets acquired and liabilities
assumed  is  as  follows:

Components  of  Purchase  Price:

   Common  stock  issued  (14,327,140  shares)            $    3,581,785
   Repurchase  of  common  stock  (11,327,140  share         (2,831,785)
                                                           -------------
                                                          $      750,000
                                                           =============
Summary  Allocation:
   Assets                                                 $       15,362
   Liabilities                                                 (469,985)
   Goodwill                                                    1,204,623
                                                           -------------
                                                          $      750,000
                                                           =============

The  purchase  price is based on the fair value of the Company's common stock on
the  date  of  the  acquisition.


                              F-15