-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RKi6cECnGMLr0QIf5svfZW6Nhp/WDTOQ7A2dew1GP7AtB2LP123va+Uo7TTQUEnj N01T49+7vM5GJSrEgHFtKA== 0001355808-07-000018.txt : 20070209 0001355808-07-000018.hdr.sgml : 20070209 20070209103443 ACCESSION NUMBER: 0001355808-07-000018 CONFORMED SUBMISSION TYPE: SB-2 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20070208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tag Events Corp. CENTRAL INDEX KEY: 0001388855 IRS NUMBER: 205526104 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SB-2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-140545 FILM NUMBER: 07595927 BUSINESS ADDRESS: STREET 1: 1239 WEST GEORGIA STREET, SUITE 1208 CITY: VANCOUVER STATE: A1 ZIP: V6E 4R8 BUSINESS PHONE: 7782884461 MAIL ADDRESS: STREET 1: 1239 WEST GEORGIA STREET, SUITE 1208 CITY: VANCOUVER STATE: A1 ZIP: V6E 4R8 SB-2 1 sb2.txt MAIN DOCUMENT U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TAG EVENTS CORP. --------------------------- (Exact name of Registrant as specified in its charter) NEVADA 8742 APPLIED FOR - ------------- --------------------------- ---------------- (State or other Standard Industrial IRS Employer jurisdiction of Classification Identification incorporation or Number organization) Tag Events Corp. Artiom Balykin, President 1239 West Georgia Street, Suite 1208 Vancouver, British Columbia Canada V6E 4R8 Telephone: (778) 288-4461 Facsimile: (604) 669-0774 ------------------------------ (Name and address of principal executive offices) Val-u-corp Services, Inc. Attention: Daniel Kramer 1802 North Carson Street, Suite 212 Carson City, Nevada, 89701 Telephone: 775-887-8853 Facsimile: 775-887-0738 ---------------------------------------------------------- (Name, address and telephone number of agent for service) Approximate date of commencement of Proposed sale to the public: as soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. |X| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |__| If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |__| If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |__| If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following. |__| CALCULATION OF REGISTRATION FEE - ----------------------------------------------------------------------- TITLE OF EACH PROPOSED PROPOSED CLASS OF MAXIMUM MAXIMUM SECURITIES OFFERING AGGREGATE AMOUNT OF TO BE AMOUNT TO BE PRICE PER OFFERING REGISTRATION REGISTERED REGISTERED SHARE (1) PRICE (2) FEE (2) - ----------------------------------------------------------------------- common stock $45,000 $0.02 $45,000 $4.82 - ----------------------------------------------------------------------- (1) Based on the last sales price on November 4, 2006 (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE. SUBJECT TO COMPLETION, DATED FEBRUARY 8, 2007 PROSPECTUS TAG EVENTS CORP. 2,250,000 SHARES OF COMMON STOCK ----------------- The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus. Our common stock is presently not traded on any market or securities exchange. ----------------- THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. SEE SECTION ENTITLED "RISK FACTORS" ON PAGES 7-9. THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. The selling shareholders will sell our shares at $0.02 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price based upon the price of the last sale of our common stock to investors. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. ---------------- The Date Of This Prospectus Is: February 8, 2007 TABLE OF CONTENTS PAGE SUMMARY ....................................................... 6 RISK FACTORS .................................................. 7 - If we do not obtain additional financing, our business may fail ................................................ 7 - Because we have only conducted events of limited capacity, we face a high risk of business failure .................. 8 - We need to continue as a going concern if our business is to succeed ............................................... 8 - If we are unable to sign contract with a significant number of venues for the use of their facilities, our business will fail...................................................8 - If we are unable to find popular DJ's and live bands to perform at our events, our business may fail................8 - If we are unable to attract enough people to our events, our business may fail...........................................8 - If we are unable to retain key personnel, then we may not be able to implement our business..............................8 - If we are not able to effectively respond to competition, our business may fail...................................... 9 - Because our director and officer owns 57.14% of our outstanding common stock, he will make and control corporate decisions that may be disadvantageous to minority shareholders............................................... 9 - If a market for our common stock does not develop, shareholders may be unable to sell their shares .......... 9 - A purchaser is purchasing penny stock which limits his or her ability to sell the stock ............................ 9 USE OF PROCEEDS ............................................... 10 DETERMINATION OF OFFERING PRICE ............................... 10 DILUTION ...................................................... 10 SELLING SHAREHOLDERS .......................................... 10 PLAN OF DISTRIBUTION .......................................... 13 LEGAL PROCEEDINGS ............................................. 15 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.. 15 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 16 DESCRIPTION OF SECURITIES ..................................... 17 INTEREST OF NAMED EXPERTS AND COUNSEL ......................... 18 DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES .................................... 18 ORGANIZATION WITHIN LAST FIVE YEARS ........................... 18 DESCRIPTION OF BUSINESS ....................................... 18 PLAN OF OPERATION ............................................ 20 DESCRIPTION OF PROPERTY ....................................... 22 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ................ 23 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ...... 23 EXECUTIVE COMPENSATION ........................................ 24 FINANCIAL STATEMENTS .......................................... 24 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ................. 36 AVAILABLE INFORMATION ......................................... 36 SUMMARY PROSPECTIVE INVESTORS ARE URGED TO READ THIS PROSPECTUS IN ITS ENTIRETY. We are involved in event organizing and promoting in Vancouver, British Columbia. To date, we have been organizing parties and events in night clubs in Vancouver. Most of our revenue comes from selling entrance tickets to the events that we organize. Our business strategy is to continue organizing music events in night clubs. We also intend to begin organizing concerts with live bands. To help cover the expense of organizing and promoting events, we intend to arrange sponsors for our events. Sponsors will pay a fee in return for their product or corporate name being advertised at our events. To attract major sponsors we will need to increase attendance at our events and increase the popularity of our brand name. We intend to invite top DJs and live bands to perform at our events. The fee that we will have to pay to the artist to perform at our event will increase with the artist's talent and popularity. Net profit will be the amount remaining after deducting the cost of advertising, extra equipment cost, and paying the performers. Although we have been able to make a small profit before, there is no guarantee that the revenue from the door sales will continue to cover all the costs of organizing the events and return profit. If we are unable to generate significant revenue, we may be obliged to cease business operations due to lack of funds. We were incorporated on July 18, 2006 under the laws of the state of Nevada. Our principal offices are located at 1239 West Georgia Street, Suite 1208, Vancouver, British Columbia, Canada V6E 4R8. Our telephone is (778)-288-4461. THE OFFERING: SECURITIES BEING OFFERED Up to 2,250,000 shares of common stock. OFFERING PRICE The selling shareholders will sell our shares at $0.02 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price based upon the price of the last sale of our common stock to investors. TERMS OF THE OFFERING The selling shareholders will determine when and how they will sell the common stock offered in this prospectus. TERMINATION OF THE OFFERING The offering will conclude when all of the 2,250,000 shares of common stock have been sold or we, in our sole discretion, decide to terminate the registration of the shares. We may decide to terminate the registration if it is no longer necessary due to the operation of the resale provisions of Rule 144. We may also terminate the offering for no given reason whatsoever. SECURITIES ISSUED AND TO BE ISSUED 5,250,000 shares of our common stock are issued and outstanding as of the date of this prospectus. All of the common stock to be sold under this prospectus will be sold by existing shareholders. USE OF PROCEEDS We will not receive any proceeds from the sale of the common stock by the selling shareholders. SUMMARY FINANCIAL INFORMATION Balance Sheet September 30, 2006 (audited) Cash $18,330 Total Assets $18,330 Liabilities $ 0 Total Stockholders' Equity $18,330 Statement of Loss and Deficit From incorporation on July 18, 2006 to September 30, 2006 (audited) Revenue $0 Net Loss ($1,170) RISK FACTORS An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment. IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS MAY FAIL. Our business plan calls for ongoing expenses in connection with advertising and organizing our events. We have generated minimal revenue from operations to date. We expect to incur approximately $1,800 in organizational and promotional expenses in order to organize our next event following the filing of this prospectus. For the next eight months, the revenue generated by each event should be sufficient to pay for the organization of each subsequent event. The balance of revenue generated will be used for general administrative expenses, costs relating to the filing of our registration statement and business costs relating to negotiating and entering into agreements with venues, making arrangements for entertainment and sponsorship. In the four to six months thereafter, we will require approximately an additional $20,000 to be able to organize more events of higher capacity. In order to expand our business operations, we anticipate that we will have to raise additional funding. If we are not able to raise the capital necessary to fund our business expansion objectives, we may have to delay the implementation of our business plan. We do not currently have any arrangements for financing. Obtaining additional funding will be subject to a number of factors, including general market conditions, investor acceptance of our business plan and initial results from our business operations. These factors may impact the timing, amount, terms or conditions of additional financing available to us. The most likely source of future funds recently available to us is through the sale of additional shares of common stock. BECAUSE WE HAVE ONLY CONDUCTED EVENTS OF LIMITED CAPACITY, WE FACE A HIGH RISK OF BUSINESS FAILURE. We were incorporated on July 18, 2006 and to date have been involved in organizing smaller events of limited capacity. We have earned little revenues as of the date of this prospectus and have incurred total losses of $1,170 from our incorporation to September 30, 2006. Accordingly, you cannot evaluate our business, and therefore our future prospects, due to a minimal of operating history. To date, our business development activities have consisted solely of organizing two events and negotiating verbal agreements with one DJ and two venues. Potential investors should be aware of the difficulties normally encountered by development stage companies and the high rate of failure of such enterprises. In addition, there is no guarantee that we will be able to expand our business operations. Even if we expand our operations, at present, we do not know precisely when this will occur. WE NEED TO CONTINUE AS A GOING CONCERN IF OUR BUSINESS IS TO SUCCEED. Our business condition, as indicated in our independent accountant's audit report, raises substantial doubt as to our continuance as a going concern. To date, we have completed only part of our business plan and we can provide no assurance that we will be able to generate enough revenue from our events in order to achieve profitability. It is not possible at this time for us to predict with assurance the potential success of our business. IF WE ARE UNABLE TO SIGN CONTRACTS WITH A SIGNIFICANT NUMBER OF VENUES FOR THE USE OF THEIR FACILITIES, OUR BUSINESS WILL FAIL. The success of our business requires that we enter into contracts with various venues respecting the use of their facilities for our events. If we are unable to conclude agreements with such venues, or if any agreements we reach with them are not on favorable terms that allow us to generate profit, our business will fail. To date, we have no written contracts with any venues. IF WE ARE UNABLE TO FIND POPULAR DJ'S AND LIVE BANDS TO PERFORM AT OUR EVENTS, OUR BUSINESS MAY FAIL We will have to constantly deliver new and exiting entertainment to our clientele. If we are unable to find popular performers or to reach agreements with them on favorable terms that allow us to generate profit, our business will fail. IF WE ARE UNABLE TO ATTRACT ENOUGH PEOPLE TO OUR EVENTS, OUR BUSINESS WILL FAIL. Since our revenue comes almost exclusively from admission fees that our people pay when they attend our events, we need to attract enough people to our events in order to cover our costs. If we are unable to attract enough people to our events, we will generate losses and our business to fail. IF WE ARE UNABLE TO RETAIN KEY PERSONNEL, THEN WE MAY NOT BE ABLE TO IMPLEMENT OUR BUSINESS PLAN We depend on the services of our sole director, Artiom Balykin, for the future success of our business. The loss of the services of Mr. Balykin could have an adverse effect on our business, financial condition and results of operations. We do not carry any key personnel life insurance policies on Mr. Balykin and we do not have a contract for his services. IF WE ARE NOT ABLE TO EFFECTIVELY RESPOND TO COMPETITION, OUR BUSINESS MAY FAIL There are thousands of event promoters of various sizes that compete directly with us. Some of these competitors have established businesses with substantial following and valuable contacts. We will attempt to compete against these groups by establishing networks of promoters who will keep in regular personal contact with our clientele. We cannot assure you that such a marketing plan will be successful or that competitors will not copy our business strategy. Our inability to achieve profit and revenue due to competition will have an adverse effect on our business, financial condition and results of operations. BECAUSE OUR DIRECTOR AND OFFICER OWNS 57.14% OF OUR OUTSTANDING COMMON STOCK, HE WILL MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY SHAREHOLDERS. Mr. Balykin, our director and officer, owns approximately 57.14% of the outstanding shares of our common stock. Accordingly, he will have significant influence in determining the outcome of all corporate transactions or other matters, including the election of directors, mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. The interests of Mr. Balykin may differ from the interests of the other stockholders and may result in corporate decisions that are disadvantageous to other shareholders. IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO SELL THEIR SHARES. There is currently no market for our common stock and a market may not develop. We currently plan to apply for quotation of our common stock on the OTC Bulletin Board upon the effectiveness of our registration statement, of which this prospectus forms a part. However, there is no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize. If no market is ever developed for our shares, it will be difficult for shareholders to sell their stock. In such a case, shareholders may find that they are unable to achieve benefits from their investment. A PURCHASER IS PURCHASING PENNY STOCK WHICH LIMITS THE ABILITY TO SELL THE STOCK. The shares offered by this prospectus constitute penny stock under the Exchange Act. The shares will remain penny stock for the foreseeable future. "Penny stock" rules impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors, that is, generally those with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with a spouse. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prescribed by the Commission relating to the penny stock market. The broker- dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks. Consequently, the "penny stock" rules may restrict the ability of broker-dealers to sell our shares of common stock. The market price of our shares would likely suffer as a result. FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual results are most likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in the "Risk Factors" section and elsewhere in this prospectus. USE OF PROCEEDS We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling shareholders. DETERMINATION OF OFFERING PRICE The selling shareholders will sell our shares at $0.02 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price, based upon the price of the last sale of our common stock to investors. DILUTION The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders. SELLING SHAREHOLDERS The selling shareholders named in this prospectus are offering all of the 2,250,000 shares of common stock offered through this prospectus. These shares were acquired from us in a private placement that was exempt from registration under Regulation S of the Securities Act of 1933. The shares include the following: 1. 1,500,000 shares of our common stock that the selling shareholders acquired from us in an offering that was exempt from registration under Regulation S of the Securities Act of 1933 and was completed on August 3, 2006; 2. 750,000 shares of our common stock that the selling shareholders acquired from us in an offering that was exempt from registration under Regulation S of the Securities Act of 1933 and was completed on November 4, 2006; The following table provides as of the date of this prospectus, information regarding the beneficial ownership of our common stock held by each of the selling shareholders, including: 1. the number of shares owned by each prior to this offering; 2. the total number of shares that are to be offered for each; 3. the total number of shares that will be owned by each upon completion of the offering; and 4. the percentage owned by each upon completion of the offering. Total Number Of Shares To Total Shares Percent Be Offered For Owned Upon Owned Upon Shares Owned Selling Completion Completion Name of Selling Prior To This Shareholder Of This Of This Stockholder Offering Account Offering Offering - -------------------------------------------------------------------------------- Elena Avdasseva 250,000 250,000 Nil Nil 704-1155 Beach Ave Vancouver, BC V6E 1V2 Ludmila Balykin 250,000 250,000 Nil Nil 2950 Renfrew St Vancouver BC V5M 3K6 Jessamine Wong 250,000 250,000 Nil Nil 3490 Fairmont Rd N Vancouver BC V7R 2W9 Chih-Chun Wu 250,000 250,000 Nil Nil No. 6 Hua Nan Road Longstan County, Taoyuan, Taiwan Albert Au 250,000 250,000 Nil Nil 6250 Kings Lynn St Vancouver, BC V5S 4V5 Gan Lee Sue 250,000 250,000 Nil Nil 6250 Kings Lynn St Vancouver, BC V5S 4V5 Arthur Goutsouliak 25,000 25,000 Nil Nil 1510 W 59th Ave Vancouver, BC V6P 1Z2 Braden Lichti 25,000 25,000 Nil Nil 1500 How Apt 1709 Vancouver, BC V6Z 2N1 Alex Alexandrov 25,000 25,000 Nil Nil 6476 184A St Cloverdale BC V3S 8T1 Alexander Balykin 25,000 25,000 Nil Nil 5729 Nanaimo st Vancouver, BC V6E 1V2 Nikolai Avdassev 25,000 25,000 Nil Nil 95-614 Willingdon Ave Burnaby, BC V5H 2T9 Olena Moroz 25,000 25,000 Nil Nil 106-10971 Morfield Road Richmond, BC V7A 2W5 Ryan Nickson 25,000 25,000 Nil Nil Apt 106-230 E. 2nd St North Vancouver, BC V7L 1C5 Total Number Of Shares To Total Shares Percent Be Offered For Owned Upon Owned Upon Shares Owned Selling Completion Completion Name of Selling Prior To This Shareholder Of This Of This Stockholder Offering Account Offering Offering - -------------------------------------------------------------------------------- Albina Parrik 25,000 25,000 Nil Nil 4405 Powell Ave Montreal, Quebec H4P 1E5 Vartan Kaprielov 25,000 25,000 Nil Nil 11682 James-Morrice Montreal, Quebec H3M 2E8 Georgi Parrik 25,000 25,000 Nil Nil 4405 Powel Ave Montreal, Quebec 4HP 1E5 Aivo Kutter 25,000 25,000 Nil Nil 4405 Powel Ave Montreal, Quebec 4HP 1E5 Irina Balykin 25,000 25,000 Nil Nil 5729 Nanaimo St Vancouver, BC V6E 1V2 Caz Vasher 50,000 50,000 Nil Nil 1772 S.E. Marine Dr Vancouver, BC V5P 2R8 Dmitry Lyakutin 50,000 50,000 Nil Nil 128 8th Ave W unit 206 North Vancouver BC V7M 3M1 Maya Raskovic 50,000 50,000 Nil Nil 311-7035 Balmoral St Burnaby, BC V5E 1J4 Oxana Avdaseva 50,000 50,000 Nil Nil 95-6141 Willingdon Ave Burnaby, BC V5H 2J9 Tamara Ishutkina 50,000 50,000 Nil Nil 63-5 Kombinostroiteley Birobidjan, EAO 679 014, Russia Andrey Simonenko 50,000 50,000 Nil Nil 2416 West 15th Ave Vancouver, BC V6K 2Z2 Elena Dannikova 50,000 50,000 Nil Nil 128 8th Ave W unit 206 North Vancouver BC V7M 3M1 Olga Malitski 50,000 50,000 Nil Nil 5186 Smith Ave Burnaby, BC V5G 2W9 Total Number Of Shares To Total Shares Percent Be Offered For Owned Upon Owned Upon Shares Owned Selling Completion Completion Name of Selling Prior To This Shareholder Of This Of This Stockholder Offering Account Offering Offering - -------------------------------------------------------------------------------- Anna Grabarnik 25,000 25,000 Nil Nil 9678 Sallal Place Surrey, BC V3T 5A6 Roland Asmar 25,000 25,000 Nil Nil 854 Car Simon Montreal, Quebec H4M 2W3 The named party beneficially owns and has sole voting and investment power over all shares or rights to these shares. The numbers in this table assume that none of the selling shareholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold. The percentages are based on 5,250,000 shares of common stock outstanding on the date of this prospectus. Our sole director and officer, Artiom Balykin is related to the following shareholders: Ludmila Balykin - mother Alexander Balykin - father Irina Balykin - sister Otherwise, none of the selling shareholders: (1) has had a material relationship with us other than as a shareholder at any time within the past three years; or (2) has ever been one of our officers or directors. PLAN OF DISTRIBUTION Following the effective date of this registration statement, we intend to apply to have our shares quoted for trading on the OTC Bulletin Board. In order to accomplish this, we will need to retain a market maker to file an application on our behalf. We have not engaged a market marker and there is no assurance that we will be able to do so. There is no assurance that our stock will be quoted on the OTC Bulletin Board or that a market maker will file an application for a quotation on our behalf in order to make a market for our common stock. The selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions: The selling shareholders will sell our shares at $0.02 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price arbitrarily based upon the price of the last sale of our common stock to investors. The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144. The selling shareholders may also sell their shares directly to market makers acting as principals or brokers or dealers, who may act as agent or acquire the common stock as a principal. Any broker or dealer participating in such transactions as agent may receive a commission from the selling shareholders, or, if they act as agent for the purchaser of such common stock, from such purchaser. The selling shareholders will likely pay the usual and customary brokerage fees for such services. Brokers or dealers may agree with the selling shareholders to sell a specified number of shares at a stipulated price per share and, to the extent such broker or dealer is unable to do so acting as agent for the selling shareholders, to purchase, as principal, any unsold shares at the price required to fulfill the respective broker's or dealer's commitment to the selling shareholders. Brokers or dealers who acquire shares as principals may thereafter resell such shares from time to time in transactions in a market or on an exchange, in negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices, and in connection with such re-sales may pay or receive commissions to or from the purchasers of such shares. These transactions may involve cross and block transactions that may involve sales to and through other brokers or dealers. If applicable, the selling shareholders may distribute shares to one or more of their partners who are unaffiliated with us. Such partners may, in turn, distribute such shares as described above. We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders. We are bearing all costs relating to the registration of the common stock. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock. The selling shareholders must comply with the requirements of the Securities Act and the Securities Exchange Act in the offer and sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things: 1. Not engage in any stabilization activities in connection with our common stock; 2. Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and 3. Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Securities Exchange Act. The Securities Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which: * contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; * contains a description of the broker's or dealer's duties to the customer and the rights and remedies available to the customer with respect to a violation of such duties * contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask price; * contains a toll-free telephone number for inquiries on disciplinary actions * defines significant terms in the disclosure document or in the conduct of trading penny stocks; and * contains such other information and is in such form (including language, type, size, and format) as the Commission shall require by rule or regulation; The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer: * with bid and offer quotations for the penny stock; * the compensation of the broker-dealer and its salesperson in the transaction; * the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and * monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities. LEGAL PROCEEDINGS We are not currently a party to any legal proceedings. Our address for service of process in Nevada is 1802 N. Carson Street, Suite 212, Carson City, Nevada, 89701. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS Our executive officers and directors and their respective ages as of the date of this prospectus are as follows: DIRECTORS: NAME OF DIRECTOR AGE - ----------------------- ----- Artiom Balykin 27 EXECUTIVE OFFICERS: NAME OF OFFICER AGE OFFICE - --------------------- ----- ------- Artiom Balykin 27 President, Chief Executive Officer, Secretary, Treasurer, And Director BIOGRAPHICAL INFORMATION Set forth below is a brief description of the background and business experience of each of our executive officers and directors for the past five years. MR. BALYKIN has acted as our President and as a director since our incorporation on July 18, 2006. Mr Balykin devotes about 20% of his business time to planning and organizing events for Tag Events Corp. From June 2006 to present, Mr. Balykin has worked as a self-employed consultant providing administrative services to various companies. From September 2004 to July 2006, he was involved in event planning in rented halls and nightclubs. During the same time, Mr Balykin was also involved in marketing and finding new placements for an entertainment company involved in the distribution of arcade games. From September 2000 to April 2005, Mr. Balykin was a full time business student at the University of British Columbia's Sauder School of Business. He graduated with a Bachelor of Commerce degree in May 2005. TERM OF OFFICE Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board. We have no employees other than the officers and directors described above. CONFLICTS OF INTEREST We do not have any procedures in place to address conflicts of interest that may arise in our directors between our business and their other business activities. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding common stock as of the date of this prospectus, and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly. AMOUNT OF TITLE OF NAME AND ADDRESS BENEFICIAL PERCENT CLASS OF BENEFICIAL OWNER OWNERSHIP OF CLASS - -------------------------------------------------------------------------------- COMMON Artiom Balykin 3,000,000 57.14% STOCK President, Chief Executive Officer, Treasurer, Secretary And Director 704-1155 Beach Avenue Vancouver, B.C. Canada COMMON All officers and directors 3,000,000 57.14% STOCK as a group that consists of shares one person The percent of class is based on 5,250,000 shares of common stock issued and outstanding as of the date of this prospectus. DESCRIPTION OF SECURITIES GENERAL Our authorized capital stock consists of 75,000,000 shares of common stock at a par value of $0.001 per share. COMMON STOCK As of February 8, 2007, there were 5,250,000 shares of our common stock issued and outstanding that are held by 29 stockholders of record. Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of our common stock representing a majority of the voting power of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our articles of incorporation. Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock. PREFERRED STOCK We do not have an authorized class of preferred stock. DIVIDEND POLICY We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future. SHARE PURCHASE WARRANTS We have not issued and do not have outstanding any warrants to purchase shares of our common stock. OPTIONS We have not issued and do not have outstanding any options to purchase shares of our common stock. CONVERTIBLE SECURITIES We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock. INTERESTS OF NAMED EXPERTS AND COUNSEL No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee. Daniel C. Masters, our legal counsel, has provided an opinion on the validity of our common stock. We retained him solely for the purpose of providing this opinion and have not received any other legal services from him. The financial statements included in this prospectus and the registration statement have been audited by Dale Matheson Carr-Hilton LaBonte LLP, "DMCL" Chartered Accountants, to the extent and for the periods set forth in their report appearing elsewhere in this document and in the registration statement filed with the SEC, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting. DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES Our directors and officers are indemnified as provided by the Nevada Revised Statutes and our Bylaws. We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to court of appropriate jurisdiction. We will then be governed by the court's decision. ORGANIZATION WITHIN LAST FIVE YEARS We were incorporated on July 18, 2006 under the laws of the state of Nevada. On that date, Artiom Balykin was appointed as our director. As well, Mr. Balykin was appointed as our president, chief executive officer, treasurer and secretary. DESCRIPTION OF BUSINESS IN GENERAL We are involved in music event organization and promotion. We were formed as a corporation pursuant to the laws of Nevada on July 18, 2006. To date, we have held two recorded music events in Vancouver night clubs featuring locally known disc jockeys ("DJ's"). We generate revenue at such events by selling admission tickets to the people that wish to attend our events. Our president was involved in the organization of music and DJ events in the two years preceding the formation of our company. During that period, he developed valuable contacts in the Vancouver entertainment and promotions industry. We intend to take advantage of Mr Balykin's experience and his contacts. Our business strategy is to continue organizing DJ events in night clubs. We also intend to begin organizing live music concerts in the Greater Vancouver, British Columbia area. To help cover some of the expenses of organizing and promoting events, we will seek sponsors for our events. Sponsors will pay a fee in return for their product being advertised at our events. To attract prominent sponsors, we will need to increase attendance at our events and increase the popularity of our brand. We intend to invite top DJ's and live bands to perform at our events. As the quality and popularity of our performers increases, we will have to pay higher amounts to secure such artists. Net profit, if any, will be the amount remaining after deducting the costs of advertising the event and paying the performers. AGREEMENTS WITH PERFORMERS Currently, we have had two DJ's that have performed at our initial events and have verbally indicated that they will perform at future events. We will also attempt to establish similar relationships with new DJ's and live bands. We will solicit potential performers by contacting them personally or by contacting their agents and representatives. First, we intend to rely on our president's past contacts in the industry. As well, other performers will be selected based on their past performances, their talent, recordings, and our belief whether they appeal to our clientele. We do not intend on signing regular performance contracts with performers due to the constantly changing tastes and demands in the entertainment industry. Instead, we will execute single event contracts with most artists. The performers will be paid between $500 and $3,000 per show, based on their popularity and the size of the event. Generally, we intend to pay the artist one third of their fee before the event and the rest immediately after the event. As our operations expand, we will attempt to secure agreements with performers that will attract larger crowds in sizable venues. Such artists will request substantially more money for their services. AGREEMENT WITH VENUE OWNERS/MANAGERS Generally, when we secure a venue for an event, we do not pay any rental fee for the use of their facilities. Instead, the venue retains all the revenue from sale of alcohol and any refreshments. Currently we have a few nightclubs with which we have verbal agreements to conduct events on regular basis. We will contact additional venues with view of executing additional agreements with them. We will attempt to execute as many written agreements as possible; however some of the agreements will have to be oral due to the nature of the night club promotions industry. There is no guarantee that we will able to execute sufficient number of agreements to stay in business. If the venue manager is not convinced that our event will generate sufficient bar revenue, we may not be able to reach a rental agreement, or be required to pay a deposit or a rental fee. Even if we reach a sufficient number of written agreements most of them are not easily enforceable due to high legal enforcement costs. We will have to rely mostly on good faith of the venue management. As our operations expand, we will consider renting venues and obtaining liquor licenses for significant events. In such situations, our cost of organization, promotion and security will be greater, but we will likely generate more revenue through the sale of alcohol. The following are typical terms between the promoter and venue during an event: AGREEMENT WITH SPONSORS Sponsors pay a cash fee in consideration for us advertising their products at one of our events. We intend to contact potential sponsors with view of executing contracts with them for regular sponsorships. In particular, we intend to contact beer and hard liquor companies and their distribution agents. ADVERTISING AND PROMOTING For each event, we allocate advertising expense and decide on the advertising media. The following is a list of advertising media we currently use or intend to use at our events: - INTERNET ADVERTISING: advertising on night life promotion websites, building email lists and sending out invitations for each event - FLYERS AND POSTERS: designing, printing and distributing flyers and posters to our potential clientele before each event - PROMOTERS NETWORK: building a promotion team that advertise our events via word of mouth - OTHER MEDIA: advertising on TV, radio, newspaper CONDUCTING THE EVENT To make sure our events are successful, we prepare the venue by checking the sound equipment and lighting equipment. On occasion, we have to supply rental sound equipment to supplement older, less reliable sound systems. We ensure that there are security personnel on duty and first aid attendants readily available. At the end of the event, we may be responsible for removing decorations and returning the extra equipment. SHARE OF MARKET Our expected share of the event promotion market is difficult to determine given that most promoters are private businesses that have no duty to publicly disclose their revenue. However, we believe that due to the vast size of the promotion market in Canada, our market share will likely be less than one percent. COMPLIANCE WITH GOVERNMENT REGULATION We do not believe that government regulation will have a material impact on the way we conduct our business. EMPLOYEES We have no employees as of the date of this prospectus other than our sole director. RESEARCH AND DEVELOPMENT EXPENDITURES We have not incurred any other research or development expenditures since our incorporation. SUBSIDIARIES We do not have any subsidiaries. PATENTS AND TRADEMARKS We do not own, either legally or beneficially, any patents or trademarks. PLAN OF OPERATION Our plan of operation for the twelve months following the date of this prospectus is to enter into agreements with Vancouver based night clubs and other venues in order to secure access to establishments for our event. We will also contact DJ's and live musicians with a local following in order to secure their participation at our events. In the next 12 months, we intend to contact all suitable venues in the Vancouver, British Columbia area with a view to executing a venue rental agreement with us. We also plan to contact and secure sponsors for our events during this period. Our president has had business relationships with ten local venues and five DJ's in the past that he will seek to reestablish. The specific business milestones that we hope to achieve are as follows: - From February to June 2007, we would like to execute agreements with at least two venues regarding specific and ongoing events. During this time, we also plan to hold three events by relying upon venues and performers with whom our president has had previous dealings. These events will likely be at night clubs with a maximum capacity of 400. - From July to September 2007, we plan to organize six (two per month) events using our existing and newly established contacts. During this period, we intend to start organizing events of larger scale at venues of maximum capacity of 800. - From October 2007 to March 2008, we plan to organize 20 events (one per week) mostly in venues that have signed contracts with us and mostly with new performers and artists. We expect that some of these events will be held at larger venues with a maximum capacity of 3,000. By the end of this period, we hope to have two regular sponsors at each of our events. The expected costs of a typical event are outlined below. These figures assume that we will not incur any venue rental costs: Small Event Medium Event Large Event Costs: per capacity 400 800 3000 Design, theme, decorations $200 $300 $1,000 Printing flyers and posters $500 $700 $2,500 Add/banner costs (newspaper, TV, online) $500 $800 $1,500 DJ/Performers $500 $700 $3,000 Equipment $100 $200 $2,000 Total: $1,800 $2,700 $10,000 We intend to retain one full-time promoter in the next six months, as well as an additional full-time promoter in the six months thereafter. These individuals will be independent contractors compensated solely in the form of percentage of net profit from our events. Typical duties of a promoter would be to collect email addresses and send out email-invitations, hand out flyers and poster posters, advertise our events online on night life websites and forums and help to plan and organize events. We expect to pay our promoters 10% of the gross revenue we realize from each event. In addition, in the next 12 months, we anticipate spending $5,000 on general administrative costs and $15,000 on administrative fees, including fees payable in connection with the filing of this registration statement and complying with reporting obligations. EVENT PROFIT Our profit comes in form of cash paid by the people that attend our events at the entrance. We usually charge between five and twenty dollars per person per event depending on the venue, the size of the event, and the type of show. For a small event with a maximum capacity of 400 people, we would generate approximate gross revenue of $4,000 with full capacity and an admission charge of $10 per person. Of this amount, $1,800 would cover our expenses as listed above and $400 would cover the costs of our promoter (ie. 10% of $4,000; Our net profit in such a scenario would therefore be $1,800. This amount would vary depending on the number of tickets we sell to each event. While we have sufficient funds on hand to continue business operations, we can not guarantee the profitability of our events and therefore our cash reserves may not be sufficient to meet our obligations for the next twelve-month period. As a result, we may need to seek additional funding in the near future. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We may also seek to obtain short-term loans from our directors, although no such arrangement has been made. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future equity financing. If we are unable to raise the required financing, we will be delayed in conducting our business plan. Our ability to generate sufficient cash to support our operations will be based upon our promoting team's ability to attract enough people to our events. Because we will be concentrating our efforts on executing agreements and securing bookings during the next six months, we do not expect to realize any significant revenue during that time. Once we have secured enough booking contracts, we will concentrate our efforts on growing our network of promoters and finding performers that will appeal to our clientele. RESULTS OF OPERATIONS FOR PERIOD ENDING SEPTEMBER 30, 2006 We did not earn any revenue during the period from our inception on July 18, 2006 to September 30, 2006. We do not anticipate earning significant revenues until such time as we have entered into regular booking contracts with venues and commenced conducting events of greater magnitude and with more frequency. We incurred operating expenses in the amount of $1,170 for the period from our inception on July 18, 2006 to September 30, 2006. These operating expenses were comprised of donated management fees recorded at $1,000, office expenses of $136 and bank charges of $34. We have not attained profitable operations and are dependent upon obtaining financing to complete our proposed business plan. For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern. DESCRIPTION OF PROPERTY We do not ownership or leasehold interest in any property. Our president, Mr. Artiom Balykin, provides us with office space and related office services free of charge. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us: * Any of our directors or officers; * Any person proposed as a nominee for election as a director; * Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock; * Any of our promoters; * Any relative or spouse of any of the foregoing persons who has the same house as such person. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS NO PUBLIC MARKET FOR COMMON STOCK There is presently no public market for our common stock. We anticipate applying for trading of our common stock on the over the counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part. However, we can provide no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize. STOCKHOLDERS OF OUR COMMON SHARES As of the date of this registration statement, we have 27 registered shareholders. RULE 144 SHARES A total of 3,000,000 shares of our common stock are available for resale to the public after July 28, 2007 in accordance with the volume and trading limitations of Rule 144 of the Act. In general, under Rule 144 as currently in effect, a person who has beneficially owned shares of a company's common stock for at least one year is entitled to sell within any three month period a number of shares that does not exceed the greater of: 1. 1% of the number of shares of the company's common stock then outstanding which, in our case, will equal 52,500, shares as of the date of this prospectus; or 2. the average weekly trading volume of the company's common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the company. Under Rule 144(k), a person who is not one of the company's affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, is entitled to sell shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144. As of the date of this prospectus, persons who are our affiliates hold all of the 3,000,000 shares that may be sold pursuant to Rule 144. STOCK OPTION GRANTS To date, we have not granted any stock options. REGISTRATION RIGHTS We have not granted registration rights to the selling shareholders or to any other persons. DIVIDENDS There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend: 1. we would not be able to pay our debts as they become due in the usual course of business; or 2. our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution. We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future. EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us from our inception on July 18, 2006 to the date of this registration statement. ANNUAL COMPENSATION OTHER RESTRICTED OPTIONS/ LTIP ANNUAL STOCK * SARS PAYOUTS OTHER NAME TITLE YEAR SALARY BONUS COMP. (#) ($) COMP. _____________________________________________________________________________ Artiom Pres., 2006 $0 0 0 0 0 0 0 Balykin CEO Sec & Dir FINANCIAL STATEMENTS Index to Financial Statements: 1. Report of Independent Registered Public Accounting Firm; 2. Audited financial statements for the period ended September 30, 2006, including: a. Balance Sheet; b. Statement of Operations; c. Statement of Cash Flows; d. Statement of Stockholders' Equity; and e. Notes to Financial Statements TAG EVENTS CORP. (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS SEPTEMBER 30, 2006 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM BALANCE SHEET STATEMENT OF OPERATIONS STATEMENT OF CASH FLOWS STATEMENT OF STOCKHOLDERS' EQUITY NOTES TO THE FINANCIAL STATEMENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Tag Events Corp.: We have audited the accompanying balance sheet of Tag Events Corp. (a development stage company) as of September 30, 2006 and the statements of operations, stockholders' equity and cash flows for the period from July 18, 2006 (date of inception) through September 30, 2006. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, these financial statements present fairly, in all material respects, the financial position of Tag Events Corp. as of September 30, 2006 and the results of its operations and its cash flows and the changes in stockholders' equity for the period from July 18, 2006 (date of inception) through September 30, 2006 in accordance with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company is in the development stage and has losses from operations since inception. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. "DMCL" DALE MATHESON CARR-HILTON LABONTE LLP "DMCL" CHARTERED ACCOUNTANTS Vancouver, Canada January 15, 2007 TAG EVENTS CORP. (A Development Stage Company) BALANCE SHEET - -------------------------------------------------------------------------- September 30, 2006 - -------------------------------------------------------------------------- ASSETS CURRENT Cash $ 18,330 TOTAL ASSETS $ 18,330 - -------------------------------------------------------------------------- STOCKHOLDERS' EQUITY STOCKHOLDERS' EQUITY Common stock (Note 3) Authorized: 75,000,000 common shares, par value $0.001 per share Issued and outstanding: 5,200,000 common shares $ 5,200 Additional paid-in capital 14,300 Deficit accumulated during the development stage (1,170) Total stockholders' equity 18,330 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 18,330 - -------------------------------------------------------------------------- GOING CONCERN CONTINGENCY (NOTE 1) SUBSEQUENT EVENT (NOTE 6) The accompanying notes are an integral part of these financial statements TAG EVENTS CORP. (A Development Stage Company) STATEMENT OF OPERATIONS
July 18, 2006 (Date of Inception) to September 30, 2006 ADMINISTRATION EXPENSES Bank charges and interest $ 34 Management fees (Note 4) 1,000 Office expenses 136 NET LOSS $ (1,170) BASIC AND DILUTED LOSS PER SHARE $ (0.00) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING SHARES OUTSTANDING 3,437,162
The accompanying notes are an integral part of these audited financial statements TAG EVENTS CORP. (A Development Stage Company) STATEMENT OF STOCKHOLDERS' EQUITY
Common Stock Additional Deficit Accumulated Paid-in During the Number Amount Capital Development Stage Total BALANCE, July 18, 2006 (Date of Inception) - $ - $ - $ - $ - Common stock issued for cash at $0.001 per share, July 31, 2006 3,500,000 3,500 - - 3,500 Common stock issued for cash at $0.001 per share, August 31, 2006 1,000,000 1,000 - - 1,000 Common stock issued for cash at $0.02 per share, August 31, 2006 350,000 350 6,650 - 7,000 Common stock issued for cash at $0.02 per share, September 30, 2006 350,000 350 6,650 - 7,000 Donated services - - 1,000 - 1,000 Net loss - - - (1,170) (1,170) BALANCE, September 30, 2006 5,200,000 5,200 $ 14,300 $ (1,170) $ 18,330
The accompanying notes are an integral part of these financial statements TAG EVENTS CORP. (A Development Stage Company) STATEMENT OF CASH FLOWS
July 18, 2006 (Date of Inception) to September 30, 2006 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (1,170) Non-cash item: Donated capital 1,000 Net cash used in operations (170) CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common shares 18,500 Net cash provided by financing activities 18,500 INCREASE IN CASH 18,330 CASH, BEGINNING - CASH, ENDING $ 18,330 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: CASH PAID DURING THE PERIOD FOR: Interest $ - Income taxes $ -
The accompanying notes are an integral part of these audited financial statements TAG EVENTS CORP. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2006 1. NATURE AND CONTINUANCE OF OPERATIONS The Company was incorporated in the State of Nevada on July 18, 2006. The Company is in the business of organizing events. The Company is considered to be a development stage company and has not generated any revenues from operations. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As of September 30, 2006, the Company has not yet achieved profitable operations and has accumulated a deficit of $1,170. Its ability to continue as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that the Company will be able to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. Management believes that the Company has adequate funds to carry on operations for the upcoming fiscal year. 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and are presented in US dollars. Development Stage Company The Company complies with Statements of Financial Accounting Standards ("SFAS") "Development Stage Enterprises" No 7. Financial Instrument The fair value of the Company's financial instrument, consisting of cash approximates its carrying value based upon its immediate or short-term maturity of this instrument. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from this financial instrument. Use of Estimates Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involving the use of estimates which have been made using careful judgment. Actual results may vary from these estimates. Income Taxes The Company has adopted Statements of SFAS No. 109 - "Accounting for Income Taxes". SFAS No. 109 requires the use of the asset and liability method of accounting of income taxes. Under the asset and liability method of SFAS No. 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. TAG EVENTS CORP. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2006 2. SIGNIFICANT ACOUNTING POLICIES (cont'd{ellipsis}) Foreign Currency Translation In accordance with SFAS No. 52, "Foreign Currency Translation", foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets are translated at the transaction date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations. Loss Per Share In accordance with SFAS No. 128 - "Earnings Per Share", the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At September 30, 2006, the Company had no dilutive stock equivalents, accordingly diluted loss per share is equal to basic loss per share. Stock-based Compensation The Company has adopted SFAS No. 123 "Share Based Payments" since its inception. SFAS No. 123R, which replaced SFAS No. 123, "Accounting for Stock-Based Compensation" and superseded APB Opinion No. 25, "Accounting for Stock Issued to Employees". In January 2005, the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin ("SAB") No. 107, "Share-Based Payment", which provides supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant date fair value of the award. SFAS No. 123R was to be effective for interim or annual reporting periods beginning on or after June 15, 2005, but in April 2005 the SEC issued a rule that will permit most registrants to implement SFAS No. 123R at the beginning of their next fiscal year, instead of the next reporting period as required by SFAS No. 123R. The pro-forma disclosures previously permitted under SFAS No. 123 no longer will be an alternative to financial statement recognition. Under SFAS No. 123R, the Company must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation cost. The Company has not adopted a stock option plan and has not granted any stock options as at September 30, 2006 and accordingly, no stock-based compensation has been recorded to date. Recent Accounting Pronouncements In September 2006, the FASB issued SFAS No. 157, "Fair Value Measures". This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, expands disclosures about fair value measurements, and applies under other accounting pronouncements that require or permit fair value measurements. SFAS No. 157 does not require any new fair value measurements. However, the FASB anticipates that for some entities, the application of SFAS No. 157 will change current practice. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of SFAS No. 157 but does not expect that it will have a material impact on its financial statements. In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans." This Statement requires an employer to recognize the over funded or under funded status of a defined benefit post retirement plan (other than a multiemployer plan) as an asset or liability in its TAG EVENTS CORP. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2006 2. SIGNIFICANT ACOUNTING POLICIES (cont'd{ellipsis}) Recent Accounting Pronouncements (cont'd{ellipsis}) statement of financial position, and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. SFAS No. 158 is effective for fiscal years ending after December 15, 2006. The Company does not expect that the implementation of SFAS No. 158 will have any material impact on its financial position and results of operations. In September 2006, the SEC issued Staff Accounting Bulletin ("SAB") No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements." SAB No. 108 addresses how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in current year financial statements. SAB No. 108 requires companies to quantify misstatements using a balance sheet and income statement approach and to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors. SAB No. 108 is effective for periods ending after November 15, 2006. The Company is currently evaluating the impact of adopting SAB No. 108 but does not expect that it will have a material effect on its financial statements. 3. COMMON STOCK The authorized capital of the Company is 75,000,000 common shares with a par value of $ 0.001 per share. In July 2006, the Company issued 3,500,000 shares of common stock at a price of $0.001 per share for total cash proceeds of $3,500. In August 2006, the Company issued 1,000,000 shares of common stock at a price of $0.001 per share for total cash proceeds of $1,000. In August 2006, the Company also issued 350,000 shares of common stock at a price of $0.02 per share for total cash proceeds of $7,000. In September 2006, the Company issued 350,000 shares of common stock at a price of $0.02 per share for total cash proceeds of $7,000. 4. RELATED PARTY TRANSACTIONS The Company recognized services donated services by a director of the Company for management fees, valued at $500 per month, totaling $1,000 for the period from August 1, 2006 to September 30, 2006. Related party transactions are recorded at the exchange amount, which is the amount agreed between the related parties. 5. INCOME TAXES At September 30, 2006, the Company has accumulated non-capital losses totaling $1,170, which are available to reduce taxable income in future taxation years. These losses expire beginning 2026. The potential benefit of those losses, if any, has not been recorded in the financial statements as these losses are not likely to be realized. TAG EVENTS CORP. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2006 6. SUBSEQUENT EVENT In November 2006, the Company issued 50,000 shares of common stock at a price of $0.02 per share for total proceeds of $1,000. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS We have had no changes in or disagreements with our accountants. AVAILABLE INFORMATION We have filed a registration statement on form SB-2 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits. Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of the company. We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving the company, and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials. You may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission's principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. Our registration statement and the referenced exhibits can also be found on this site. Until ____, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS INDEMNIFICATION OF DIRECTORS AND OFFICERS Our officers and directors are indemnified as provided by the Nevada Revised Statutes and our bylaws. Under the NRS, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation that is not the case with our articles of incorporation. Excepted from that immunity are: (1) a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest; (2) a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful); (3) a transaction from which the director derived an improper personal profit; and (4) willful misconduct. Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless: (1) such indemnification is expressly required to be made by law; (2) the proceeding was authorized by our Board of Directors; (3) such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Nevada law; or (4) such indemnification is required to be made pursuant to the bylaws. Our bylaws provide that we will advance all expenses incurred to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was our director or officer, or is or was serving at our request as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request. This advanced of expenses is to be made upon receipt of an undertaking by or on behalf of such person to repay said amounts should it be ultimately determined that the person was not entitled to be indemnified under our bylaws or otherwise. Our bylaws also provide that no advance shall be made by us to any officer in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding; or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision- making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to our best interests. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The estimated costs of this offering are as follows: Securities and Exchange Commission registration fee $ 4.82 Transfer Agent Fees $ 2,000.00 Accounting fees and expenses $ 8,000.00 Legal fees and expenses $ 3,000.00 Edgar filing fees $ 1,500.00 ----------- Total $ 14,504.82 =========== All amounts are estimates other than the Commission's registration fee. We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale. RECENT SALES OF UNREGISTERED SECURITIES We completed an offering of 4,500,000 shares of our common stock at a price of $0.001 per share to a total of seven purchasers on August 31, 2006. The total amount received from this offering was $4,500. We completed this offering pursuant to Regulation S of the Securities Act. Of these shares, 3,000,000 were issued Artiom Balykin, our president, chief executive officer, treasurer, secretary and sole director. The remaining purchasers in this offering were as follows: Name of Subscriber Number of Shares Elena Avdasseva 250,000 Ludmila Balykin 250,000 Jessamine Wong 250,000 Chih-Chun Wu 250,000 Albert Au 250,000 Gan Lee Sue 250,000 We completed an offering of 750,000 shares of our common stock at a price of $0.02 per share to a total of 22 purchasers on November 4, 2006. The total amount received from this offering was $15,000. We completed this offering pursuant to Regulation S of the Securities Act. The purchasers were as follows: Name of Subscriber Number of Shares Arthur Goutsouliak 25,000 Braden Lichti 25,000 Alexander Balykin 25,000 Nikolai Avdassev 25,000 Olena Moroz 25,000 Ryan Nickson 25,000 Albina Parrik 25,000 Vartan Kaprielov 25,000 Georgi Parrik 25,000 Aivo Kutter 25,000 Irina Balykin 50,000 Caz Vasher 50,000 Dmitry Lyakutin 50,000 Maya Raskovic 50,000 Oxana Avdaseva 50,000 Tamara Ishutkina 50,000 Andrey Simonenko 50,000 Elena Dannikova 50,000 Olga Malitski 50,000 Anna Grabarnik 25,000 Roland Asmar 25,000 REGULATION S COMPLIANCE Each offer or sale was made in an offshore transaction; Neither we, a distributor, any respective affiliates nor any person on behalf of any of the foregoing made any directed selling efforts in the United States; Offering restrictions were, and are, implemented; No offer or sale was made to a U.S. person or for the account or benefit of a U.S. person; Each purchaser of the securities certifies that it was not a U.S. person and was not acquiring the securities for the account or benefit of any U.S. person; Each purchaser of the securities agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration; and agreed not to engage in hedging transactions with regard to such securities unless in compliance with the Act; The securities contain a legend to the effect that transfer is prohibited except in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration; and that hedging transactions involving those securities may not be conducted unless in compliance with the Act; and We are required, either by contract or a provision in its bylaws, articles, charter or comparable document, to refuse to register any transfer of the securities not made in accordance with the provisions of Regulation S pursuant to registration under the Act, or pursuant to an available exemption from registration; provided, however, that if any law of any Canadian province prevents us from refusing to register securities transfers, other reasonable procedures, such as a legend described in paragraph (b)(3)(iii)(B)(3) of Regulation S have been implemented to prevent any transfer of the securities not made in accordance with the provisions of Regulation S. EXHIBITS Exhibit Number Description 3.1 Articles of Incorporation, as amended 3.2 Bylaws 5.1 Legal opinion of Daniel C. Masters, with consent to Use 23.1 Consent of Dale Matheson Carr-Hilton LaBonte LLP, Chartered Accountants The undersigned registrant hereby undertakes: 1. To file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to: (a) include any prospectus required by Section 10(a)(3)of the Securities Act of 1933; (b) reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in this registration statement; and notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration Statement; and (c) include any additional or changed material information on the plan of distribution. 2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering. 4. That, for determining our liability under the Securities Act to any purchaser in the initial distribution of the securities, we undertake that in a primary offering of our securities pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, we will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus that we file relating to the offering required to be filed pursuant to Rule 424 (Section 230.424 of this chapter); (ii) any free writing prospectus relating to the offering prepared by or on our behalf or used or referred to by us; (iii) the portion of any other free writing prospectus relating to the offering containing material information about us or our securities provided by or on behalf of us; and (iv) any other communication that is an offer in the offering made by us to the purchaser. Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue. SIGNATURES In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Vancouver, Province of British Columbia on February 8, 2007. Tag Events Corp. By: /s/ Artiom Balykin ------------------------------ Artiom Balykin, President, Chief Executive Officer, Treasurer, Secretary, principal accounting officer, principal financial officer and Director In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated. SIGNATURE CAPACITY IN WHICH SIGNED DATE /s/ Artiom Balykin President, Chief Executive February 8, 2007 - ----------------------- Officer, Secretary, Treasury Artiom Balykin and Director EX-3 2 articles.txt EXHIBIT 3.1 EXHIBIT 3.1 ARTICLES OF INCORPORATION Articles of Incorporation of Tag Events Corp. First. The name of the corporation is Tag Events Corp. Second. The registered office of the corporation in the State of Nevada is located at 1802 N. Carson Street, Suite 212, Carson City, Nevada 89701. The corporation may maintain an office, or offices, in such other places within or without the State of Nevada as may be from time to time designated by the Board of Directors or the By-Laws of the corporation. The corporation may conduct all corporation business of every kind and nature outside the State of Nevada as well as within the State of Nevada. Third. The objects for which this corporation is formed are to engage in any lawful activity, including, but not limited to the following: a) Shall have such rights, privileges and powers as may be conferred upon corporations by any existing law. b) May at any time exercise such rights, privileges and powers, when not inconsistent with the purposes and objects for which this corporation is organized. c) Shall have power to have succession by its corporate name for the period limited in its certificate or articles of incorporation, and when no period is limited, perpetually, or until dissolved and its affairs wound up according to law. d) Shall have power to sue and be sued in any court of law or equity. e) Shall have power to make contracts. f) Shall have power to hold, purchase and convey real and personal estate and to mortgage or lease any such real and personal estate with its franchises. The power to hold real and personal estate shall include the power to take the same by devise or bequest in the State of Nevada, or in any other state, territory or country. g) Shall have power to appoint such officers and agents as the affairs of the corporation shall require, and to allow them suitable compensation. h) Shall have power to make By-Laws not inconsistent with the constitution or laws of the United States, or of the State of Nevada, for the management, regulation and government of its affairs and property, the transfer of its stock, the transaction of its business, and the calling and holding of meetings of its stockholders. i) Shall have power to wind up and dissolve itself, or be wound up or dissolved. j) Shall have power to adopt and use a common seal or stamp, and alter the same at pleasure. The use of a seal or stamp by the corporation on any corporate documents is not necessary. The corporation may use a seal or stamp, if it desires, but such use or nonuse shall not in any way affect the legality of the document. k) Shall have the power to borrow money and contract debts when Necessary for the transaction of its business, or for the exercise of its corporate rights, privileges or franchises, or for any other lawful purpose of its incorporation; to issue bonds, promissory notes, bills of exchange, debentures, and other obligations and evidences of indebtedness, payable at a specified time or times, or payable upon the happening of a specified event or events, whether secured by mortgage, pledge or otherwise, or unsecured, for money borrowed, or in payment for property purchased, or acquired, or for any other lawful object. l) Shall have power to guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock of, or any bonds, securities or evidences of the indebtedness created by, any other corporation or corporations of the State of Nevada, or any other state or government, and, while owners of such stock, bonds, securities or evidences of indebtedness, to exercise all rights, powers and privileges of ownership, including the right to vote, if any. m) Shall have power to purchase, hold, sell and transfer shares of its own capital stock, and use therefore its capital, capital surplus, surplus, or other property to fund. n) Shall have power to conduct business, have one or more offices, and conduct any legal activity in the State of Nevada, and in any of the several states, territories, possessions and dependencies of the United States, the District of Columbia, and any foreign countries, o) Shall have power to do all and everything necessary and proper for the accomplishment of the objects enumerated in its certificate or articles of incorporation, or any amendment thereof, or necessary or incidental to the protection and benefit of the corporation, and, in general, to carry on any lawful business necessary or incidental to the attainment of the objects of the corporation, whether or not such business is similar in nature to the objects set forth in the certificate or articles of incorporation of the corporation, or any amendments thereof. p) Shall have power to make donations for the public welfare or for charitable, scientific or educational purposes. q) Shall have power to enter into partnerships, general or limited, or joint ventures, in connection with any lawful activities, as may be allowed by law. Fourth. That the total number of common stock authorized that may be issued by the Corporation is seventy-five million (75,000,000) shares of stock with a par value of one tenth of one cent ($0.001) per share and no other class of stock shall be authorized. Said shares may be issued by the corporation from time to time for such considerations as may be fixed by the Board of Directors. Fifth. The governing board of the corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the By-Laws of this corporation, providing that the number of directors shall not be reduced to fewer than one (1). The first Board of Directors shall be one (1) in number and the name and post office address of the Director shall be listed as follows: Daniel A. Kramer 1802 N. Carson Street, Suite 212, Carson City, Nevada 89701 Sixth. The capital stock, after the amount of the subscription price, or par value, has been paid in, shall not be subject to assessment to pay the debts of the corporation. Seventh. The name and post office address of the Incorporator signing the Articles of Incorporation is as follows: Daniel A. Kramer 1802 N. Carson Street, Suite 212, Carson City, Nevada 89701 Eighth. The Resident Agent for this corporation shall be VAL-U-CORP SERVICES, INC. The address of the Resident Agent, and, the registered or statutory address of this corporation in the State of Nevada, shall be: 1802 N. Carson Street, Suite 212, Carson City, Nevada 89701. Ninth. The corporation is to have perpetual existence. Tenth. In furtherance and not in limitation of the powers conferred by the statute, the Board of Directors is expressly authorized: a) Subject to the By-Laws, if any, adopted by the Stockholders, to make, alter or amend the By-Laws of the corporation. b) To fix the amount to be reserved as working capital over and above its capital stock paid in; to authorize and cause to be executed, mortgages and liens upon the real and personal property of this corporation. c) By resolution passed by a majority of the whole Board, to designate one (1) or more committees, each committee to consist of one or more of the Directors of the corporation, which, to the extent provided in the resolution, or in the By- Laws of the corporation, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation. Such committee, or committees, shall have such name, or names as may be stated in the By-Laws of the corporation, or as may be determined from time to time by resolution adopted by the Board of Directors. d) When and as authorized by the affirmative vote of the Stockholders holding stock entitling them to exercise at least a majority of the voting power given at a Stockholders meeting called for that purpose, or when authorized by the written consent of the holders of at least a majority of the voting stock issued and outstanding, the Board of Directors shall have power and authority at any meeting to sell, lease or exchange all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions as its Board of Directors deems expedient and for the best interests of the corporation. Eleventh. No shareholder shall be entitled as a matter of right to subscribe for or receive additional shares of any class of stock of the corporation, whether now or hereafter authorized, or any bonds, debentures or securities convertible into stock, but such additional shares of stock or other securities convertible into stock may be issued or disposed of by the Board of Directors to such persons and on such terms as in its discretion it shall deem advisable. Twelfth. No Director or Officer of the corporation shall be personally liable to the corporation or any of its stockholders for damages for breach of fiduciary duty as a Director or Officer involving any act or omission of any such Director or Officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a Director or Officer (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of the law, or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of this Article by the Stockholders of the corporation shall be prospective only, and shall not adversely affect any limitations on the personal liability of a Director or Officer of the corporation for acts or omissions prior to such repeal or modification. Thirteenth. This corporation reserves the right to amend, alter, change or repeal any provision contained in the Articles of Incorporation, in the manner now or hereafter prescribed by statute, or by the Articles of Incorporation, and all rights conferred upon Stockholders herein are granted subject to this reservation. I, the undersigned, being the Incorporator hereinbefore named for the purpose of forming a corporation pursuant to General Corporation Law of the State of Nevada, do make and file these Articles of Incorporation, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this July 17, 2006. /s/ Daniel A. Kramer -------------------- Daniel A. Kramer Incorporator EX-3 3 bylaws.txt EXHIBIT 3.2 BYLAWS OF TAG EVENTS CORP. (the "Corporation") ARTICLE I: MEETINGS OF SHAREHOLDERS Section 1 - Annual Meetings The annual meeting of the shareholders of the Corporation shall be held at the time fixed, from time to time, by the Board of Directors. Section 2 - Special Meetings Special meetings of the shareholders may be called by the Board of Directors or such person or persons authorized by the Board of Directors. Section 3 - Place of Meetings Meetings of shareholders shall be held at the registered office of the Corporation, or at such other places, within or without the State of Nevada as the Board of Directors may from time to time fix. Section 4 - Notice of Meetings A notice convening an annual or special meeting which specifies the place, day, and hour of the meeting, and the general nature of the business of the meeting, must be faxed, personally delivered or mailed postage prepaid to each shareholder of the Corporation entitled to vote at the meeting at the address of the shareholder as it appears on the stock transfer ledger of the Corporation, at least ten (10) days prior to the meeting. Accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, a shareholder will not invalidate the proceedings at that meeting. Section 5 - Action Without a Meeting Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting, without prior notice and without a vote if written consents are signed by shareholders representing a majority of the shares entitled to vote at such a meeting, except however, if a different proportion of voting power is required by law, the Articles of Incorporation or these Bylaws, than that proportion of written consents is required. Such written consents must be filed with the minutes of the proceedings of the shareholders of the Corporation. Section 6 - Quorum a) No business, other than the election of the chairman or the adjournment of the meeting, will be transacted at an annual or special meeting unless a quorum of shareholders, entitled to attend and vote, is present at the commencement of the meeting, but the quorum need not be present throughout the meeting. b) Except as otherwise provided in these Bylaws, a quorum is two persons present and being, or representing by proxy, shareholders of the Corporation. c) If within half an hour from the time appointed for an annual or special meeting a quorum is not present, the meeting shall stand adjourned to a day, time and place as determined by the chairman of the meeting. Section 7 - Voting Subject to a special voting rights or restrictions attached to a class of shares, each shareholder shall be entitled to one vote for each share of stock in his or her own name on the books of the corporation, whether represented in person or by proxy. Section 8 - Motions No motion proposed at an annual or special meeting need be seconded. Section 9 - Equality of Votes In the case of an equality of votes, the chairman of the meeting at which the vote takes place is not entitled to have a casting vote in addition to the vote or votes to which he may be entitled as a shareholder of proxyholder. Section 10 - Dispute as to Entitlement to Vote In a dispute as to the admission or rejection of a vote at an annual or special meeting, the decision of the chairman made in good faith is conclusive. Section 11 - Proxy a) Each shareholder entitled to vote at an annual or special meeting may do so either in person or by proxy. A form of proxy must be in writing under the hand of the appointor or of his or her attorney duly authorized in writing, or, if the appointor is a corporation, either under the seal of the corporation or under the hand of a duly authorized officer or attorney. A proxyholder need not be a shareholder of the Corporation. b) A form of proxy and the power of attorney or other authority, if any, under which it is signed or a facsimiled copy thereof must be deposited at the registered office of the Corporation or at such other place as is specified for that purpose in the notice convening the meeting. In addition to any other method of depositing proxies provided for in these Bylaws, the Directors may from time to time by resolution make regulations relating to the depositing of proxies at a place or places and fixing the time or times for depositing the proxies not exceeding 48 hours (excluding Saturdays, Sundays and holidays) preceding the meeting or adjourned meeting specified in the notice calling a meeting of shareholders. ARTICLE II: BOARD OF DIRECTORS Section 1 - Number, Term, Election and Qualifications a) The first Board of Directors of the Corporation, and all subsequent Boards of the Corporation, shall consist of not less than one (1) and not more than nine (9) directors. The number of Directors may be fixed and changed from time to time by ordinary resolution of the shareholders of the Corporation. b) The first Board of Directors shall hold office until the first annual meeting of shareholders and until their successors have been duly elected and qualified or until there is a decrease in the number of directors. Thereinafter, Directors will be elected at the annual meeting of shareholders and shall hold office until the annual meeting of the shareholders next succeeding his or her election, or until his or her prior death, resignation or removal. Any Director may resign at any time upon written notice of such resignation to the Corporation. c) A casual vacancy occurring in the Board may be filled by the remaining Directors. d) Between successive annual meetings, the Directors have the power to appoint one or more additional Directors but not more than 1/2 of the number of Directors fixed at the last shareholder meeting at which Directors were elected. A Director so appointed holds office only until the next following annual meeting of the Corporation, but is eligible for election at that meeting. So long as he or she is an additional Director, the number of Directors will be increased accordingly. e) A Director is not required to hold a share in the capital of the Corporation as qualification for his or her office. Section 2 - Duties, Powers and Remuneration a) The Board of Directors shall be responsible for the control and management of the business and affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except for those powers conferred upon or reserved for the shareholders or any other persons as required under Nevada state law, the Corporation's Articles of Incorporation or by these Bylaws. b) The remuneration of the Directors may from time to time be determined by the Directors or, if the Directors decide, by the shareholders. Section 3 - Meetings of Directors a) The President of the Corporation shall preside as chairman at every meeting of the Directors, or if the President is not present or is willing to act as chairman, the Directors present shall choose one of their number to be chairman of the meeting. b) The Directors may meet together for the dispatch of business, and adjourn and otherwise regulate their meetings as they think fit. Questions arising at a meeting must be decided by a majority of votes. In case of an equality of votes the chairman does not have a second or casting vote. Meetings of the Board held at regular intervals may be held at the place and time upon the notice (if any) as the Board may by resolution from time to time determine. c) A Director may participate in a meeting of the Board or of a committee of the Directors using conference telephones or other communications facilities by which all Directors participating in the meeting can hear each other and provided that all such Directors agree to such participation. A Director participating in a meeting in accordance with this Bylaw is deemed to be present at the meeting and to have so agreed. Such Director will be counted in the quorum and entitled to speak and vote at the meeting. d) A Director may, and the Secretary on request of a Director shall, call a meeting of the Board. Reasonable notice of the meeting specifying the place, day and hour of the meeting must be given by mail, postage prepaid, addressed to each of the Directors and alternate Directors at his or her address as it appears on the books of the Corporation or by leaving it at his or her usual business or residential address or by telephone, facsimile or other method of transmitting legibly recorded messages. It is not necessary to give notice of a meeting of Directors to a Director immediately following a shareholder meeting at which the Director has been elected, or is the meeting of Directors at which the Director is appointed. e) A Director of the Corporation may file with the Secretary a document executed by him waiving notice of a past, present or future meeting or meetings of the Directors being, or required to have been, sent to him and may at any time withdraw the waiver with respect to meetings held thereafter. After filing such waiver with respect to future meetings and until the waiver is withdrawn no notice of a meeting of Directors need be given to the Director. All meetings of the Directors so held will be deemed not to be improperly called or constituted by reason of notice not having been given to the Director. f) The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and if not so fixed is a majority of the Directors or, if the number of Directors is fixed at one, is one Director. g) The continuing Directors may act notwithstanding a vacancy in their body but, if and so long as their number is reduced below the number fixed pursuant to these Bylaws as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number, or of summoning a shareholder meeting of the Corporation, but for no other purpose. h) All acts done by a meeting of the Directors, a committee of Directors, or a person acting as a Director, will, notwithstanding that it be afterwards discovered that there was some defect in the qualification, election or appointment of the Directors, shareholders of the committee or person acting as a Director, or that any of them were disqualified, be as valid as if the person had been duly elected or appointed and was qualified to be a Director. i) A resolution consented to in writing, whether by facsimile or other method of transmitting legibly recorded messages, by all of the Directors is as valid as if it had been passed at a meeting of the Directors duly called and held. A resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution must be filed with the minutes of the proceedings of the directors and is effective on the date stated on it or on the latest date stated on a counterpart. j) All Directors of the Corporation shall have equal voting power. Section 4 - Removal One or more or all the Directors of the Corporation may be removed with or without cause at any time by a vote of two-thirds of the shareholders entitled to vote thereon, at a special meeting of the shareholders called for that purpose. Section 5 - Committees a) The Directors may from time to time by resolution designate from among its members one or more committees, and alternate members thereof, as they deem desirable, each consisting of one or more members, with such powers and authority (to the extent permitted by law and these Bylaws) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board of Directors and unless otherwise stated by law, the Certificate of Incorporation of the Corporation or these Bylaws, shall be governed by the rules and regulations stated herein regarding the Board of Directors. b) Each Committee shall keep regular minutes of its transactions, shall cause them to be recorded in the books kept for that purpose, and shall report them to the Board at such times as the Board may from time to time require. The Board has the power at any time to revoke or override the authority given to or acts done by any Committee. ARTICLE III: OFFICERS Section 1 - Number, Qualification, Election and Term of Office a) The Corporation's officers shall have such titles and duties as shall be stated in these Bylaws or in a resolution of the Board of Directors which is not inconsistent with these Bylaws. The officers of the Corporation shall consist of a president, secretary, treasurer, and also may have one or more vice presidents, assistant secretaries and assistant treasurers and such other officers as the Board of Directors may from time to time deem advisable. Any officer may hold two or more offices in the Corporation, and may or may not also act as a Director. b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders. c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his or her election, and until his or her successor shall have been duly elected and qualified, subject to earlier termination by his or her death, resignation or removal. Section 2 - Resignation Any officer may resign at any time by giving written notice of such resignation to the Corporation. Section 3 - Removal Any officer appointed by the Board of Directors may be removed by a majority vote of the Board, either with or without cause, and a successor appointed by the Board at any time, and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer. Section 4 - Remuneration The remuneration of the Officers of the Corporation may from time to time be determined by the Directors or, if the Directors decide, by the shareholders. Section 5 - Conflict of Interest Each officer of the Corporation who holds another office or possesses property whereby, whether directly or indirectly, duties or interests might be created in conflict with his or her duties or interests as an officer of the Corporation shall, in writing, disclose to the President the fact and the nature, character and extent of the conflict and abstain from voting with respect to any resolution in which the officer has a personal interest. ARTICLE V: SHARES OF STOCK Section 1 - Certificate of Stock a) The shares of the Corporation shall be represented by certificates or shall be uncertificated shares. b) Certificated shares of the Corporation shall be signed, either manually or by facsimile, by officers or agents designated by the Corporation for such purposes, and shall certify the number of shares owned by the shareholder in the Corporation. Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents, the transfer agent or transfer clerk or the registrar of the Corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. If the Corporation uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities. If any officer who has signed or whose facsimile signature has been placed upon such certificate, shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue. c) If the Corporation issued uncertificated shares as provided for in these Bylaws, within a reasonable time after the issuance or transfer of such uncertificated shares, and at least annually thereafter, the Corporation shall send the shareholder a written statement certifying the number of shares owned by such shareholder in the Corporation. d) Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical. e) If a share certificate: (i) is worn out or defaced, the Directors shall, upon production to them of the certificate and upon such other terms, if any, as they may think fit, order the certificate to be cancelled and issue a new certificate; (ii) is lost, stolen or destroyed, then upon proof being given to the satisfaction of the Directors and upon and indemnity, if any being given, as the Directors think adequate, the Directors shall issue a new certificate; or (iii) represents more than one share and the registered owner surrenders it to the Corporation with a written request that the Corporation issue in his or her name two or more certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Corporation shall cancel the certificate so surrendered and issue new certificates in accordance with such request. Section 2 - Transfers of Shares a) Transfers or registration of transfers of shares of the Corporation shall be made on the stock transfer books of the Corporation by the registered holder thereof, or by his or her attorney duly authorized by a written power of attorney; and in the case of shares represented by certificates, only after the surrender to the Corporation of the certificates representing such shares with such shares properly endorsed, with such evidence of the authenticity of such endorsement, transfer, authorization and other matters as the Corporation may reasonably require, and the payment of all stock transfer taxes due thereon. b) The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law. Section 3 - Record Date a) The Directors may fix in advance a date, which must not be more than 60 days permitted by the preceding the date of a meeting of shareholders or a class of shareholders, or of the payment of a dividend or of the proposed taking of any other proper action requiring the determination of shareholders as the record date for the determination of the shareholders entitled to notice of, or to attend and vote at, a meeting and an adjournment of the meeting, or entitled to receive payment of a dividend or for any other proper purpose and, in such case, notwithstanding anything in these Bylaws, only shareholders of records on the date so fixed will be deemed to be the shareholders for the purposes of this Bylaw. b) Where no record date is so fixed for the determination of shareholders as provided in the preceding Bylaw, the date on which the notice is mailed or on which the resolution declaring the dividend is adopted, as the case may be, is the record date for such determination. Section 4 - Fractional Shares Notwithstanding anything else in these Bylaws, the Corporation, if the Directors so resolve, will not be required to issue fractional shares in connection with an amalgamation, consolidation, exchange or conversion. At the discretion of the Directors, fractional interests in shares may be rounded to the nearest whole number, with fractions of 1/2 being rounded to the next highest whole number, or may be purchased for cancellation by the Corporation for such consideration as the Directors determine. The Directors may determine the manner in which fractional interests in shares are to be transferred and delivered to the Corporation in exchange for consideration and a determination so made is binding upon all shareholders of the Corporation. In case shareholders having fractional interests in shares fail to deliver them to the Corporation in accordance with a determination made by the Directors, the Corporation may deposit with the Corporation's Registrar and Transfer Agent a sum sufficient to pay the consideration payable by the Corporation for the fractional interests in shares, such deposit to be set aside in trust for such shareholders. Such setting aside is deemed to be payment to such shareholders for the fractional interests in shares not so delivered which will thereupon not be considered as outstanding and such shareholders will not be considered to be shareholders of the Corporation with respect thereto and will have no right except to receive payment of the money so set aside and deposited upon delivery of the certificates for the shares held prior to the amalgamation, consolidation, exchange or conversion which result in fractional interests in shares. ARTICLE VI: DIVIDENDS a) Dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine and shares may be issued pro rata and without consideration to the Corporation's shareholders or to the shareholders of one or more classes or series. b) Shares of one class or series may not be issued as a share dividend to shareholders of another class or series unless such issuance is in accordance with the Articles of Incorporation and: (i) a majority of the current shareholders of the class or series to be issued approve the issue; or (ii) there are no outstanding shares of the class or series of shares that are authorized to be issued as a dividend. ARTICLE VII: BORROWING POWERS a) The Directors may from time to time on behalf of the Corporation: (i) borrow money in such manner and amount, on such security, from such sources and upon such terms and conditions as they think fit, (ii) issue bonds, debentures and other debt obligations either outright or as security for liability or obligation of the Corporation or another person, and (iii) mortgage, charge, whether by way of specific or floating charge, and give other security on the undertaking, or on the whole or a part of the property and assets of the Corporation (both present and future). b) A bond, debenture or other debt obligation of the Corporation may be issued at a discount, premium or otherwise, and with a special privilege as to redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at shareholder meetings of the Corporation, appointment of Directors or otherwise, and may by its terms be assignable free from equities between the Corporation and the person to whom it was issued or a subsequent holder thereof, all as the Directors may determine. ARTICLE VIII: FISCAL YEAR The fiscal year end of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors from time to time, subject to applicable law. ARTICLE IX: CORPORATE SEAL The corporate seal, if any, shall be in such form as shall be prescribed and altered, from time to time, by the Board of Directors. The use of a seal or stamp by the Corporation on corporate documents is not necessary and the lack thereof shall not in any way affect the legality of a corporate document. ARTICLE X: AMENDMENTS Section 1 - By Shareholders All Bylaws of the Corporation shall be subject to alteration or repeal, and new Bylaws may be made by a majority vote of the shareholders at any annual meeting or special meeting called for that purpose. Section 2 - By Directors The Board of Directors shall have the power to make, adopt, alter, amend and repeal, from time to time, Bylaws of the Corporation. ARTICLE XI: DISCLOSURE OF INTEREST OF DIRECTORS a) A Director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Corporation or who holds an office or possesses property whereby, directly or indirectly, a duty or interest might be created to conflict with his or her duty or interest as a Director, shall declare the nature and extent of his or her interest in such contract or transaction or of the conflict with his or her duty and interest as a Director, as the case may be. b) A Director shall not vote in respect of a contract or transaction with the Corporation in which he is interested and if he does so his or her vote will not be counted, but he will be counted in the quorum present at the meeting at which the vote is taken. The foregoing prohibitions do not apply to: (i) a contract or transaction relating to a loan to the Corporation, which a Director or a specified corporation or a specified firm in which he has an interest has guaranteed or joined in guaranteeing the repayment of the loan or part of the loan; (ii) a contract or transaction made or to be made with or for the benefit of a holding corporation or a subsidiary corporation of which a Director is a director or officer; (iii) a contract by a Director to subscribe for or underwrite shares or debentures to be issued by the Corporation or a subsidiary of the Corporation, or a contract, arrangement or transaction in which a Director is directly or indirectly interested if all the other Directors are also directly or indirectly interested in the contract, arrangement or transaction; (iv) determining the remuneration of the Directors; (v) purchasing and maintaining insurance to cover Directors against liability incurred by them as Directors; or (vi) the indemnification of a Director by the Corporation. c) A Director may hold an office or place of profit with the Corporation (other than the office of Auditor of the Corporation) in conjunction with his or her office of Director for the period and on the terms (as to remuneration or otherwise) as the Directors may determine. No Director or intended Director will be disqualified by his or her office from contracting with the Corporation either with regard to the tenure of any such other office or place of profit, or as vendor, purchaser or otherwise, and, no contract or transaction entered into by or on behalf of the Corporation in which a Director is interested is liable to be voided by reason thereof. d) A Director or his or her firm may act in a professional capacity for the Corporation (except as Auditor of the Corporation), and he or his or her firm is entitled to remuneration for professional services as if he were not a Director. e) A Director may be or become a director or other officer or employee of, or otherwise interested in, a corporation or firm in which the Corporation may be interested as a shareholder or otherwise, and the Director is not accountable to the Corporation for remuneration or other benefits received by him as director, officer or employee of, or from his or her interest in, the other corporation or firm, unless the shareholders otherwise direct. ARTICLE XII: ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT The Corporation shall, within sixty days after the filing of its Articles of Incorporation with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of incorporation occurs each year, file with the Secretary of State a list of its president, secretary and treasurer and all of its Directors, along with the post office box or street address, either residence or business, and a designation of its resident agent in the state of Nevada. Such list shall be certified by an officer of the Corporation. ARTICLE XIII: INDEMNITY OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS a) The Directors shall cause the Corporation to indemnify a Director or former Director of the Corporation and the Directors may cause the Corporation to indemnify a director or former director of a corporation of which the Corporation is or was a shareholder and the heirs and personal representatives of any such person against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him or them including an amount paid to settle an action or satisfy a judgment inactive criminal or administrative action or proceeding to which he is or they are made a party by reason of his or her being or having been a Director of the Corporation or a director of such corporation, including an action brought by the Corporation or corporation. Each Director of the Corporation on being elected or appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity. b) The Directors may cause the Corporation to indemnify an officer, employee or agent of the Corporation or of a corporation of which the Corporation is or was a shareholder (notwithstanding that he is also a Director), and his or her heirs and personal representatives against all costs, charges and expenses incurred by him or them and resulting from his or her acting as an officer, employee or agent of the Corporation or corporation. In addition the Corporation shall indemnify the Secretary or an Assistance Secretary of the Corporation (if he is not a full time employee of the Corporation and notwithstanding that he is also a Director), and his or her respective heirs and legal representatives against all costs, charges and expenses incurred by him or them and arising out of the functions assigned to the Secretary by the Corporation Act or these Articles and each such Secretary and Assistant Secretary, on being appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity. c) The Directors may cause the Corporation to purchase and maintain insurance for the benefit of a person who is or was serving as a Director, officer, employee or agent of the Corporation or as a director, officer, employee or agent of a corporation of which the Corporation is or was a shareholder and his or her heirs or personal representatives against a liability incurred by him as a Director, officer, employee or agent. CERTIFIED TO BE THE BYLAWS OF: TAG EVENTS CORP. PER: /S/ ARTIOM BALYKIN ARTIOM BALYKIN, SECRETARY EX-5 4 legal-opinion.txt EXHIBIT 5.1 LAW OFFICES OF DANIEL C. MASTERS 4490 PHILBROOK SQURE, SAN DIEGO, CA 92130 TEL: (858) 523-1177 *** FAX: (858) 523-1102 EMAIL: MASTERS@LAWYER.COM February 7, 2007 U.S. Securities and Exchange Commission 450 Fifth Avenue, N.W. Washington, D.C. 20549 RE: REGISTRATION STATEMENT ON FORM SB-2 UNDER THE SECURITIES ACT OF 1933 (THE "REGISTRATION STATEMENT"), OF TAG EVENTS CORP., A NEVADA CORPORATION (THE "COMPANY") Gentlemen: I have acted as special counsel for the Company for the limited purpose of rendering this opinion in connection with the registration (pursuant to the Registration Statement) of 2,250,000 shares (the "Shares") of the common stock, par value $0.001 per share, of the Company. I was not engaged to prepare or review, and I have not prepared or reviewed, any portion of the Registration Statement. I express no opinion as to the accuracy or adequacy of the disclosure contained in the Registration Statement, and I hereby disclaim any responsibility for the content of the Registration Statement. In my capacity as special counsel to the Company, I have examined originals, or copies certified or otherwise identified to my satisfaction, of the following documents: 1. Certificate of Incorporation of the Company, as amended to date; 2. Bylaws of the Company, as amended to date; 3. The records of corporate proceedings relating to the issuance of the Shares; and 4. Such other instruments and documents as I have believed necessary for the purpose of rendering the following opinion. In such examinations, I have assumed the authenticity and completeness of all documents, certificates and records submitted to me as originals, the conformity to the original instruments of all documents, certificated and records submitted to me as copies, and the authenticity and completeness of the originals of such instruments. As to certain matters of fact relating to this opinion, I have relied on the accuracy and truthfulness of certificates of officers of the Company and on certificates of public officials, and have made such investigations of law as I have believed necessary and relevant. Based on the foregoing, and having due regard for such legal considerations as I believe relevant, I am of the opinion that, under applicable law of the State of Nevada (including statutory, regulatory and case law), the Shares were duly authorized by all necessary corporate action on the part of the Company, and, when sold after the effectiveness of the Registration Statement, will be validly issued, fully paid and non-assessable. I hereby consent to the filing of this opinion with the U.S. Securities and Exchange Commission as Exhibit 5.1 to the Registration Statement. Very truly yours, Daniel C. Masters, Esq. /s/ Daniel C. Masters - --------------------- Daniel C. Masters DCM:js EX-23 5 audit-consent.txt EXHIBIT 23.1 FEBRUARY 8, 2007 U.S. SECURITIES AND EXCHANGE COMMISSION Division of Corporation Finance 100 F Street, N.E., Washington, D.C. 20549 RE: TAG EVENTS CORP. - FORM SB-2 Dear Sirs: As independent registered public accountants, we hereby consent to the inclusion or incorporation by reference in this Form SB-2 dated February 8, 2007, of the following: - - Our Report to the Stockholders and Board of Directors of Tag Events Corp. dated January 15, 2007 on the financial statements of the Company as at September 30, 2006 and the statement of operations, stockholders' equity and cash flows for the period from July 18, 2006 (inception) to September 30, 2006. In addition, we also consent to the reference to our firm included under the heading "Interests of Named Experts And Counsel" in this Registration Statement. Yours truly, "DMCL" DALE MATHESON CARR-HILTON LABONTE LLP "DMCL" Chartered Accountants Vancouver, Canada -----END PRIVACY-ENHANCED MESSAGE-----