As ~~Filed With~~filed with the Securities and Exchange Commission on August ~~6, 2013~~ 8, 2014

Registration No. ~~333-187049 ================================================================================~~ 333-________

(Address of incorporation) 7999 (Primary Standard Industrial Classification Code Number) 32-0379665 (IRS Employer Identification No.) 2620 Regatta Drive, Suite 102 Las Vegas, NV 89128 Telephone 1-888-970-9463 (Address and telephone number of registrant's principal executive offices) Copies to: Chiang Law Office, P.C. 1700 North First Street, Suite 343 San Jose, CA 95112 Phone (415) 895-0688 Fax (415) 882-7239 (Name, address and(zip code)

(Registrant’s telephone number, ~~of agent for service)~~ including area code)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

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, please check the following box and list the Securities Act ~~Registration Statement~~registration statement number of the earlier effective ~~Registration Statement~~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~~registration statement number of the earlier effective ~~Registration Statement~~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~~registration statement number of the earlier effective ~~Registration Statement~~registration statement for the same offering. ~~[ ]~~ ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

x Smaller reporting company ~~[X] (Do not check if a Smaller reporting company)~~

CALCULATION OF REGISTRATION FEE ~~================================================================================ Title~~

(1) Securities being registered hereunder include (a) 4,859,324 shares of ~~Each Proposed Proposed Class~~common stock; (b) 4,759,324 shares of ~~Maximum Maximum Securities Offering Aggregate Amount~~common stock issuable upon exercise of warrants; and (c) pursuant to Rule 416, such indeterminate number of additional shares of common stock as may be Amount to be Price Per Offering Registration Registered Registered Share (1) Price Fee (2) -------------------------------------------------------------------------------- Common Stock Shares 2,000,000 $0.01 $20,000 $2.73 ================================================================================ (1) This is an initial offering and no current trading market exists for our common stock. The offering price was arbitrarily determined by Ticket To See Inc. issued after the date hereof as a result of stock splits, stock dividends or similar transactions.

(2) Estimated solely for purposes of calculating the registration fee pursuant to Rule ~~457~~457(c) under the Securities Act of 1933, as amended, ~~(the "Securities Act").~~ using the average of the high and low prices as reported on August 7, 2014

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 SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(A), MAY DETERMINE. ~~================================================================================~~ ~~TICKET~~

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.

This isprospectus relates to the ~~initial offering~~sale of up to 9,618,648 shares of common stock of ~~Ticket To See~~Cell Source, Inc. by the Selling Stockholders, including 4,859,324 outstanding shares and 4,759,324 shares issuable upon the exercise of outstanding warrants.

There are no ~~public market currently exists for~~underwriting arrangements to sell the ~~securities being offered. We are offering for sale a total of 2,000,000~~ shares of common stock that are being registered hereunder. The prices at awhich the selling stockholders may sell shares will be determined by the prevailing market price of $.01 per share. The offering is being conducted on a self-underwritten, all-or-none basis, which means our officer and director will attempt to sell the shares. This Prospectus will permit our officer and director to sellfor the shares ~~directly to the public, with no commission~~ or ~~other remuneration payable to him for~~in privately negotiated transactions. We will not receive any shares he may sell. He will sell the shares and intends to offer them to friends, relatives, acquaintances and business associates. In offering the securities on our behalf, he will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934. We intend to open a standard, non-interest bearing, bank checking account to be used only for the deposit of funds receivedproceeds from the sale of ~~the~~these shares ~~in this offering. If all the shares are not sold and the total offering amount is not deposited~~ by the ~~expiration date~~selling stockholders. All expenses of registration incurred in connection with this offering are being borne by us, but all selling and other expenses incurred by the ~~offering, the funds~~selling stockholders will be ~~promptly returned to~~borne by the ~~investors, without interest or deduction; however there~~selling stockholders.

The Company’s common stock is quoted under the symbol “CLCS" on the OTCQB. There has been no ~~assurance we will be able to return~~active trading of our Company’s common stock. On August 7, 2014, the ~~funds as we are not holding the money in a trust or similar account and a creditor may be able to execute a judgment against the funds. The shares will be offered at a~~last reported sale price of ~~$.01 per share for a period of one hundred and eighty (180) days from the effective date of this prospectus, unless extended by~~ our board of director for an additional 90 days. The offering will end on __________, 2013 (date to be inserted in a subsequent amendment). Offering Price Proceeds to Company Per Share Commissions Before Expenses --------- ----------- --------------- Common Stock ~~$0.01 Not Applicable $20,000 Total $0.01 Not Applicable $20,000 Ticket To See Inc.~~as reported on the OTCQB was $1.20 per share.

Investing in our common stock is ~~a development stage company~~highly speculative and ~~currently has no operations. Any investment in the shares offered herein~~ involves a high degree of risk. You should carefully consider the risks and uncertainties in the section entitled “Risk Factors” beginning on page 7 of this prospectus before making a decision to purchase our stock.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

No person is authorized in connection with this prospectus to give any information or to make any representations about us, the Selling Stockholders, the securities or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us or any Selling Stockholder. This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy the securities in any circumstances under which the offer or solicitation is unlawful. Neither the delivery of this prospectus nor any distribution of securities in accordance with this prospectus shall, under any circumstances, imply that there has been no change in our affairs since the date of this prospectus. The prospectus will be updated and updated prospectuses made available for delivery to the extent required by the federal securities laws.

This summary highlights information contained elsewhere in this prospectus. It does not contain all of the information that you should consider before investing in our securities. You should read the entire prospectus carefully, including the section entitled “Risk Factors” and our consolidated financial statements and the related notes. Some of the statements contained in this prospectus, including statements under “Prospectus Summary” and “Risk Factors” as well as those noted in the documents incorporated herein by reference, are forward-looking statements and may involve a number of risks and uncertainties. We note that our actual results and future events may differ significantly based upon a number of factors. The reader should not put undue reliance on the forward-looking statements in this document, which speak only as of the date on the cover of this prospectus.

Cell Source, Inc. (the "Company") is a Nevada corporation formed on June 6, 2012 under the name Ticket to See, Inc. ("TTSI"). Prior to the Share Exchange (as defined below), we did not have any significant assets or operations.

Cell Source, Inc. is the parent company of Cell Source Ltd. ("Cell Source Israel"). Cell Source Israel was founded in Israel in 2011 in order to commercialize a suite of inventions relating to certain cancer treatments. Our target indications include treatment of lymphoma, multiple myeloma and BCLL (which is a common form of leukemia), facilitating transplantation acceptance (initially bone marrow transplantation and subsequently organ transplantation) and ultimately treating a variety of non-malignant diseases. Our lead prospective product is our patented Veto-Cell immune system management technology, which is an immune tolerance biotechnology that enables the selective blocking of immune responses. Our Veto-Cell immune system management technology is based on technologies patented, owned, and licensed to us by Research and Development Company Limited, an Israeli corporation ("Yeda"),

The Company's corporate headquarters is located at 65 Yigal Alon Street, 23rd Floor, Tel Aviv 67433, Israel, and the telephone number at such address is (972) 3 562-1755. The Company’s U.S. contact information is: 57 W. 57th St., Suite 400 New York, NY 10019 and the telephone number at such address is (646) 416-7896.

References to “we,” “us,” “our” and similar words refer to the Company and its subsidiaries after giving effect to the Share Exchange. References to “TTSI” refer to the Company and its business prior to the Share Exchange.

On May 7, 2014, the Board of Directors and the majority stockholder of TTSI adopted resolutions approving an amendment (the "Amendment") of the Company's Articles of Incorporation to increase the number of authorized shares. Prior to the Amendment, the authorized shares of the Company consisted of 75,000,000 shares of common stock, $0.001 par value. The Amendment was filed with the Secretary of State of the State of Nevada on May 20, 2014 and increased the number of shares of common stock that the Company is authorized to issue from 75,000,000 shares to 200,000,000 shares. The Company also authorized 10,000,000 shares of preferred stock, par value $0.001, for designation in one or more series, with such designations, preferences and relative, participating, optional, or other special rights and qualifications, limitations, or restrictions thereof, as may, from time to time, be adopted by the Company's Board of Directors.

On June 23, 2014, the majority stockholder of TTSI adopted resolutions approving an amendment of the Company's Articles of Incorporation to change the name of the corporation from Ticket to See, Inc. to Cell Source, Inc. The Amendment was filed with the Secretary of State of the State of Nevada on June 23, 2014 and changed the name of the Corporation from Ticket to See, Inc. to Cell Source, Inc., effective June 26, 2014. In connection with the name change, the trading symbol of the Company’s common stock was changed from TTSE to CLCS.

On June 30, 2014 (the “Closing Date”), TTSI entered into and closed a Share Exchange Agreement (the “Share Exchange Agreement”) with Cell Source Israel and 100% of the shareholders of Cell Source Israel (the “CSL Shareholders”) whereby Cell Source Israel became the wholly-owned subsidiary of TTSI and TTSI changed its name to Cell Source, Inc. (the "Share Exchange"), and whereby certain CSL Shareholders, holding 18,245,923 of the outstanding shares of Cell Source Israel, transferred to the Company an aggregate of 18,245,923 shares of Cell Source Israel’s ordinary shares, each of nominal value of NIS 0.01 (“CSL Ordinary Shares”) in exchange for an aggregate of 18,245,923 newly issued shares of the Company's Common Stock, par value $0.001 per share (the “Company Common Stock” or the "Common Stock"). The aggregate of 18,245,923 shares of newly issued Company Common Stock represents 78.5% of the outstanding shares of Company Common Stock following the Closing Date. In addition, outstanding five (5) year warrants to acquire 4,859,324 CSL Ordinary Shares at an exercise price of $0.75 per share (the "CSL Warrants") were exchanged for newly issued warrants to purchase shares of Company Common Stock (the “Company Warrants”), which Company Warrants contain substantially similar terms as the CSL Warrants. In addition, outstanding warrants to acquire 2,043,835 CSL Ordinary Shares held by Dr. Reisner and Yeda were exchanged for warrants to purchase shares of Company Common Stock (the “Researcher Company Warrants”), which Researcher Company Warrants contain substantially similar terms as their warrants to acquire CSL Ordinary Shares. The aggregate of 6,903,159 Company Warrants and Researcher Company Warrants represents 77.5% of the outstanding warrants to purchase Common Stock of the Company following the Closing Date.

Beginning in November 2013, Cell Source Israel collected and entered into a series of subscription agreements (the “Subscription Agreement”) with certain accredited investors (the “Investors”) in a private placement offering (the “Private Placement”). Cell Source Israel held closings of the Private Placement between December 9, 2013 through April 7, 2014, pursuant to which Cell Source Israel sold an aggregate of 4,759,324 Units (the "Units"), at a purchase price of $0.75 per Unit, for gross proceeds of $3,569,475. Each Unit consists of one (1) share of CSL Ordinary Shares and one (1) CSL Warrant. Each CSL Warrant entitled the holder to purchase one (1) share of CSL Ordinary Shares for a five (5) year period at an exercise price of $0.75 per share. In connection with the Private Placement, Cell Source Israel relied upon the exemption from securities registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 as promulgated under the Securities Act for transactions not involving a public offering.

Under the Subscription Agreement, the Investors were granted the following rights for a period of five (5) years commencing on the closing of the Private Offering: (i) in the event any shares of CSL Ordinary Shares or securities convertible, exchangeable or exercisable for CSL Ordinary Shares are issued at a price less than $0.75 per share (“Adjustment Event”), subject to certain adjustments, then additional CSL Ordinary Shares, or equivalents, will be issued to the Investors such that the aggregate holdings of the Investors is equal to the aggregate holding had such Investors initially purchased at the applicable lower price by which securities were issued in the Adjustment Event (except that certain issuances set forth in the Subscription Agreement would not be an Adjustment Event); and (ii) upon any financing by Cell Source whereby CSL Ordinary Shares or securities convertible into CSL Ordinary Shares are issued or sold (a “Subsequent Financing”), Investors have the right to participate in such Subsequent Financing (subject to customary exemptions). The Investors were also granted the right to elect up to two (2) independent board members. On May 29, 2014, the majority of the Investors granted certain groups of shareholders the right to elect, subject to the closing of the Share Exchange Agreement, Yoram Drucker, Itamar Shimrat, David Zolty, Ben Friedman and Dennis Brown to the Board of Directors of the Company. Furthermore, pursuant to the Subscription Agreement, in the event that the Registration Statement is declared effective, the Company is obligated to issue to certain founders of Cell Source Israel (Isaac Braun, Saar Dickman, Itamar Shimrat and Yoram Drucker) warrants to purchase an aggregate of 3,000,000 shares of Company Common Stock at an exercise price of $0.75 per share,subject to the same adjustments and terms as the Company Warrants.

In connection with the Private Placement, Cell Source Israel also entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Investors, pursuant to which Cell Source Israel agreed to file a registration statement (the “Registration Statement”), registering for resale (i) all CSL Ordinary Shares, or securities into which they were exchanged, that were included in the Units; and (ii) all CSL Ordinary Shares, or equivalent securities, issuable upon exercise of the Investor Warrants or upon exercise of warrants into which the Investor Warrants were exchanged.

As a result of the Share Exchange, the Company assumed the obligations of Cell Source Israel under the Subscription Agreement and Registration Rights Agreement.

In July and August 2014, the Company, Cell Source Israel and the majority of the Investors entered into Amendment No. 1 (the “RRA Amendment”) to the Registration Rights Agreement in order to amend a definition in the Registration Rights Agreement to more accurately reflect the understanding of the parties. Pursuant to the RRA Amendment, the definition relating to the deadline to file the Registration Statement was corrected such that the Company became obligated to file the Registration Statement on or prior to the 60^thday after the closing of the Share Exchange Agreement (the “Registration Filing Date”). The RRA Amendment did not change any other term of the Registration Rights Agreement, including the obligation of the Company to get the Registration Statement declared effective within 120 days of the Registration Filing Date.

The foregoing descriptions of the Private Placement and related agreements and transactions do not purport to be complete and are qualified in their entirety by reference to the complete text of such agreements.

This prospectus includes 9,618,648 shares of Company Common Stock offered by the Selling Stockholders consisting of (i) 4,759,324 shares of Common Stock issued pursuant to the Private Placement; (ii) 4,759,324 shares of Common Stock issuable upon exercise of Company Warrants issued pursuant to the Private Placement; and (iii) 100,000 shares of Common Stock issued for legal services provided to the Company.

This prospectus relates to shares of our Common Stock that may be offered and sold from time to time by the Selling Stockholders. We will not receive any of the proceeds resulting from the sale of Common Stock by the Selling Stockholders.However, we may generate proceeds from the cash exercise of the Company Warrants. We intend to use those proceeds for general corporate purposes.

Our planned principal operations are the development and commercialization of new cell therapy products focused on treatment of blood cancers, certain non-malignant disorders and organ transplantations and regeneration. We are currently conducting research and development activities in order to facilitate the transition of the patent technology we license from the laboratory to clinical trials. We have a limited operating history. Therefore, there is limited historical financial information upon which to base an evaluation of our performance. Our prospects must be considered in light of the uncertainties, risks, expenses, and difficulties frequently encountered by companies in their early stages of operations. Cell Source Israel has generated net losses since it began its operations in 2011, including $1,783,650 for year ended December 31, 2013 and $820,242 for the three months ended March 31, 2014. We expect to incur substantial additional net expenses over the next several years as our research, development, and commercial activities increase. The amount of future losses and when, if ever, we will achieve profitability are uncertain. Our ability to generate revenue and achieve profitability will depend on, among other things, successful completion of the preclinical and clinical development of our product candidates; obtaining necessary regulatory approvals from the U.S. Food and Drug Administration (the “FDA”) and international regulatory agencies; successful manufacturing, sales, and marketing arrangements; and raising sufficient funds to finance our activities. If we are unsuccessful at some or all of these undertakings, our business, prospects, and results of operations may be materially adversely affected.

(1) Based upon the total number of issued and outstanding shares as of August 7, 2014.

An investment in the Company’s Common Stock involves a high degree of risk. You should carefully consider the risks described below as well as other information provided to you ~~can afford a loss~~in this prospectus, including information in the section of this document entitled “Information Regarding Forward Looking Statements.” The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently believe are immaterial may also impair our business operations. If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected, the value of our Common Stock could decline, and you may lose all or part of your investment.

We have a limited operating history and a history of operating losses, and expect to incur significant additional operating losses.

Our planned principal operations are the development and commercialization of new cell therapy products focused on treatment of blood cancers, certain non-malignant disorders and organ transplantations and regeneration. We are currently conducting research and development activities in order to facilitate the transition of the patent technology we license from the laboratory to clinical trials. We have a limited operating history. Therefore, there is limited historical financial information upon which to base an evaluation of our performance. Our prospects must be considered in light of the uncertainties, risks, expenses, and difficulties frequently encountered by companies in their early stages of operations. We have generated net losses since we began operations, including $1,783,650 for year ended December 31, 2013 and $820,242 for the three months ended March 31, 2014. We expect to incur substantial additional net expenses over the next several years as our research, development, and commercial activities increase. The amount of future losses and when, if ever, we will achieve profitability are uncertain. Our ability to generate revenue and achieve profitability will depend on, among other things, successful completion of the preclinical and clinical development of our product candidates; obtaining necessary regulatory approvals from the U.S. Food and Drug Administration (the “FDA”) and international regulatory agencies; successful manufacturing, sales, and marketing arrangements; and raising sufficient funds to finance our activities. If we are unsuccessful at some or all of these undertakings, our business, prospects, and results of operations may be materially adversely affected.

We anticipate that we will incur operating losses for the foreseeable future. We may require additional funds for our anticipated operations and if we are not successful in securing additional financing, we may be required to delay significantly, reduce the scope of or eliminate one or more of our research or development programs, downsize our general and administrative infrastructure, or seek alternative measures to avoid insolvency, including arrangements with collaborative partners or others that may require us to relinquish rights to certain of our technologies, product candidates or products.

Our independent ~~auditor has issued an audit opinion for Ticket To See Inc. which includes a statement expressing~~auditors have indicated, in their report on our December 31, 2013 financial statements, that there is substantial doubt ~~as to~~about our ability to continue as a going concern. A “going concern” opinion indicates that the financial statements have been prepared assuming we will continue as a going concern and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result if we do not continue as a going concern. Therefore, you should not rely on our balance sheet as an indication of the amount of proceeds that would be available to satisfy claims of creditors, and potentially be available for distribution to shareholders, in the event of liquidation.

We are an ~~Emerging Growth~~early-stage company with an unproven business strategy and may never achieve commercialization of our candidate products or profitability.

We are at an early stage of development and commercialization of our technologies and product candidates. We have not yet begun to market any products and, accordingly, have not begun to generate revenues from the commercialization of our products. Our products will require significant additional clinical testing and investment prior to commercialization. A commitment of substantial resources by ourselves and, potentially, our partners to conduct time-consuming research and clinical trials will be required if we are to complete the development of our product candidates. There can be no assurance that any of our product candidates will meet applicable regulatory standards, obtain required regulatory approvals, be capable of being produced in commercial quantities at reasonable costs or be successfully marketed. Most of our product candidates are not expected to be commercially available for several years, if at all.

We are dependent on our collaborative partners and service providers the loss of which would hurt our business.

Our strategy is to enter into various arrangements with corporate and academic collaborators, licensors, licensees, service providers and others for the research, development, clinical testing and commercialization of our products. We intend to or have entered into agreements with academic, medical and commercial organizations to research, develop and test our products. In addition, we intend to enter into corporate partnerships to commercialize the Company’s core products. There can be no assurance that such collaborations can be established on favorable terms, if at all.

Should any collaborative partner or service provider fail to appropriately research, develop, test or successfully commercialize any product to which the Company has rights, our business may be adversely affected. Failure of a collaborative partner or service provider to successfully conduct or complete their activities or to remain a viable collaborative partner or commercialize enterprise for any particular program could delay or halt the development or commercialization of any products arising out of such program. While management believes that collaborative partners and service providers will have sufficient economic motivation to continue their activities, there can be no assurance that any of these collaborations or provisions of required services will be continued or result in successfully commercialized products.

Notably, we maintain an exclusive worldwide license to certain intellectual property owned by Yeda pursuant to the Yeda License Agreement, as further discussed in the Intellectual Property section hereinafter. If we should default under the License Agreement, then our rights to Yeda’s intellectual property would extinguish, and we would lose all rights to operate the licenses. In such an event, we would effectively cease to operate unless we re-obtained licensing with Yeda.

In addition, there can be no assurance that the collaborative research or commercialization partners will not pursue alternative technologies or develop alternative products either on their own or in collaboration with others, including our competitors, as a means for developing treatments for the diseases or conditions targeted by our programs.

Our ability and our collaborators' ability to sell therapeutic products will depend to a large extent upon reimbursement from health care insurance companies.

Our success may depend, in part, on the extent to which reimbursement for the costs of therapeutic products and related treatments will be available from third-party payers such as government health administration authorities, private health insurers, managed care programs, and other organizations. Over the past decade, the cost of health care has risen significantly, and there have been numerous proposals by legislators, regulators, and third-party health care payers to curb these costs. Some of these proposals have involved limitations on the amount of reimbursement for certain products. Similar federal or state health care legislation may be adopted in the future and any products that we or our collaborators seek to commercialize may not be considered cost-effective. Adequate third-party insurance coverage may not be available for us or our collaborative partners to establish and maintain price levels that are sufficient for realization of an appropriate return on investment in product development.

We are dependent on obtaining certain patents and protecting our proprietary rights.

Our success will depend, in part, on our ability to obtain patents, maintain trade secret protection and operate without infringing on the proprietary rights of third parties or having third parties circumvent our rights. We have filed and are actively pursuing patent applications for our products. The patent positions of biotechnology, biopharmaceutical and pharmaceutical companies can be highly uncertain and involve complex legal and factual questions. Thus, there can be no assurance that any of our patent applications will result in the issuance of patents, that we will develop additional proprietary products that are patentable, that any patents issued to us or those that already have been issued will provide us with any competitive advantages or will not be challenged by any third parties, that the patents of others will not impede our ability to do business or that third parties will not be able to circumvent our patents. Furthermore, there can be no assurance that others will not independently develop similar products, duplicate any of our products not under patent protection, or, if patents are issued to us, design around the patented products we developed or will develop.

We may be required to obtain licenses from third parties to avoid infringing patents or other proprietary rights. No assurance can be given that any licenses required under any such patents or proprietary rights would be made available, if at all, on terms we find acceptable. If we do not obtain such licenses, we could encounter delays in the introduction of products, or could find that the development, manufacture or sale of products requiring such licenses could be prohibited.

A number of pharmaceutical, biopharmaceutical and biotechnology companies and research and academic institutions have developed technologies, filed patent applications or received patents on various technologies that may be related to or affect our business. Some of these technologies, applications or patents may conflict with our technologies or patent applications. Such conflict could limit the scope of the patents, if any, that we may be able to obtain. Such conflict may also result in the denial of our patent applications. In addition, if patents that cover our activities are issued to other companies, there can be no assurance that we would be able to obtain licenses to these patents at a reasonable cost or be able to develop or obtain alternative technology. If we do not obtain such licenses, we could encounter delays in the introduction of products, or could find that the development, manufacture or sale of products requiring such licenses could be prohibited. In addition, we could incur substantial costs in defending ourselves in suits brought against us on patents that our products might infringe or in filing suits against others to have such patents declared invalid.

Patent applications in the U.S. are maintained in secrecy and not published if either: i) the application is a provisional application or, ii) the application is filed and we request no publication, and certify that the invention disclosed “has not and will not” be the subject of a published foreign application. Otherwise, U.S. applications or foreign counterparts, if any, publish 18 months after the priority application has been filed. Since publication of discoveries in the scientific or patent literature often lag behind actual discoveries, we cannot be certain that we or any licensor were the first creator of inventions covered by pending patent applications or that we or such licensor was the first to file patent applications for such inventions. Moreover, we might have to participate in interference proceedings declared by the U.S. Patent and Trademark Office to determine priority of invention, which could result in substantial cost to us, even if the eventual outcome were favorable to us. There can be no assurance that our patents, if issued, would be held valid or enforceable by a court or that a competitor’s technology or product would be found to infringe such patents.

Much of our know-how and technology may not be patentable. To protect our rights, we require employees, consultants, advisors and collaborators to enter into confidentiality agreements. There can be no assurance, however, that these agreements will provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use or disclosure. Further, our business may be adversely affected by competitors who independently develop competing technologies, especially if we obtain no, or only narrow, patent protection.

The manufacture and sale of human therapeutic and diagnostic products in the U.S., Canada and foreign jurisdictions are governed by a variety of statutes and regulations. These laws require approval of manufacturing facilities, controlled research and testing of products and government review and approval of a submission containing manufacturing, preclinical and clinical data in order to obtain marketing approval based on establishing the safety and efficacy of the product for each use sought, including adherence to current Good Manufacturing Practice (or cGMP) during production and storage, and control of marketing activities, including advertising and labeling.

The products we are currently developing will require significant development, preclinical and clinical testing and investment of substantial funds prior to their commercialization. The process of obtaining required approvals can be costly and time-consuming, and there can be no assurance that future products will be successfully developed and will prove to be safe and effective in clinical trials or receive applicable regulatory approvals. Markets other than the U.S. and Canada have similar restrictions. Potential investors and shareholders should be aware of the risks, problems, delays, expenses and difficulties which we may encounter in view of the extensive regulatory environment which controls our business.

Increased government regulation could: (i) reduce our revenues; (ii) increase our operating expenses; and (iii) expose us to significant liabilities. We cannot be sure what effect any future material noncompliance by us with any future laws and regulations or any material changes in current laws and regulations could have on our business, operating results and financial condition.

If we are unable to keep up with rapid technological changes in our field or compete effectively, we will be unable to operate profitably.

We are engaged in a rapidly changing field. Other products and therapies that will compete directly with the products that we are seeking to develop and market currently exist or are being developed. Competition from fully integrated pharmaceutical companies and more established biotechnology companies is intense and is expected to increase. Most of these companies have significantly greater financial resources and expertise in discovery and development, manufacturing, preclinical and clinical testing, obtaining regulatory approvals and marketing than us. Smaller companies may also prove to be significant competitors, particularly through collaborative arrangements with large pharmaceutical and established biopharmaceutical or biotechnology companies. Many of these competitors have significant products that have been approved or are in development and operate large, well-funded discovery and development programs. Academic institutions, governmental agencies and other public and private research organizations also conduct research, seek patent protection and establish collaborative arrangements for therapeutic products and clinical development and marketing. These companies and institutions compete with us in recruiting and retaining highly qualified scientific and management personnel. In addition to the above factors, we will face competition based on product efficacy and safety, the timing and scope of regulatory approvals, availability of supply, marketing and sales capability, reimbursement coverage, price and patent position. There is no assurance that our competitors will not develop more effective or more affordable products, or achieve earlier patent protection or product commercialization, than our own.

Other companies may succeed in developing products earlier than ourselves, obtaining Health Canada, European Medicines Agency (the “EMEA”) and FDA approvals for such products more rapidly than we will, or in developing products that are more effective than products we propose to develop. While we will seek to expand our technological capabilities in order to remain competitive, there can be no assurance that research and development by others will not render our technology or products obsolete or non-competitive or result in treatments or cures superior to any therapy we develop, or that any therapy we develop will be preferred to any existing or newly developed technologies.

Clinical trials for our product candidates are expensive and time consuming, and their outcome is uncertain.

The process of obtaining and maintaining regulatory approvals for new therapeutic products is expensive, lengthy and uncertain. Costs and timing of clinical trials may vary significantly over the life of a project owing to any or all of the following non-exclusive reasons:

the duration of the clinical trial;

the number of sites included in the trials;

the countries in which the trial is conducted;

the length of time required and ability to enroll eligible patients;

the number of patients that participate in the trials;

the number of doses that patients receive;

the drop-out or discontinuation rates of patients;

per patient trial costs;

third party contractors failing to comply with regulatory requirements or meet their contractual obligations to us in a timely manner;

our final product candidates having different properties in humans than in laboratory testing;

the need to supend or terminate our clinical trials;

insufficient or inadequate supply of quality of necessary materials to conduct our trials;

potential additional safety monitoring, or other conditions required by FDA or comparable foreign regulatory authorities regarding the scope or design of our clinical trials, or other studies requested by regulatory agencies;

problems engaging institutional review boards (“IRB”) to oversee trials or in obtaining and maintaining IRB approval of studies;

the duration of patient follow-up;

the efficacy and safety profile of a product candidate;

the costs and timing of obtaining regulatory approvals; and

the costs involved in enforcing or defending patent claims or other intellectual property rights.

Late stage clinical trials are especially expensive, typically requiring tens of millions of dollars, and take years to reach their outcomes. Such outcomes often fail to reproduce the results of earlier trials. It is often necessary to conduct multiple late stage trials, including multiple Phase III trials, in order to obtain sufficient results to support product approval, which further increases the expense. Sometimes trials are further complicated by changes in requirements while the trials are under way (for example, when the standard of care changes for the disease that is being studied in the trial). Accordingly, any of our current or future product candidates could take a significantly longer time to gain regulatory approval than we expect, or may never gain approval, either of which could delay or stop the commercialization of our product candidates.

We may be required to suspend or discontinue clinical trials due to unexpected side effects or other safety risks that could preclude approval of our product candidates.

Our clinical trials may be suspended at any time for a number of reasons. For example, we may voluntarily suspend or terminate our clinical trials if at any time we believe that they present an unacceptable risk to the clinical trial patients. In addition, the FDA or other regulatory agencies may order the temporary or permanent discontinuation of our clinical trials at any time if they believe that the clinical trials are not being conducted in accordance with applicable regulatory requirements or that they present an unacceptable safety risk to the clinical trial patients.

Administering any product candidate to humans may produce undesirable side effects. These side effects could interrupt, delay or halt clinical trials of our product candidates and could result in the FDA or other regulatory authorities denying further development or approval of our product candidates for any or all targeted indications. Ultimately, some or all of our product candidates may prove to be unsafe for human use. Moreover, we could be subject to significant liability if any volunteer or patient suffers, or appears to suffer, adverse health effects as a result of participating in our clinical trials.

We may not receive regulatory approvals for our product candidates or there may be a delay in obtaining such approvals.

Our products and our ongoing development activities are subject to regulation by regulatory authorities in the countries in which we or our collaborators and distributors wish to test, manufacture or market our products. For instance, the FDA will regulate the product in the U.S. and equivalent authorities, such as the European Medicines Agency (“EMA”), will regulate in Europe. Regulatory approval by these authorities will be subject to the evaluation of data relating to the quality, efficacy and safety of the product for its proposed use, and there can be no assurance that the regulatory authorities will find our data sufficient to support product approval.

The time required to obtain regulatory approval varies between countries. In the U.S., for products without “Fast Track” status, it can take up to eighteen (18) months after submission of an application for product approval to receive the FDA’s decision. Even with Fast Track status, FDA review and decision can take up to twelve (12) months.

Different regulators may impose their own requirements and may refuse to grant, or may require additional data before granting, an approval, notwithstanding that regulatory approval may have been granted by other regulators. Regulatory approval may be delayed, limited or denied for a number of reasons, including insufficient clinical data, the product not meeting safety or efficacy requirements or any relevant manufacturing processes or facilities not meeting applicable requirements as well as case load at the regulatory agency at the time.

Our success will be dependent upon our ability, and our collaborative partners’ abilities, to maintain compliance with regulatory requirements, including cGMP, and safety reporting obligations. The failure to comply with applicable regulatory requirements can result in, among other things, fines, injunctions, civil penalties, total or partial suspension of regulatory approvals, refusal to approve pending applications, recalls or seizures of products, operating and production restrictions and criminal prosecutions.

After regulatory approval has been obtained for medicinal products, the product and the manufacturer are subject to continual review, including the review of adverse experiences and clinical results that are reported after our products are made available to patients, and there can be no assurance that such approval will not be withdrawn or restricted. Regulators may also subject approvals to restrictions or conditions, or impose post-approval obligations on the holders of these approvals, and the regulatory status of such products may be jeopardized if such obligations are not fulfilled. If post-approval studies are required, such studies may involve significant time and expense.

The manufacturer and manufacturing facilities we use to make any of our products will also be subject to periodic review and inspection by the FDA or EMA, as applicable. The discovery of any new or previously unknown problems with the product, manufacturer or facility may result in restrictions on the product or manufacturer or facility, including withdrawal of the product from the market. We will continue to be subject to the FDA or EMA requirements, as applicable, governing the labeling, packaging, storage, advertising, promotion, recordkeeping, and submission of safety and other post-market information for all of our product candidates, even those that the FDA or EMA, as applicable, had approved. If we fail to comply with applicable continuing regulatory requirements, we may be subject to fines, suspension or withdrawal of regulatory approval, product recalls and seizures, operating restrictions and other adverse consequences.

We believe that there will be many different applications for our products. We also believe that the anticipated market for our products will continue to expand. These assumptions may prove to be incorrect for a variety of reasons, including competition from other products and the degree of our products’ commercial viability.

We rely on key personnel and, if we are unable to retain or motivate key personnel or hire qualified personnel, we may not be able to grow effectively.

We are dependent on our Chief Executive Officer, Itamar Shimrat, our Executive Chairman, Yoram Drucker, and on scientific and drug development staff and consultants, including Professor Yair Reisner, the loss of services of one or more of whom could materially adversely affect us.

We currently do not have full-time employees, but we retain the services of part-time staff on an independent contractor/consultant and contract-employment basis. Our ability to manage growth effectively will require us to continue to implement and improve our management systems and to recruit and train new employees. Although we have done so in the past and expect to do so in the future, there can be no assurance that we will be able to successfully attract and retain skilled and experienced personnel.

We maintain our accounts in both U.S. dollars and Israeli shekels. A portion of our expenditures are in foreign currencies, most notably in U.S. dollars, and therefore we are subject to foreign currency fluctuations, which may, from time to time, impact our financial position and results. We may enter into hedging arrangements under specific circumstances, typically through the use of forward or futures currency contracts, to minimize the impact of increases in the value of the U.S. dollar. In order to minimize our exposure to foreign exchange fluctuations we may hold sufficient U.S. dollars to cover our expected U.S. dollar expenditures.

Our business exposes us to potential product liability risks, which are inherent in the testing, manufacturing, marketing and sale of therapeutic products. Human therapeutic products involve an inherent risk of product liability claims and associated adverse publicity. While we will continue to take precautions we deem appropriate, there can be no assurance that we will be able to avoid significant product liability exposure. We do not currently maintain liability insurance coverage as such insurance is expensive and difficult to obtain. We plan to obtain liability insurance coverage, and when we do so it may not be available on acceptable terms, if at all. In regard to liability insurance coverage for the European clinical trials, Yeda will maintain such insurance for the trials, which will cover and extend to the Company as a sponsor. Should we ever conduct trials in our own name, we would obtain liability insurance coverage at that time. The inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims could prevent or inhibit the commercialization of our current or potential products. A product liability claim brought against us in a clinical trial or a product withdrawal could have a material adverse effect upon us and our financial condition.

We do not currently maintain directors and officers liability insurance, also known as “D&O Insurance.” However, we plan to obtain D&O Insurance for our directors and officers at or around the period immediately following the closing of the Share Exchange Agreement.

We may become subject to liabilities related to risks inherent in working with hazardous materials.

Our discovery and development processes involve the controlled use of hazardous and radioactive materials. We are subject to federal, state, provincial and local laws and regulations governing the use, manufacture, storage, handling and disposal of such materials and certain waste products. Although we believe that our safety procedures for handling and disposing of such materials comply with the standards prescribed by such laws and regulations, the risk of accidental contamination or injury from these materials cannot be completely eliminated. In the event of such an accident, we could be held liable for any damages that result and any such liability could exceed our resources. We are not specifically insured with respect to this liability. Although we believe that we are in compliance in all material respects with applicable environmental laws and regulations and currently do not expect to make material capital expenditures for environmental control facilities in the near-term, there can be no assurance that we will not be required to incur significant costs to comply with environmental laws and regulations in the future, or that our operations, business or assets will not be materially adversely affected by current or future environmental laws or regulations.

We identified a material weakness in our internal control over financial reporting and if the remediation procedures we have undertaken are unable to successfully remediate the existing material weakness, then the accuracy and timing of our financial reporting may be adversely affected.

In preparing our financial statements as of and for the year ended December 31, 2013, we identified control deficiencies in the design and operation of our internal control over financial reporting that together constituted a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. The material weaknesses identified were that we did not have adequate accounting systems and our accounting staff was inadequate both in terms of the number of personnel and their expertise in U.S. GAAP and SEC rules and regulations. As such, our controls over financial reporting were not designed or operating effectively. We believe we have remediated this material weakness as of the date of this filing. However, sufficient time has not passed to allow us to test the effects of such remedies on the efficacy of our controls over financial reporting.

The material weakness in our internal control over financial reporting was attributable to inadequate accounting systems. In addition, our accounting staff was inadequate both in terms of the number of personnel and their expertise in U.S. GAAP and SEC rules and regulations. In response to this material weakness, we engaged the services of additional personnel with knowledge of U.S. GAAP and public company financial reporting expertise to enhance our financial management and reporting infrastructure, and further develop and document our accounting policies and financial reporting procedures.

Our independent certified public accounting firm is not required to perform an evaluation of our internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act by virtue of our status as an “emerging growth company” as defined in the ~~Jumpstart~~JOBS Act. In light of the control deficiencies and the resulting material weakness that were identified as a result of the limited procedures we did perform, it is possible that additional material weaknesses and significant control deficiencies may have been identified if we and our independent registered public accounting firm performed an evaluation of our internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act. However, for as long as we remain an “emerging growth company” as defined in the JOBS Act, we intend to take advantage of the exemption permitting us not to comply with the requirement that our independent registered public accounting firm provide an attestation on the effectiveness of our internal control over financial reporting.

If we failed to remediate the material weakness or if in the future we fail to meet the demands that will be placed upon us as a public company, we may be unable to accurately report our financial results, or report them within the timeframes required by law or stock exchange regulations. Failure to comply with Section 404 of the Sarbanes-Oxley Act could also potentially subject us to sanctions or investigations by the SEC or other regulatory authorities.

There is not an active liquid trading market for the Company’s Common Stock.

The Company voluntarily reports under the Exchange Act and its Common Stock is eligible for quotation on the OTC Markets. However, there is no regular active trading market in the Company’s Common Stock, and we cannot give an assurance that an active trading market will develop. If an active market for the Company’s Common Stock develops, there is a significant risk that the Company’s stock price may fluctuate dramatically in the future in response to any of the following factors, some of which are beyond our control:

variations in our quarterly operating results;

announcements that our revenue or income are below analysts’ expectations;

general economic slowdowns;

sales of large blocks of the Company’s Common Stock; and

announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments.

Our Common Stock is subject to the “penny stock” rules of the Securities and Exchange Commission, which may make it more difficult for stockholders to sell our Common Stock.

The SEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a person’s account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person, and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination, and that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of the Company’s Common Stock if and when such shares are eligible for sale and may cause a decline in the market value of its stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

We may not be able to attract the attention of brokerage firms because we became a public company by means of a reverse acquisition.

Because we became public through a “reverse acquisition," securities analysts of brokerage firms may not provide coverage of us since there is little incentive to brokerage firms to recommend the purchase of our Common Stock. No assurance can be given that brokerage firms will want to conduct any secondary offerings on behalf of the Company in the future.

Applicable regulatory requirements, including those contained in and issued under the Sarbanes-Oxley Act of 2002, may make it difficult for the Company to retain or attract qualified officers and directors, which could adversely affect the management of its business and its ability to obtain or retain listing of its Common Stock.

The Company may be unable to attract and retain those qualified officers, directors and members of board committees required to provide for effective management because of the rules and regulations that govern publicly held companies, including, but not limited to, certifications by principal executive officers. The enactment of the Sarbanes-Oxley Act has resulted in the issuance of a series of related rules and regulations and the strengthening of existing rules and regulations by the SEC, as well as the adoption of new and more stringent rules by the stock exchanges. The perceived increased personal risk associated with these changes may deter qualified individuals from accepting roles as directors and executive officers.

Further, some of these changes heighten the requirements for board or committee membership, particularly with respect to an individual’s independence from the corporation and level of experience in finance and accounting matters. The Company may have difficulty attracting and retaining directors with the requisite qualifications. If the Company is unable to attract and retain qualified officers and directors, the management of its business and its ability to obtain or retain listing of our shares of Common Stock on any stock exchange (assuming the Company elects to seek and are successful in obtaining such listing) could be adversely affected.

If the Company fails to maintain an effective system of internal controls, it may not be able to accurately report its financial results or detect fraud. Consequently, investors could lose confidence in the Company’s financial reporting and this may decrease the trading price of its stock.

The Company must maintain effective internal controls to provide reliable financial reports and detect fraud. The Company has been assessing its internal controls to identify areas that need improvement. It is in the process of implementing changes to internal controls, but has not yet completed implementing these changes. Failure to implement these changes to the Company’s internal controls or any others that it identifies as necessary to maintain an effective system of internal controls could harm its operating results and cause investors to lose confidence in the Company’s reported financial information. Any such loss of confidence would have a negative effect on the trading price of the Company’s stock.

Our officers and directors and affiliates will on a pro forma basis beneficially own approximately 28.39% of our outstanding ordinary shares after the closing of the Private Placement. Such concentrated control of the Company may adversely affect the value of our ordinary shares. If you acquire our ordinary shares, you may have no effective voice in our management. Sales by our insiders or affiliates, along with any other market transactions, could affect the value of our ordinary shares.

We have paid no dividends on our Common Stock to date and it is not anticipated that any dividends will be paid to holders of our Common Stock in the foreseeable future. While our future dividend policy will be based on the operating results and capital needs of the business, it is currently anticipated that any earnings will be retained to finance our future expansion and for the implementation of our business plan. As an investor, you should take note of the fact that a lack of a dividend can further affect the market value of our stock, and could significantly affect the value of any investment in our Company.

Our articles of incorporation allow for our board to create a new series of preferred stock without further approval by our stockholders, which could adversely affect the rights of the holders of our Common Stock.

Our Board of Directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our Board of Directors have the authority to issue up to 10,000,000 shares of our preferred stock terms of which may be determined by the Board without further stockholder approval. As a result, our Board of Directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of Common Stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our Common Stock. In addition, our Board of Directors could authorize the issuance of a series of preferred stock that has greater voting power than our Common Stock or that is convertible into our Common Stock, which could decrease the relative voting power of our Common Stock or result in dilution to our existing stockholders. Although we have no present intention to issue any additional shares of preferred stock or to create any additional series of preferred stock, we may issue such shares in the future.

If our registration statement becomes effective, there will be a significant number of shares of Common Stock eligible for sale, which could depress the market price of such shares.

We have agreed to file a registration statement with the SEC to register the shares of our Common Stock issued or issuable in connection with the Private Placement. Following the effective date of such registration statement a large number of shares of Common Stock will be available for sale in the public market, which could harm the market price of the stock.

You may experience dilution of your ownership interests because of the future issuance of additional ordinary shares.

In the future, we may issue additional authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our shareholders. We may also issue additional shares of our securities that are convertible into or exercisable for ordinary shares, as the case may be, in connection with hiring or retaining employees, future acquisitions, future sales of its securities for capital raising purposes, or for other business purposes. The future issuance of any such additional shares may create downward pressure on the value of our securities. There can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with any capital raising efforts, including at a price (or exercise prices) below the price at which our shares may be valued or are trading in a public market.

As an issuer of “penny stock," the protection provided by the federal securities laws relating to forward looking statements does not apply to us.

Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading. Such an action could hurt our financial condition.

Our issuance of Common Stock upon exercise of warrants or options may depress the price of our Common Stock.

As of the date of this prospectus, we have 23,345,923 shares of Common Stock and warrants to purchase 8,903,160 shares of Common Stock. The issuance of shares of Common Stock upon exercise of outstanding warrants or options could result in substantial dilution to our ~~stock~~stockholders, which may have a negative effect on the price of our Common Stock.

Compliance with the reporting requirements of federal securities laws can be expensive.

As a public reporting company in the United States, we are subject to the information and reporting requirements of the Exchange Act and other federal securities laws, and the compliance obligations of the Sarbanes-Oxley Act. The costs of preparing and filing annual and quarterly reports as well as other information with the SEC and furnishing audited reports to shareholders is ~~presently~~significant.

Statements contained in this prospectus and the Form S-1 Registration Statement of which this prospectus is a part may be “forward-looking statements.” Forward-looking statements include, but are not ~~traded~~limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in this prospectus, including the risks described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in this prospectus and in other documents which we file with the Securities and Exchange Commission. In addition, such statements could be affected by risks and uncertainties related to:

Any forward-looking statements speak only as of the date on which they are made, and except as may be required under applicable securities laws, we do not undertake any ~~market~~obligation to update any forward-looking statement to reflect events or ~~securities exchange and there is~~circumstances after the date of this current report.

The Selling Stockholders will receive all of the proceeds from the sale of the shares offered by them under this prospectus. We will not receive any proceeds from the sale of the shares by the Selling Stockholders covered by this prospectus. However, we will generate proceeds from any cash exercise of the warrants by the Selling Stockholders, if any. There can be no assurance that ~~a trading market~~any of the Selling Stockholders will exercise all or any of their warrants. We intend to use any proceeds received for our securities will ever develop. THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE SECTION OF THIS PROSPECTUS ENTITLED "RISK FACTORS", BEGINNING ON PAGE 4, BEFORE BUYING ANY SHARES OFgeneral corporate purposes.

MARKET FOR OUR COMMON STOCK. NEITHER THE U.S. 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 INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE WILL NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION HAS BEEN CLEARED OF COMMENTS AND IS DECLARED 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 OF SALE IS NOT PERMITTED. SUBJECT TO COMPLETION, DATED ___________, 2013 TABLE OF CONTENTS Page No. -------- SUMMARY OF PROSPECTUS 3 General Information 3 The Offering 3 RISK FACTORS 4 Risks Associated with our Business 4 Risks Associated with this Offering 8 USE OF PROCEEDS 10 DETERMINATION OF OFFERING PRICE 11 DILUTION 11 PLAN OF DISTRIBUTION 12 Offering will be Sold by Our Officer and Director 12 Terms of the Offering 13 Deposit of Offering Proceeds 13 Procedures and Requirements for Subscribing 13 DESCRIPTION OF SECURITIES 13 INTEREST OF NAMED EXPERTS AND COUNSEL 14 DESCRIPTION OF OUR BUSINESS 14 Executive Summary 14 Distribution Methods 16 Competitive Strengths and Strategy 21 Sources and Availability of Raw Materials 22 Dependence on one or a few Major Customers 23 Patents, Trademarks, Franchises, Concessions, Royalty Agreements or Labor Contracts 23 Need for Government Approval for Proposed Products or Services 23 Bankruptcy or Similar Proceedings 23 Reorganization, Purchase or Sale of Assets 23 Effects of Existing or Probable Government Regulation 23 Research and Development Costs during the Last Two Years 23 Costs and Effects of Compliance with Environmental Laws 23 Employees and Employment Agreements 24 DESCRIPTION OF PROPERTY 24 LEGAL PROCEEDINGS 24 MARKET FOR COMMON EQUITYSTOCK AND RELATED STOCKHOLDER MATTERS ~~24 REPORTS TO SECURITY HOLDERS 25 MANAGEMENT'S~~

The Company’s common stock is quoted under the symbol “CLCS” on the OTCQB. There has been no active trading of our Company’s common stock.

Our transfer agent is Globex Transfer, LLC, 780 Deltona Blvd., Suite 202, Deltona, FL 32725.

As of August 7, 2014, there were approximately 100 holders of record of the Company’s common stock.

As of August 7, 2014: (i) 8,903,160 shares of common stock are subject to outstanding warrants to purchase, or securities convertible into, common stock; (ii) 0 shares of common stock can be sold pursuant to Rule 144 under the Securities Act; and (iii) 0 shares of common stock are being, or has been publicly proposed to be, publicly offered by the Company.

The Company has never declared or paid any cash dividends on its Common Stock. The Company currently intends to retain future earnings, if any, to finance the expansion of its business. As a result, the Company does not anticipate paying any cash dividends in the foreseeable future.

As of the date of the filing of this prospectus, the Company does not have any equity compensation plan.

FINANCIAL CONDITION AND RESULTS OF OPERATION ~~25 DIRECTOR, EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSON 29 EXECUTIVE COMPENSATION~~

This Management Discussion and Analysis (“MD&A”) contains “forward-looking statements," which represent our projections, estimates, expectations or beliefs concerning among other things, financial items that relate to management’s future plans or objectives or to our future economic and financial performance. In some cases, you can identify these statements by terminology such as “may,” “should,” “plans,” “believe,” “will,” “anticipate,” “estimate,” “expect,” “project” or “intend,” including their opposites or similar phrases or expressions.

You should be aware that these statements are projections or estimates as to future events and are subject to a number of factors that may tend to influence the accuracy of the statements. These forward-looking statements should not be regarded as a representation by the Company or any other person that the events or plans of the Company will be achieved. You should not unduly rely on these forward-looking statements, which speak only as of the date of this MD&A. Except as may be required under applicable securities laws, we undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this MD&A or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks we describe under “Risk Factors” in this prospectus. Actual results may differ materially from any forward looking statement.

Our wholly-owned subsidiary, Cell Source Israel was founded in 2011 as a privately held company located in Tel Aviv, Israel. Our business is based on over ten (10) years of prominent research at the Weizmann Institute, the commercial arm of Yeda, from whom we license patented technology. Our exclusive, world-wide license provides us with access to certain discoveries, inventions and other intellectual property generated by Dr. Reisner, Head of the Immunology Department at the Weizmann Institute, together with others. Dr. Reisner leads a team at the Weizmann Institute to continue the development of these technologies in order to facilitate the transition of those technologies from the laboratory to clinical trials. We also collaborate with Dr. Herman Einsele and Dr. Franco Aversa, leading figures in bone marrow transplantation for cancer treatment and research, both of whom plan to serve on our Scientific Advisory Board and will oversee our initial clinical trials which, when started, will focus on addressing cancer through cell therapy accompanied by bone marrow transplants.

Our lead prospective product is our patented Veto-Cell immune system management technology, which is an immune tolerance biotechnology that enables the selective blocking of immune responses. The Company’s target indications include: lymphoma, multiple myeloma and BCLL (a form of leukemia treatment), facilitating transplantation acceptance (initially bone -marrow transplantation and subsequently organ transplantation), and ultimately treating a variety of non-malignant diseases.

Three Months Ended March 31, SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 32 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 33 DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 33 AVAILABLE INFORMATION 33 FINANCIAL STATEMENTS 34 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 34 2 TICKET TO SEE INC. 2620 REGATTA DRIVE, SUITE 102 LAS VEGAS, NV 89128 PROSPECTUS SUMMARY AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, "WE," "US," "OUR," "THE COMPANY" AND "TICKET TO SEE" REFERS TO TICKET TO SEE INC. THE FOLLOWING SUMMARY IS NOT COMPLETE AND DOES NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK. GENERAL INFORMATION ABOUT OUR COMPANY2014 Compared to the Three Months Ended March 31, 2013

Research and development expenses increased to $536,775 for the three months ended March 31, 2014 from $179,246 for the three months ended March 31, 2013, due to an increase in scientific consultation and legal expenses in connection with our Research and License Agreement with Yeda during the three months ended March 31, 2014 as compared to the three months ended March 31, 2013.

Research and development expenses decreased to $1,135,513 for the year ended December 31, 2013 from $1,219,515 for the year ended December 31, 2012, due to the decrease in fees incurred for scientific consultation in 2013 as compared to 2012.

General and administrative expenses were $235,967 for the three months ended March 31, 2014 compared to $48,753 for the three months ended March 31, 2013. The principal reasons for the increase were due to an increase in the payroll, travel and the bookkeeping expenses incurred in the current period compared to the prior period.

Our functional currency is the Israeli Shekel, but we report our results in United States Dollars (“USD”). The translation gains and losses are reported in other comprehensive loss/income. Foreign exchange gains and losses are the result of our incurring expenses in USD and then translating those USD expenses into Shekels. We will continue to incur some expenses in USD and as a result will continue to be exposed to foreign exchange gains and losses in part because it is expected that the Shekel will continue to be our functional currency.

We recognized a foreign exchange gain of $24,061 for the three months ended March 31, 2014 compared to a loss of $10,060 for the three months ended March 31, 2013. The change was due to changes in the exchange rate between the Israeli Shekel and the USD and to varying levels of USD accounts payable.

Interest expense for the three months ended March 31, 2014 was $0 as compared to expense of $34,533 for the three months ended March 31, 2013.

The financial information reported here in has been prepared in accordance with U.S. GAAP. Our functional currency is the Israeli Shekel, but we report our results in USD. The following table presents the Company’s results of operations for the year ended December 31, 2013 compared to the year ended December 31, 2012.

Net cash used in operating activities decreased to $893,942 for the year ended December 31, 2013 from $1,535,208 for the year ended December 31, 2012. The principal uses of funds were for services supporting the development of the Company’s business plan and research and development fees as well as the costs of the daily operations of the business.

We received $551,497 in net proceeds from the issuance of 735,327 shares of common stock during the year ended December 31, 2013 compared to $810,000 in proceeds from the issuance of 2,250,000 shares of common stock during the year ended December 31, 2012. In addition we received $210,000 and $300,000 during the years ended December 31, 2013 and 2012, respectively, from the issuance of convertible notes.

For the year ended December 31, 2013, we reported a loss of $1,783,650 and an accumulated deficit of $3,941,011. As of year ended December 31, 2013, the Company had cash and cash equivalents on hand of $28,878 and a working capital balance of $760,671. The Company does not have the prospect of achieving revenues in the near future, and the Company will require additional funding to maintain its research and development projects and for general operations. These circumstances lend substantial doubt as to the ability of the Company to meet its obligations as they come due.

Research and development expenses decreased to $1,135,513 for the year ended December 31, 2013 from $1,219,515 for year ended December 31, 2012.

Additionally, contracted research and travel were lower during the year ended December 31, 2013 compared to the year ended December 31, 2012. Contracted research costs were lower in the current period due to the initiation of the agreement with Yeda in the year ended December 31, 2012. Travel has decreased in the current period compared to the prior period as a result of cash shortages.

General and administrative expenses were $319,857 for year ended December 31, 2013 compared to $447,264 for the year ended December 31, 2012. The principal reasons for the decrease were due to higher professional fees and personnel costs incurred in the prior period. The decrease in professional fees related to costs incurred for the initiation of our first financial statement audit, legal fees related to the updating of our corporate records and for business development fees. Personnel costs increased in the year ended December 31, 2013 compared to the year ended December 31, 2012 due to an increase in salaries paid in the current period compared to the prior period.

Our functional currency is the Israeli Shekel, but we report our results in USD. The translation gains and losses are reported in other comprehensive loss/income. Foreign exchange gains and losses are the result of our incurring expenses in USD and then translating those USD expenses into Shekels. We will continue to incur some expenses in USD and as a result will continue to be exposed to foreign exchange gains and losses in part because it is expected that the Shekel will continue to be our functional currency.

We recognized a foreign exchange loss of $21,339 for the year ended December 31, 2013 compared to a loss of $64,565 for the year ended December 31, 2012. The change was due to changes in the exchange rate between the Israeli Shekel and the USD and to varying levels of USD accounts payable.

Interest expense for the year ended December 31, 2013 was $681,780 as compared to $8,633 for the year ended December 31, 2012. The increase is primarily attributable to an increase in the amortization of debt discount.

Our independent registered public accountants, in their audit report accompanying our financial statements for the year ended December 31, 2013, expressed substantial doubt about our ability to continue as a going concern due to our status as a development stage organization without any revenues to fund development and operating expenses.

The Company has not generated any revenues since its inception, has recurring net losses and a working capital deficit as of December 31, 2013 and 2012 of approximately $761,000 and $183,200, respectively, and used cash in operations of approximately $894,000 and $1,535,000 for the years ended December 31, 2013 and 2012, respectively. In addition, the Company has an accumulated deficit from inception of approximately $3,941,000.

The ability of the Company to continue its operations is dependent on management’s plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company may need to incur additional liabilities with certain related parties to sustain the Company’s existence. If the Company were not to continue as a going concern, it would likely not be able to realize on its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the financial statements.

There can be no assurances that the Company will be successful in generating additional cash from equity or other sources to be used for operations. Should the Company not be successful in obtaining the necessary financing to fund its operations, the Company would need to curtail certain or all operational activities and/or contemplate the sale of its assets if necessary.

Our discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses and related disclosure of contingent assets and liabilities. We review our estimates on an ongoing basis. We base our estimates on historical experience and on various other factors that we believe to be reasonable under the circumstances. Actual results may differ from these estimates. We believe the judgments and estimates required by the following accounting policies to be critical in the preparation of our consolidated financial statements.

Significant Factors, Assumptions, and Methodologies Used in Estimating Fair Value of Common Stock

We performed valuations to estimate the fair value of our common stock at March 31, 2014, December 31, 2013 and December 31, 2012 (Valuation Dates). To determine the value of our common stock at each Valuation Date, we considered the following three possible valuation methods: (1) the income approach, (2) the market approach and (3) the cost approach to estimate our enterprise value.

The income approach focuses on the income-producing capability of a business by estimating value based on the expectation of future cash flows that a company will generate - such as cash earnings, cost savings, tax deductions, and the proceeds from disposition. These cash flows are discounted to the present using a rate of return that incorporates the risk-free rate for the use of funds, the expected rate of inflation, and risks associated with the particular investment. The selected discount rate is generally based on rates of return available from alternative investments of similar type, quality and risk.

The market approach valuation method measures the value of an asset or business through an analysis of recent sales or offerings of comparable investments or assets. When applied to the valuation of equity interests, consideration is given to the financial condition and operating performance of the entity being appraised relative to those of publicly traded entities operating in the same or similar lines of business, potentially subject to corresponding economic, environmental and political factors and considered to be reasonable investment alternatives.

In addition to the income approach and market approach valuation methods, we also considered the cost approach as a valuation method. This approach measures the value of an asset by the cost to reconstruct or replace it with another of like utility.

The Company selected a Market Approach to estimate the fair value of the Common shares as the Company sold shares of Common Stock to third parties in 2012 and 2013.

Using an option pricing method and the relative fair values, the Company derived the implied equity value for the Common Stock based on the sale of the Units described above.

There is inherent uncertainty in our forecasts and projections, and if we had made different assumptions and estimates than those described previously, the determined fair value of our common stock as of each of the Valuation Dates could have been materially different.

We account for certain warrants under the authoritative guidance on accounting for derivative financial instruments indexed to, and potentially settled in, a company’s own stock, on the understanding that in compliance with applicable securities laws, the warrants require the issuance of securities upon exercise and do not sufficiently preclude an implied right to net cash settlement. We classify warrants in our balance sheet as a derivative liability which is fair valued at each reporting period subsequent to the initial issuance. We use a probability-weighted Black-Scholes pricing model to value the warrants. Determining the appropriate fair-value model and calculating the fair value of warrants requires considerable judgment. Any change in the estimates (specifically probabilities) used may cause the value to be higher or lower than that reported. The estimated volatility of our common stock at the date of issuance, and at each subsequent reporting period, is based on the historical volatility of similar life sciences companies. The risk-free interest rate is based on rates published by the government for bonds with a maturity similar to the expected remaining life of the warrants at the valuation date. The expected life of the warrants is assumed to be equivalent to their remaining contractual term.

Cell Source, Inc., f/k/a Ticket To See Inc., was incorporated in the State of Nevada on June 6, ~~2012. We are a development stage company~~2012 with a mission to make the buying and selling of advance event tickets easier, more accessible, and cost-effective for clients (venues / artists / promoters) and consumers. ~~We plan~~This was to ~~accomplish our mission~~be done by providing an online, print-your-own ticketing platform for ticketed events of all kinds, including special events, attractions, and shows /and exhibits. ~~Management believes~~

Prior to the Share Exchange, Cell Source Israel was a privately held company located in Tel Aviv, Israel. Cell Source Israel was founded in 2011 in order to commercialize a suite of inventions that were the result of over ten (10) years of research at the Weizmann Institute of Science in Rehovot, Israel (“Weizmann Institute”). Pursuant to a Research and License Agreement by and between Cell Source Israel and Yeda Research and Development Company Limited ("Yeda"), dated October 3, 2011, as amended on April 1, 2014 (the “Yeda License Agreement”), Yeda, the commercial arm of the Weizmann Institute, granted Cell Source Israel an exclusive license to certain patents, discoveries, inventions, and other intellectual property generated (together with others) by Yair Reisner, Ph.D. (“Dr. Reisner”), head of the Immunology Department at the Weizmann Institute.

We are a cell therapy company focused on effectively treating lymphoma and other blood cell cancers. Our technology seeks to address one of the most fundamental challenges within human immunology:how to tune the immune response such that it tolerates selected desirable foreign cells, but continues to attack all other (undesirable) targets.A number of severe medical conditions are characterized by this need. These include:

Haematological malignancies (blood cancers) comprise a variety of lymphomas and leukemias. A very important treatment protocol for these malignancies involves the use of hematopoietic stem cell transplantation (“HSCT”). To the best of our knowledge, approximately 50,000 bone marrow transplantations are performed annually worldwide (table below). Our technology will be immediately applicable to, at a minimum, the 47% of worldwide bone marrow transplants that are allogeneic (using cells taken from another individual).

HSCT has a curative effect when ~~consumers utilize~~successful. However, it is very risky. HSCT involves destroying the patient’s native immune system with radiation or chemotherapy (myeloablation) before the transplantation, and then suppressing immune response (immunosuppression) with drugs to manage the conflicts between host and donor cells, often for the rest of the patient’s life. Approximately 50% of all transplant patients die within two (2) years of transplantation due to either aggressive pre-transplant immune suppression or post-transplant complications such as infections.

Myeloablation and immunosuppression are dangerous and difficult to tolerate, especially in patients over age 50. Therefore HSCT has been largely off-limits to the older patient population and has traditionally been used only when said older patient is clearly terminal.

There is widespread awareness of the need for improved immune-system management technologies for HSCT – both to improve outcomes of transplantations that have already taken place and to make transplantation safe enough to become appropriate for older patients and those with earlier-stage diseases.

We aspire to use Veto-Cell technology to dramatically improve the outcomes of the allogeneic transplantations already being performed, and thereby to rapidly penetrate the current market. However, our target population greatly exceeds those patients who currently undergo HSCT, as the firm’s tolerizing technology could potentially make allogeneic transplantation an option for a much larger proportion of the diseased population. The following table shows the prevalence of the specific haematological malignancies on which we will focus:

For the purposes of this document, it is assumed that the immediate candidates for Cell Source-enabled HSCT will be the subset of cancer patients that today receive transplantations as part of their cancer treatment (rightmost column in table above). We believe that these patients will benefit from Veto-Cell adjunct therapy, as such therapy aspires to improve the success and reduce the risk and mortality of a procedure that they are having anyway. With time, as Veto-Cell treatment becomes more widespread and data is accumulated, we believe that the percentage of patients that will be referred for Veto-Cell enabled HSCT will increase significantly.

It is also important to note that incidence of these diseases is increasing, with up to a 77 percent increase in the number of newly diagnosed hematologic malignancies among the older population expected to occur over the next 20 years.SeeMohamed L. Sorror et al.,Long-term Outcomes Among Older Patients Following Nonmyeloablative Conditioning and Allogeneic Hematopoietic Cell Transplantation for Advanced Hematologic Malignancies, J. Am. Med. Ass'n, Nov. 2, 2011, at 1874.

There are four important market trends affecting the haematological malignancies market:

The trends are highlighted on the above charts. The incidence (above left) of leukemias and other blood cancers has been rising. At the same time (above right) death rate from these conditions has been falling. The improving death rate is largely due to the proliferation of better HSCT techniques. (Source: Bell Potter Securities.)

These trends have led to, and been driven by, the increasing number of transplantations as shown in the graphic below. Note that the most significant growth since 2000 is in the area of allogeneic transplantations, including transplantations from unrelated donors (light-blue line).

However, despite the above trends, the use of HSCT, especially allogeneic, remains generally limited to younger, healthier patients because of the risks associated with the myeloablative treatments required to reduce the host immune response and Graft versus Host Disease (“GVHD”). This means that the “gold-standard” of treatment is largely unavailable to the age cohort that makes up the majority of sufferers of these diseases.

The Company aspires to addresses this issue in a distinctive manner by significantly reducing the need for myeloablative treatment and avoiding the risk of GVHD, thereby improving the outlook for allogeneic transplantations and enabling their use in a much larger population set.

While Hematological malignancies represent the Company's initial focus, the Company's selective immune response blocking technology may also be effective in treating certain non-malignant blood and immune system ~~they~~disorders. This would represent an additional growth opportunity for the Company.

The target non-malignant diseases are widespread. The Company's first non-malignant disorder target is expected to be sickle cell anemia. This is a serious and relatively common disease.

Sickle cell anemia can be treated by HSCT which replaces the defective bone marrow cells. However, because of HSCT’s riskiness, the procedure is currently used only in extreme cases. If successful in enabling safer HSCT, the Company will ~~have~~make this treatment available to a broader set of sickle cell anemia sufferers. As the therapy would be introduced in the form of bone marrow transplantation, we assume that only patients with relatively severe forms of the disease will initially be candidates. As such, only a minority of sickle cell anemia patients will be treatment candidates.

A second target within non-malignant disorders is support of organ transplantations (kidney, liver, etc.). Approximately 60,000 such procedures are conducted in North America and the EU each year. As with bone marrow transplantations, organ transplantations require substantial immunosuppression to prevent rejection. This ongoing treatment is dangerous, quality-of-life reducing, and costly. The Company's Veto-Cell technology can potentially be used to selectively reduce immune response to the transplanted organ, thus reducing the need for aggressive immunosuppression post transplantation.

The market for transplantation therapies is relatively concentrated. There are approximately 1,400 transplantation centers worldwide, with the vast majority of them concentrated in the Americas (primarily North America) and Europe as indicated in the chart below.

A relatively small subset of the above centers (often termed “Centers of Excellence”) tends to set the practice standards for the entire transplantation community. Therefore, as discussed in the Strategy section, the Company plans to focus its initial penetration strategy on a relatively small group of influential centers.

Reimbursement issues for our therapies are expected to be relatively straightforward. Once clinical effectiveness and regulatory approval are established, the value-proposition for payors and providers is expected to be clear and compelling. Issues connected with immunosuppression and rejection constitute a major component of bone marrow transplantation costs, and significant improvement in this area is expected to bring substantive cost-savings for payors.

We are in the general space of cell therapies. This is an emerging field, described by industry analysts as having “Blockbuster potential for regenerative treatments in indications with high level of unmet need." (Datamonitor.)

Within the cell therapy field, our initial focus is on allogeneic therapies (treatments using donor derived—as opposed to patient derived—cells), with a focus on haploidentical transplantations (transplantations that use cells from partially matched—as opposed to fully matched—donors and recipients). While potentially valuable, allogeneic therapies are relatively complex, risky, and expensive. A key driver of this complexity and associated costs is the conflict between host and donor immune systems, as discussed above.

Our technology, which in preclinical studies has shown the ability to ~~easily, reliably,~~enable tolerance of donor cells without affecting other immune processes, is fundamentally enabling. We expect it to significantly increase the safety, reduce the cost, and ~~cost-effectively purchase~~therefore broaden the scope of indications for such procedures.

Over time, we aspire to apply these technologies to autologous therapies (the processing and ~~print~~re-transplantation of an individual’s own cells) for example for the treatment of B cell malignancies. All of these treatments would take the form of non-invasive cell suspension treatments administered intravenously. The currently planned treatment modality of fully personalized medicine (i.e., using the patient’s own cells or those of a donor provided expressly by that patient) could, in some cases, eventually be supplanted by a more generic “off the shelf” modality offering which would be marketed as a pre-packaged suspension of cells and medium, taken and stored in advance for each cell “type” and then shipped to patients with the same “type” who have never met the donor. This delivery model is a longer term aspiration for us and is beyond the scope of our current market share projections.

Our current positioning in the cell-therapy and cancer therapy value chain is typical of an early clinical stage company: developing, validating and attaining regulatory approvals for the various applications of our technology platforms. Going forward, once the products are commercialized, physician and patient interest in these treatments is expected to drive insurer reimbursement for patients – a key demand lever. The generic value chain for biotechnology development commences with an invention which is formulated, patented and successful in pre-clinical animal trials. We have already passed this stage with our core platforms (Veto-Cell and Organsource). The next steps in development include human trials (testing first safety and then efficacy). Finally, the offering earns regulatory approval and patient treatment, along with the ensuing revenues, can commence. This can be a particularly lengthy process in the United States and therefore some medical treatments are approved in Europe or Asia and generate revenues there prior to commencing U.S. sales. Recently passed “fast track” regulation in the U.S. is aimed at getting critical treatments for life threatening conditions to patients more quickly.

Our successful preclinical validation of the Megadose Drug Combination treatment and the Veto-Cell treatment involved basic laboratory research including both in-vivo (live) animal trials and in-vitro (in a glass dish) human cell trials. This validates the protocol prior to commencing human clinical trials. Human clinical trials fine-tune the treatment protocol and confirm both safety and efficacy in treating patents. In parallel, the patents on the core technology go into the national phase in various countries and are emended with claims associated with exact treatment protocols, bolstering the protection afforded by already issued patents on the base technology.

In some cases, successful biotech companies have been able to capitalize on positive human clinical results (even prior to full approval for patient treatment) by either signing lucrative non-dilutive distribution option deals or by being partially or fully acquired by larger market participants. There is no indication or assurance that we are currently under consideration for any option or acquisition deal.

We are poised to commence human trials for the Megadose Drug Combination treatment and concurrently finalize human treatment protocols and seek approval for the Veto-Cell based treatments.

We have had positive preclinical results for three of our cell therapy treatments and for our organ generation and regeneration treatments. Yeda, the proprietary owners of the patents underlying our technologies from whom we license our patents, has been granted patents for its original Veto-Cell and for organ generation. The revised versions of the veto cell, additional organs for “Organsource,” and the combination of the Megadose treatment with a currently FDA approved drug (as a combined treatment) are the subject of a pending patent that leverages the priority of the already granted parents for organ generation, Veto-Cell and Megadose, respectively. We plan to conduct human clinical trials with terminal patients in remission. If these trials are successful, they will demonstrate both safety (the patients survived and were not harmed) and initial indications of efficacy (there are signs of prolonging the progression free period).

Our Technology Portfolio is comprised of two proprietary platforms. All the patents are owned by Yeda, and we license them exclusively on a worldwide bases. The two platforms are: Anti Third Party Veto-Cell and Organsource. Each platform already has been granted patents and has further patents pending.

The following sections provide an overview of each platform. Further information on the underlying science is available upon written request and the execution of an appropriate nondisclosure agreement.

Our primary focus is the Veto-Cell platform. When we licensed the Veto-Cell platform at our inception, we also exclusively licensed from Yeda the Organsource platform.

Our Veto-Cell technology is a next generation cell-therapy technology that enables the selective attenuation of the immune system. In other words, pre-clinical studies suggest that the treatment has the ability to reduce the immune response to selective “threats,” with low risk for adverse side effects.

What makes the Veto-Cell approach unique is the degree to which it leverages the inherent specificity of the human immune system. The immune system defends the body by creating a specific stream of T-cell clones for each of millions of individual threats. A given T-cell will attack only its specific target, ignoring all other threats. Our technology might enable the physician to selectively attenuate immune response, thus effectively “switching-off” an individual stream of T-cell clones without affecting any other such streams of T-cell clones dispatched by the immune system to attack unwanted incursions.

The technology is based on the discovery that certain T-cells have the property of attracting and proactively neutralizing immune attacks on them.

The technology has achieved distinctive results in animal live trial models.See, e.g., Thorsten Zenz,Exhausting T cells in CLL,Blood, Feb. 28, 2013, at 1485. If it succeeds in human clinical trials, we believe that it may have meaningful and potentially broad impact on the field of bone marrow transplantation:

In addition, our Veto-Cell technology may possibly play a role in the treatment of a number of serious and currently poorly treated non-malignant diseases. Furthermore, initial animal trials have shown potential anti-lymphoma activity.

Our Veto-Cell is a CD8 central memory anti-3rd party T-cell that has five critical properties:

The outcome is that when a large number of these cells are introduced into the body, they effectively eliminate the T-cell clones that the immune system dispatches to attack the desirable, transplanted bone marrow cells.

Thus, for example, if a population of Veto-Cells is derived from a donor, they will express the same peptide as do the donor’s cells. Therefore, the specific stream of host T-cells that would ordinarily attack the donor stem-cells, are instead directed to “decoy” Veto-Cells and disabled before they reach the transplantation.

Described in a Blood editorial as a “substantial advance in Cell Therapy," a notable characteristic of our Veto-Cell is that this mechanism is quite specific. Only those specific T-cell clones that were generated to attack cells from this specific donor are disabled. The rest of the immune system essentially remains intact.

This is in marked contrast with conventional immunosuppression which degrades the entire immune system and is therefore associated with severe risk of infection and, in the case of bone marrow transplantations, high mortality.

This effect is long-lived. Firstly, the Veto-Cells themselves are long-lived memory cells. Secondly, when infused with bone marrow cells the latter migrate to the thymus where, over time, they create a new “identity” in the host and initiate “chimerism,” where the host and donor cells peacefully co-exist. This chimerism has the effect of "educating" new T-cells being generated by the thymus to tolerate donor cells. This tolerance can become permanent.

Our Veto-Cell technology, an intravenously administered cell suspension, if successful, could initially be used in bone marrow and other transplantations associated with malignant disorders (i.e., cancers). At a later stage, Veto-Cell technology may be applied to selected non-malignant conditions. The following sections provide a brief overview of the use of the Veto-Cell technology in both of these scenarios.

In order to describe the effect of Veto-Cells in transplantation, it is helpful to first briefly review the state of the art:

In a conventional bone marrow transplant, the recipient first receives myeloablative conditioning – powerful chemotherapy and/or radiation therapy intended to destroy his/her own bone marrow cells. This has a threefold purpose:

Both rejection and GVHD are potentially life-threatening complications in and of themselves and also lead to the use of dangerous and costly immunosuppression medications. The Megadose technology addresses the foregoing two problems by introducing an extremely large population of selected donor cells into the host. This overwhelms the remaining host immune system, and therefore, reduces the risk of rejection. It also reduces the risk of GVHD, as the donor cells are selected so as to minimize the number of accompanying T-cells.

Megadose is a well-developed technology and is now used in clinical treatments where a “mismatched” bone marrow blood cancer transplantation is in order.

The Veto-Cell technology is a next generation of the Megadose concept. In a transplantation scenario, a population of donor Veto-Cells is created to "escort" the bone marrow cells when they are transplanted. This population is created by identifying donor cells with Veto-Cell properties, exposing them to simulated 3rd party cells (i.e., selecting only those that react to a third person and therefore by definition will not react to either host or donor), and expanding their population in the lab.

The Veto-Cells are then introduced into the host along with the transplanted stem-cells. The host mounts its normal immune response to the donor cells by generating a population of T-cell clones that will bind to any cells expressing markers from this specific donor. In a conventional transplantation, these T-cells would bind to and destroy donor stem-cells thus causing rejection of the transplant.

However, when the transplantation is accompanied by large numbers of Veto-Cells, this rejection mechanism is “ambushed." Since the Veto-Cells express the same donor markers as the stem-cells, the host T-cell clones will attempt to bind to the donor-derived Veto-Cells as noted above, which act as decoys by attracting and then counterattacking and killing the clones before they ever reach the bone barrow transplantation.

A further effect of Veto-Cells has been noted in mouse and in-vitro studies: donor Veto-Cells selectively attack host lymphoma malignant cells. This effect has been robust in animals, in fact completely eradicating lymphoma in mouse models (see Development Status section below).

The direct anti-cancer effect has been documented for several human B cell malignant lines, however, preliminary experiments with human anti-3^rd party veto cells prepared in a slightly different protocol than that used for the mouse studies, indicate that further optimization and verification are required before killing fresh human B-CLL or myeloma tumor cells could become a feasible option.

If this effect transfers to human patients, it may have significant therapeutic value for the above disorders, which as noted hereafter in the Marketing Strategy section, are among the largest blood cancer markets.

As discussed above, there are two major categories of non-malignant disorders that the Veto-Cell technology aspires to address: non-malignant hematological disorders and organ transplantations.

In the case of organ transplantations and congenital non-malignant hematological disorders, the goal of the veto cells is to enable transplantation (bone marrow or organ) by reducing host/donor immune system conflicts.

For example, in the case of congenital non-malignant diseases such as sickle cell anemia, the body’s bone marrow produces “flawed” cells. An effective treatment is HSCT which replaces the flawed host bone marrow with healthy donor cells. These cells then produce healthy blood cells, basically curing the anemia. As noted elsewhere however, today HSCT is a risky procedure because of the graft/host immune conflicts. It is therefore used infrequently to treat sickle cell disease. The Veto-Cell tolerizing technology would increase the target population for this treatment by significantly reducing these conflicts and by extension the procedure’s risk. Likewise, if permanent tolerance to donor hematopoietic cells is induced under safe conditions, the new immune status could permit acceptance of a kidney from the same donor, without further requirement for a toxic immune suppression currently used in organ transplantation. This means that patients who today are required to take expensive and sometimes debilitating anti-rejection medication daily for the rest of their lives would no longer have to do so.

The Veto-Cell platform has been extensively tested by in vitro studies (on both human and mouse disease) and confirmed in animal trials. The results appear to be consistently effective.

The following images show some example data from the Veto-Cell animal studies. Skin of black mice has been grafted onto the backs of white mice. The data show that T-cells from host and donor mice are fully coexisting in the treatment group using the Megadose treatment (“chimerism”). This is done using high levels of immune suppression that are associated with high mortality. Our Megadose drug combination aspires to produce the same results with lower, safer levels of immune suppression.

The anti- lymphoma tumor effect also appears to be consistently effective. The data below shows mice with non-Hodgkins lymphoma treated with Veto-Cell therapy.

The control group mice (A) have pronounced tumors by day 21, and have all died by day 28. By contrast, the Veto-Cell treatment group (B) show no tumor and all are still healthy by day 100.

We are less confident about the status of anti-human B-CLL as initial experiments in-vitro were not satisfactory as outlined in our progress report: “While marked progress has been made in developing a protocol for the generation of human Tcm either from normal donors or from B-CLL patients, the Tcm fail to kill autologous B-CLL tumor cells in-vitro. This problem might arise from the secretion of protective cytokines which can accumulate during the culture. This problem which is currently addressed as outlined below, can adversely affect our plans to start a clinical trial with autologous Tcm in patients with B-CLL.”

We envision that Veto-Cell therapy will be administered in an in-patient setting, typically as part of the existing preparation procedures for bone marrow transplantations. Blood will be taken from the donor. The frozen blood will be sent to a regional Company center where the Veto-Cells will be developed and expanded – a process that lasts up to two weeks. The Veto-Cells will then be sent to the transplantation center where they will be infused to the patient intravenously along with the transplantation.

The original Veto-Cell is protected by three granted patents and multiple additional pending patents in various countries. The patent for the current central memory or Tcm Veto-Cell, which is slated for human clinical trials, is still pending; however, the patent benefits from the priority of the previous Veto-Cell patents because these earlier versions act as “prior art” thereby bolstering the current patent application. The patents provide coverage on the Veto-Cell technology as discussed in the IP section below.

The Veto-Cell platform roadmap comprises three main programs as outlined in the table below. The specific clinical trials planned for each are detailed in the Clinical Trials section of this document.

Organsource is Yeda's patented technology, as referenced above. It has been granted patents in the United States and Europe. Organsource addresses the growing shortage of organs for human transplantation.

This means that porcine embryonic tissue can potentially become a source for human organ replacement. We intend to exercise our option to license this technology and intellectual property.

The main focus of the Organsource work to date has been demonstrating that organ precursor tissue can be successfully transplanted into both rodents and primates from pigs.

Pigs have long been considered the ideal source of organs for human transplantation for two reasons:

However, others’ previous experimental efforts to transplant porcine organs into primates have shown only limited success because a certain marker on pig blood vessels causes a hyper-immune response in primates (which, for example, have immediately killed organ recipients in trials with monkeys).

The Organsource technology avoids the hyper rejection problem by extracting embryonic pig tissue in a highly specific development window. Cells within this momentary window can grow inside the host using blood vessels of the host, not donor, origin. Therefore, they do not trigger the host hyper-immune response. However these embryonic organ precursors have developed sufficient organ differentiation to act as pre-organs in the host, and they grow into functional developed organs, in the case of primates, within a few months.

Specifically, a mouse with Type 1 diabetes received a transplanted porcine pre-pancreas, which grew into a full sized pancreatic organ largely composed of beta cells which secrete insulin, thus effectively treating diabetes in the mouse. Similar results have also been achieved in monkeys.

Organsource could theoretically provide a significant new source of transplantation organs for major human organ needs.

Work so far indicates positive results for growing a pancreas to replace one in which beta cells have been chemically disabled leading to a disease similar to that found in Type 1 Diabetes.

Organsource is at an early stage of development relative to the Veto-Cell platform. However, in-vitro results and animal trials have shown positive progress. For example:

Note that within days of the transplantation, the insulin requirements drop sharply, indicating that the porcine cells are now producing insulin in the monkey, and 10 months after transplantation the monkey is diabetes free. Considering that in these experiments the recipient body weight is small, and a large dose of tissue was used for transplantation, it could be argued that our approach might not be feasible for treating large human adults. In other words, the number of porcine pancreases required for the dosage for treating a large human being may prove to be prohibitive.

Administration of Organsource is may be less invasive than a typical organ transplantation procedure. In the case of smaller organs such as the pancreas, Organsource transplantation requires only a relatively minor procedure. This is because precursor cells rather than full grown organs are being introduced.

Since the embryonic implants can promptly attract blood vessels they therefore can be placed in sites in the body nearer to the surface of the skin instead of deeper internal sites such as the pancreatic cavity.

A U.S. patent has been granted for porcine liver generation and a European patent was recently granted for pancreas generation. Patents for heart, kidney, lung, and lymph glands are pending. There is also a patent pending for repairing existing lung tissue using human embryonic cells.

Our Organsource roadmap is to continue animal testing in vivo, with an eventual aspiration to human trials. Organsource’s next animal tests will attempt to regenerate healthy lungs in mice that currently have diseased lungs and to refine the process of and specific tissue doses required for regenerating pancreases in monkeys and to address organ rejection in such pancreatic procedures. Organsource’s first human trials, which we don’t forecast occurring within the next five years, will most likely concern porcine pancreatic tissue to humans or using human embryonic cells to effectively treat diseased lungs.

Currently, we do not have any products, and there is no assurance that we will be able to develop any products.

Our initial products will likely be based on the Veto-Cell platform. We are also about to commence human trials for a new product that combines Dr. Reisner’s existing Megadose technology with an existing generic FDA approved drug. This combination of products has a potential to be an early source of revenues. Additionally, the Organsource platform may potentially generate products and revenues in the longer term.

The following products are currently planned and represent most of the projected revenues presented in the financial section:

Treatment will comprise a course of infusions of Veto-Cells derived from the donor and processed in a Company facility that will be accessible to the transplantation center at the time of transplantation.

This therapy will comprise a course of infusions derived from the patient’s own blood and prepared for autologous transplantation. (In cases of allogeneic transplantation, donor cells will be used.) This treatment exploits the observed effect that Veto-Cells tend to selectively attack lymphoma cells that is described in the Technology section.

Target indications for Veto-Cell therapy for nonmalignant disorders are likely to be: tolerizing therapy for allogeneic transplantations for sickle cell anemia and aplastic anemia (by using bone marrow transplantations as referenced in no. 2 above) and tolerizing therapy for conventional organ transplantations.

The development and commercialization of new cell therapies is highly competitive. Our products are focused on treatment of blood cancers, non-malignant blood disorders and organ transplantations. Various products are currently marketed for the treatment of blood cancers. A number of companies are also developing new treatments. In addition to competition from a variety of other nascent unconventional medical treatments, we also face competition from established pharmaceutical and biotechnology companies, as well as from academic institutions, government agencies and private and public research institutions worldwide. For instance, our competitors include the technology developed by Micromet, Inc., which was since acquired by Amgen Inc. and Avila Therapeutics, a wholly-owned subsidiary of Celgene Corporation.

Many of our competitors have significantly greater financial resources and expertise in research and development, manufacturing, pre-clinical testing, conducting clinical trials, obtaining regulatory approvals and marketing approved products than we do. Earlier stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. While our commercial opportunities may be reduced or eliminated if our competitors develop and commercialize products that are safer, more effective, have fewer side effects or are less expensive than our own products, we believe that if our human trials show efficacy at the same levels of our animal trials, we would have the potential to develop at least a niche market share.

We expect that our ability to compete effectively will depend upon our capacity to:

Failure in efficiently developing and executing these capabilities may have an adverse effect on our business, financial condition or results of operations.

Our strategy is based on two underlying drivers: (a) that animal studies show Veto-Cell technology to be consistently effective; and (b) that the lead indications (certain blood cancers) are relatively common, have high mortality and have limited treatment options today.

Based on the foregoing drivers, we have developed a business plan with the objective of obtaining regulatory approvals and subsequently launching product sales with a focus on Europe, Asia and the United States.

We are pursuing a staged entry strategy. The first several years will be narrowly focused, both in terms of market segments (Lymphoma, 3rd party clinical trials and bone marrow transplantation) and products (Megadose drug combination and then, hopefully, our Veto-Cell platform).

Subsequently, we plan to broaden the segmentation strategy to include additional bone marrow transplantation indications as well as selected genetic non-malignant diseases. The product strategy may also be broadened to include the Organsource platform.

Within the general market for immune therapies, hawse have selected target market segments (i.e., medical conditions) for initial focus based on two (2) key criteria:

We will initially focus on indications that score highly with respect to both criteria (e.g., Multiple Myeloma and BCLL). These conditions may qualify for Fast Track status with the FDA, and, due to the cost of current treatment alternatives, could potentially support profitable price points for effective new treatments.

Cell Source may commence human clinical trials with its first commercial product as early as 2014. Future products may include Veto-Cell tolerance inducement therapy for allogeneic bone marrow transplantations and Veto-Cell cell therapy for lymphoma.

Following the initial market penetration and establishment of solid market positioning, we plan to broaden the product offering to address a wider variety of indications which may include custom Veto-Cell developments for specific non-malignant diseases and continued work on Organsource.

Assuming positive clinical trials, we will initially focus our sales efforts of Veto-Cell autologous therapy on centers dealing with Stage 4 Lymphomas. High profile, high volume HSCT facilities can be targeted to market the Megadose drug combination, possibly augmented in the future by Veto-Cell therapy.

Current plans are to introduce the products first in North America and Western Europe, and, perhaps concurrently, in China. Focusing on key transplantation facilities in target geographic markets will allow us to both refine the administration of our products and bolster our reputation in respective markets.

After the introductory period, we plan to expand its activities in its initial markets while simultaneously broadening geographic coverage. In Stage 2, we plan to initiate active marketing efforts in the remaining Western European countries, Japan, Australia, Eastern Europe, Russia and Brazil.

The initial target market is concentrated and networked. It comprises the approximately 40 leading transplantation centers in the target geographies. As discussed in the Market Access and Channels section, these centers are well connected to each other and tend to quickly share innovations and best practices.

The planned penetration strategy is to introduce Veto-Cell into the best-known and most influential centers in North America and Western Europe, and benefit from the exposure and industry leadership provided by these centers.

This initial penetration strategy includes incorporating these centers into the clinical trials so as to expose and involve their medical leadership.

In the longer term, we plan to drive use and awareness within and across the broader oncology community in order to encourage oncologists to refer their patients to centers that already use our products and therapies and to encourage pull-influence on additional centers to adopt our products and therapies.

The broader provider community will be addressed by attending conventions where research and best clinical practices are shared, seminars are conducted, and networking opportunities are provided for the physicians.

Veto-Cell doses are to be prepared by our personnel (not outsourcers) in our facilities. This is to both protect trade-secrets and directly control quality during the initial stages.

The graphic below outlines the general operating model in each geographic market.

Patient care facilities send frozen cells (donor and/or host depending on application) to a Cell Source processing center. Most likely, the first processing center will consist of lab space leased from a large transplantation center. Such a transplantation center has appropriate equipment and infrastructure, along with available production capacity, and will also represent an immediate market for our offerings for use in their own ~~tickets using any Internet-connected computer. Tickets~~procedures. The Cell Source processing center processes the cells and sends the treated cells and appropriate protocols back to the caregiver for infusion at time of transplantation.

In the introductory period, we plan on establishing two centers in the U.S. (East and West Coast), one in Western Europe (most likely Germany), and one in China. Specific locations and timing are to be determined. Initially, we plan to outsource production capacity from existing facilities at or adjacent to large hospitals. Subsequently, sales from these centers can justify and fund stand-alone facilities.

The general goal of the initial four centers is to support the FDA process, provide full coverage for the North American and European markets, and provide access to the developing Chinese market. Following the introductory period in each respective market, we may elect to migrate the production facilities from leased space in transplantation center laboratories to company-owned stand-alone facilities.

In general, we assume a capital cost per stand-alone production facility of $8M. This estimate is based, in part, on the projected high costs of GMP “clean rooms,” each of which can cost $1 million to set up. We will need to obtain financing in order to fund the setup of such facilities. There can be no assurance that financing will be ~~printed instantly~~available in amounts or on terms acceptable to us, if at all.

We will initially focus our clinical trials on certain lymphomas and leukemias, for which our Veto-Cell technology constitutes a potential breakthrough. These two indications have unmet needs, as evidenced by the recent acquisitions of lymphoma/leukemia biotechnology firms Micromet and Avila Therapeutics for $1.16B and over $350M in cash, respectively. These acquisitions are especially notable because their ~~home~~respective lead treatment candidates were then only in Phases 1 and 2 of clinical trials.

We plan to initiate a company-sponsored "Phase 1/2" clinical trials by the end of 2014. These trials combine traditional Phase 1 safety trials with Phase 2 efficacy trials inasmuch as they are safety trials conducted on sick patients, so they are able to both establish safety and show initial indications of efficacy concurrently. The goal is to demonstrate safety and initial efficacy in several indications. Management has structured the trials such that an additional goal of showing initial markers pointing to prolonging progression-free survival may be possible already within Phase 1/2.

The chart below provides an overview of the current trials plan, which can of course vary based on both finalization of human protocols and timing or ~~office printer. When ticket holders arrive~~regulatory approvals:

Trials will be conducted concurrently in Parma, Italy and Wurzburg, Germany. Multiple trials are planned on at least 16 patients. Patients are expected to be age 55 and older. The conditions chosen are ones which are associated with high mortality in this patient age-group today. This means that we may obtain a limited scope of patient reimbursement from government insurance in Europe on compassionate grounds for the treatment of said age group upon successful completion of Phase 2 trials. The following trials are planned for each center:

We seek regulatory approval from the U.S. FDA, the EMA in Europe and similar agencies elsewhere to both produce and sell our products.

Key approvals in Europe, where both treatment and limited insurance reimbursement may be possible at the ~~venue,~~end of Phase 2 trials, are expected to accelerate approval by the ~~unique barcode~~U.S. FDA. Given the importance of the U.S. market, we will conduct trials with a view to conforming with FDA guidelines so as to utilize clinical data gathered outside the U.S. in seeking to qualify for FDA approval.

In the longer-term, we may also seek regulatory approval for selected Organsource applications. In addition, we are exploring potential sources of near-term revenue, namely the combination of the broadly used Megadose with already FDA-approved agents.

We will develop our clinical trial protocols with the support of experienced FDA and EMA consultants.

The clinical trials outlined in the previous section are designed to lead to regulatory approval for Veto-Cell-based therapy in treating blood cancers and bone marrow transplantation applications.

As noted above, while the clear focus is to conclude Phase 3 approval for cancer treatments, the Company is also exploring complementary “quick win” opportunities for generating revenue before additional FDA approvals are received, namely:

Pursuant to the Yeda License Agreement, Yeda granted the Company an exclusive license to certain patents, discoveries, inventions and other intellectual property generated (together with others) by Dr. Reisner as head of the Immunology Department at the Weizmann Institute. Under the Yeda License Agreement, The Company grants Yeda an industry-standard 4% royalty on sales of patented products. Currently, the Company voluntarily funds research (on its own behalf) and the Weizmann Institute for the preclinical development of its products, and plans to do so in the foreseeable future. Should the Company elect to curtail such funding, it would have to pay a $50,000 annual license fee until such times as payment of royalties commences. The Yeda License Agreement also requires the Company to proceed with the development of the technologies on a timely basis.

Also under the Yeda License Agreement, the Company agreed to fund Yeda’s research until October 3, 2018, with an aggregate of US$800,000 paid in quarterly installments. However, in the event that the Company and Yeda execute a new research and license agreement, then the Company will annually fund research in the amount of US $900,000 until Oct. 3, 2018. Such a new research and license agreement must be in accordance with the Evaluation and Exclusive Option Agreement by and between the Company and Yeda, dated Oct. 3, 2011, as amended on April 1, 2014 and June 22, 2014 (the “E&O Agreement). Among other things, the E&O Agreement grants Cell Source an option to negotiate a commercial license in the field of organ transplantation with Yeda (the “Option to Negotiate”). The Option to Negotiate requires an initiation fee of $200,000 payable to Yeda, which may be paid on the ~~ticket~~later of (i) the date on which the Option to Negotiate is ~~verified~~granted and (ii) the date on which the Company receives an aggregate investment amount of at least US $10,000,000. The Option to Negotiate expires on September 1, 2014.

If the Company fails to achieve any one of the milestones set forth in the Yeda License Agreement, which are listed below, then Yeda will be entitled to (i) modify the related license such that it will become non-exclusive or (ii) terminate the Yeda License Agreement upon thirty (30) days written notice:

The Company may grant a Sublicense only with the prior written consent, which shall not be withheld unreasonably provided that:

However, Yeda’s prior written consent is not needed if the sublicense is limited to China, and the Company grants it to a ~~scanner.~~ Chinese affiliated entity of the Company.

Our ~~business plan~~technology portfolio includes a patented platform termed “Veto-Cell” (more formally described as “Anti 3rd party central memory T cell”), which is ~~based~~an immune tolerance biotechnology that enables the selective blocking of immune responses. Specifically, Veto-Cells are specially prepared human cells that selectively protect specific targets from undesirable immune system attack.

We have also licensed the “Organsource” platform developed by Dr. Reisner and his team under a similar Research & License Agreement. This is a longer-horizon technology that shows significant promise for enabling the sourcing of embryonic cellular material from both animals and humans that can be used to both grow functional major organs in the body of a foreign “host” and regenerate existing diseased or damaged organs. This technology was used to grow pancreases in both rodents and primates, thereby curing them of juvenile diabetes, and has been used to regenerate human lung tissue.

Our success will depend in part on our ability to ~~negotiate agreements with promoters of special events, attractions,~~protect our existing product candidates and ~~shows / exhibits. We currently have no agreements~~the products we acquire or license by obtaining and ~~do not anticipate entering into any such agreements until~~maintaining a strong proprietary position. To develop and maintain our position, we ~~complete this offering.~~intend to continue relying upon patent protection, orphan drug status, Hatch-Waxman exclusivity, trade secrets, know-how, continuing technological innovations and licensing opportunities. We intend to ~~use~~seek patent protection whenever available for any products or product candidates and related technology we acquire in the ~~net proceeds~~future.

We may also seek orphan drug status whenever it is available. If a product which has an orphan drug designation subsequently receives the first regulatory approval for the indication for which it has such designation, the product is entitled to orphan exclusivity, meaning that the applicable regulatory authority may not approve any other applications to market the same drug for the same indication, except in very limited circumstances, for a period of seven years in the U.S. and Canada, and 10 years in the E.U. Orphan drug designation does not prevent competitors from ~~this offering~~developing or marketing different drugs for the same indication or the same drug for a different clinical indication.

It is our policy to ~~develop~~require our ~~business operations. (See "Business~~employees, consultants, outside scientific collaborators, sponsored researchers and other advisors to execute confidentiality agreements upon the commencement of employment or consulting relationships with us. These agreements provide that all confidential information made known to the individual during the course of the ~~Company"~~individual’s relationship with us is to be kept confidential and "Use of Proceeds".) We are a development stage company with no revenues or operating history. Our address is 2620 Regatta Drive, Suite 102, Las Vegas, NV 89128. The telephone number is 888-970-9463. While our address is in Nevada, our sole officer and director currently operates our business from Ireland without an office and through the use of phone and email. We received our initial funding of $22,000 through the sale of common stock to Aidan Buckley, an officer and director who purchased 5,500,000 shares of our common stock at $0.004 per share on October 5, 2012. Our financial statements from inception (June 6, 2012) through March 31, 2013 report no revenues and a net loss of $9,861. Management estimates our cash balance will allow the company to operate for another 10 months at the current burn rate of $1,500 per month. Our plan of operation as outlined later in this prospectus will be funded by the $20,000 raised through this offering, if we are successful in completing the offering. Our independent auditor has issued an audit opinion for Ticket To See which includes a statement expressing substantial doubt as to our ability to continue as a going concern. There is no current public market for our securities. As our stock is not publicly traded, investors should be aware they probably will be unable to sell their shares and their investment in our securities is not liquid. At the present time, we are classified as a "shell company" under Rule 405 of the Securities Act Rule 12b-2 of the Exchange Act. As such, all restricted securities presently held by the affiliates of our company may not be ~~resold~~disclosed to third parties except in ~~reliance on Rule 144 until: (1) we file Form 10 information with~~specific circumstances. In the ~~SEC when we cease to~~case of employees, the agreements provide that all inventions conceived by the individual shall be our exclusive property.

Regulation by governmental authorities in the U.S. and other countries is a significant factor, affecting the cost and time of our research and product development activities, and will be a ~~"shell company"; (2) we have filed all reports as required by Section 13~~significant factor in the manufacture and ~~15(d)~~marketing of the Securities Act for twelve consecutive months; and (3) one year has elapsed from the time we file the current Form 10 type information with the SEC reflecting our status as an entity that is not a shell company. THE OFFERING The Issuer: Ticket To See Inc. Securities Being Offered: 2,000,000 shares of common stock. Price per Share: $0.01 3 Offering Period: The shares are offered for a period not to exceed 180 days, unless extended by our board of directors for an additional 90 days. Net Proceeds: $20,000 Securities Issued and Outstanding: 5,500,000 shares of common stock were issued and outstanding as of the date of this prospectus. Registration Costs: We estimate our total offering registration costs to be $6,400. Risk Factors: See "Risk Factors" and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in sharesany approved products. All of our ~~common stock. We are an Emerging Growth Company as defined in the Jumpstart Our Business Startups (JOBS) Act. We shall continue~~products require regulatory approval by governmental agencies prior to be deemed an emerging growth company until the earliest of: (A) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more; (B) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title; (C) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or (D) the date on which such issuer is deemed to be a `large accelerated filer', as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.'. As an emerging growth company we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures. Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting. RISK FACTORS An investment incommercialization. In particular, 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, when and if we trade at a later date, could decline due to any of these risks, and you may lose all or part of your investment. RISKS ASSOCIATED WITH OUR BUSINESS WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE A LIMITED OPERATING HISTORY. AN INVESTMENT IN THE SHARES OFFERED HEREIN IS HIGHLY RISKY AND COULD RESULT IN A COMPLETE LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR BUSINESS PLAN. Ticket To See was incorporated on June 6, 2012 and we have not yet commenced our business operations. Until we are actually in the marketplace for a demonstrable period of time, it is impossible to determine if our business strategy will be viable or successful. Any such failure could result in the possible closure of our business or force us to seek additional capital through loans or additional sales of our equity securities to continue business operations, which would dilute the value of any shares you purchase in this offering. 4 BECAUSE OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION, THERE IS A SUBSTANTIAL UNCERTAINTY THAT WE WILL CONTINUE OPERATIONS IN WHICH CASE YOU COULD LOSE YOUR INVESTMENT. Our auditors have issued a going concern opinion because of the Company's losses, limited working capital and the absence of any current revenue-generating operations. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business. As such we may have to cease operations and you could lose your entire investment. OUR LIMITED OPERATING HISTORY MAKES IT DIFFICULT TO EVALUATE OUR FUTURE PROSPECTS AND RESULTS OF OPERATION. We recently commenced operations and have a limited operating history. Accordingly, you should consider our future prospects in light of the risks and uncertainties experienced by development stage companies in evolving industries. Some of these risks and uncertainties relate to our ability to: 1. Establish and maintain our market position; 2. Respond to competitive market conditions; 3. Increase awareness of our brand; 4. Respond to changes in our regulatory environment; 5. Maintain effective control of our costs and expenses; 6. Raise sufficient capital to sustain and expand our business; and 7. Attract, retain and motivate qualified personnel. If we are unsuccessful in addressing any of these risks and uncertainties, our business may be materially and adversely affected. WE CANNOT PREDICT WHEN OR IF WE WILL PRODUCE REVENUES, WHICH COULD RESULT IN A TOTAL LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR BUSINESS PLANS. We have not yet implemented our business plan or offered our services. Therefore, we have not yet generated any revenues from operations. In order for us to continue with our plans and open our business, we must raise our initial capital to do so through this Offering. The timing of the completion needed to commence operations and generate revenues is contingent on the success of this Offering. There can be no assurance that we will generate revenues or that revenues will be sufficient to maintain our business. As a result, you could lose all of your investment if you decide to purchase shares in this offering and we are not successful in our proposed business plans. OUR BUSINESS WILL BE DEPENDENT ON OUR ABILITY TO SECURE AGREEMENTS WITH PROMOTERS AND VENUES TO PROVIDE TICKETS TO CONSUMERS. IF WE ARE UNABLE TO SECURE SUCH AGREEMENTS OUR BUSINESS WILL BE ADVERSELY AFFECTED. If we are unable to secure agreements with the promoters or venues, we may not be able to execute our business plan. We have no agreements of any kind at this time. If we are unable to secure and retain these agreements our business, financial condition and/or results of operations could be materially and adversely affected. We also cannot provide assurances that if we are able to establish such agreements that we will be able to maintain these agreements, on acceptable terms, if at all, and the failure to do so could have a material adverse effect on its business, financial condition and results of operations. Another important component of our success will be the ability to establish and maintain relationships with service providers, including providers of credit card processing, internet services, as well as advertisers, among other parties. Any inability to establish these relationships or adverse changes in these relationships, including the inability of these parties to fulfill their obligations to us for any reason, could adversely affect our business. OUR SUCCESS DEPENDS, IN SIGNIFICANT PART, ON ENTERTAINMENT, SPORTING AND LEISURE EVENTS AND ANY FACTORS THAT MAY HAVE AN ADVERSE AFFECT ON SUCH EVENTS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR PROPOSED BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Our plan is to sell tickets to live entertainment and leisure events at arenas, stadiums, theaters and other facilities. Accordingly, our business, financial condition and results of operations will be directly affected by the popularity, 5 frequency and location of such events. Ticket sales are sensitive to fluctuations in the number and pricing of entertainment and leisure events and activities offered by promoters, facilities, and adverse trends in the entertainment and leisure event industries could adversely affect our business. In addition, general economic conditions, consumer trends, work stoppages, natural disasters and terrorism could have a material adverse effect on our business. Entertainment-related expenditures are particularly sensitive to business and personal discretionary spending levels, which tend to decline during general economic downturns. A protracted global recession could have a significant negative impact on our business, financial condition and results of operations could be negatively impacted. THE TICKETING INDUSTRY IS HIGHLY COMPETITIVE, WHICH COULD ADVERSELY AFFECT THE COMPANY'S FINANCIAL PERFORMANCE. The ticketing industry is highly competitive. We will face significant competition from established national, regional and local primary ticketing service providers as well as self-ticketing systems through facility box offices and season, subscription or group sales. We will also face competition in the resale of tickets from online auction websites and resale marketplaces and from other ticket resellers with online distribution capabilities. There can be no assurance that if we are able to establish our business that will be able to compete successfully in the future with existing or potential competitors or that competition will not have an adverse effect on its business and financial condition. WE MAY NOT BE ABLE TO ADAPT OUR BUSINESS QUICKLY ENOUGH TO CHANGING CUSTOMER REQUIREMENTS AND INDUSTRY STANDARDS. The e-commerce industry is characterized by evolving industry standards, frequent new service and product introductions and enhancements and changing customer demands. We may not be able to adapt quickly enough and/or in a cost-effective manner to changes in industry standards and customer requirements and preferences, and any failure to do so could adversely affect our business. In addition, the continued widespread adoption of new Internet or telecommunications technologies and devices or other technological changes could require us to modify or adapt our respective services or infrastructures. We may be unable to devote financial resources to new technologies and systems in the future. Any failure on our part to modify or adapt those respective services or infrastructures in response to these trends could render our website and services obsolete, which could adversely affect our business. ANY FAILURE TO COMPLY WITH EXISTING LAWS, RULES AND REGULATIONS AS WELL AS CHANGING LAWS, RULES AND REGULATIONS AND OTHER LEGAL UNCERTAINTIES, COULD ADVERSELY AFFECT OUR BUSINESS. Our proposed business is to sell tickets and provide related services to consumers online. We will be subject to a wide variety of statutes, rules, regulations, policies and procedures in various jurisdictions in the United States, whichproducts are subject to ~~change at any time. For example, those laws, rules~~rigorous pre-clinical and clinical testing and other approval requirements by the FDA and similar regulatory authorities in other countries. Various statutes and regulations also govern or influence the manufacturing, safety, reporting, labeling, transport and storage, record keeping and marketing of our products. The lengthy process of seeking these approvals, and the subsequent compliance with applicable statutes and regulations, require the expenditure of substantial resources. Any failure by us to ~~providers~~obtain, or any delay in obtaining, the necessary regulatory approvals could harm our business.

The regulatory requirements relating to the testing, manufacturing and marketing of ~~primary ticketing and ticket resale services, which in some cases regulate the amount of transaction and other fees that they~~our products may ~~be charged in connection with primary ticketing sales and/or the ticket prices that may be charged in the case of ticket resale services. New legislation of this nature is introduced~~change from time to time and this may impact our ability to conduct clinical trials and the ability of independent investigators to conduct their own research with support from us.

The clinical development, manufacturing and marketing of our products are subject to regulation by various authorities in ~~various (and is pending~~the U.S., the E.U. and other countries, including, in ~~certain) jurisdictions~~the U.S., the FDA, in Canada, Health Canada, and, in the E.U., the EMEA. The Federal Food, Drug, and Cosmetic Act, the Public Health Service Act in the U.S. and numerous directives, regulations, local laws and guidelines in Canada and the E.U. and elsewhere govern the testing, manufacture, safety, efficacy, labeling, storage, record keeping, approval, advertising and promotion of our products. Product development and approval within these regulatory frameworks takes a number of years and involves the expenditure of substantial resources.

Regulatory approval will be required in all the major markets in which we ~~plan~~seek to ~~sell tickets~~develop our products. At a minimum, approval requires the generation and evaluation of data relating to the quality, safety, and efficacy of an investigational product for its proposed use. The specific types of data required and the regulations relating to this data will differ depending on the territory, the treatment candidate involved, the proposed indication and the stage of development.

In general, new cell compositions are tested in animals until adequate evidence of safety is established to support the proposed clinical study protocol designs. Clinical trials for new products are typically conducted in three sequential phases that may overlap. In Phase I, the initial introduction of the pharmaceutical into either healthy human volunteers or patients with the disease (typically 20 to 50 subjects), the emphasis is on testing for safety (adverse effects), dosage tolerance, metabolism, distribution, excretion and clinical pharmacology. Phase II involves studies in a limited patient population (typically 50 to 200 patients) to determine the initial efficacy of the pharmaceutical for specific targeted indications, to determine dosage tolerance and optimal dosage and to identify possible adverse side effects and safety risks. Once a treatment protocol shows preliminary evidence of some efficacy and is found to have an acceptable safety profile in Phase II evaluations, Phase III trials are undertaken to more fully evaluate clinical outcomes in a larger patient population in adequate and well-controlled studies designed to yield statistically sufficient clinical data to demonstrate efficacy and safety.

In the U.S., specific pre-clinical data, manufacturing and chemical data, as described above, need to be submitted to the FDA as part of an IND application, which, unless the FDA objects, will become effective thirty (30) days following receipt by the FDA. Phase I studies in human volunteers may commence only after the application becomes effective. Prior regulatory approval for human healthy volunteer studies is also required in member states of the E.U. Currently, in each member state of the E.U., following successful completion of Phase I studies, data are submitted in summarized format to the applicable regulatory authority in the member state in respect of applications for the conduct of later Phase II studies. In many places in Europe, a two tiered approval system mandates approval at the regional level prior to applying for national approval. Regional approval cycle times, including multiple iterations where questions are answered and the specific details of the protocol may be fine-tuned, can last several months prior to applying to the national (federal government level) regulator. The national regulatory authorities in the E.U. typically have between one and three months in which to raise any objections to the proposed study, and they often have the right to extend this review period at their discretion. In the U.S., following completion of Phase I studies, further submissions to regulatory authorities are necessary in relation to Phase II and III studies to update the existing IND. Authorities may require additional data before allowing the studies to commence and could demand that the studies be discontinued at any time if there are significant safety issues. In addition to the regulatory review, a study involving human subjects has to be approved by an independent body. The exact composition and responsibilities of this body will differ from country to country. In the U.S., for example, each study will be conducted under the auspices of an independent institutional review board at each institution at which the study is conducted. This board considers among other things, the design of the study, ethical factors, the privacy of protected health information as defined under the Health Insurance Portability and Accountability Act, the safety of the human subjects and the possible liability risk for the institution. Equivalent rules to protect subjects’ rights and welfare apply in each member state of the E.U. where one or more independent ethics committees, which typically operate similarly to an institutional review board, will review the ethics of conducting the proposed research. These ethical review committees typically exist at the regional level, where approval is required prior to applying for national approval. Other regulatory authorities around the rest of the world have slightly differing requirements involving both the execution of clinical trials and the import/export of pharmaceutical products. It is our responsibility to ensure we conduct our business in accordance with the regulations of each relevant territory.

By leveraging existing pre-clinical and clinical data, we are seeking build upon an existing pre-clinical safety and efficacy database to accelerate our research. In addition, our focus on an end-stage population which has no current treatment options, commercialization, may result in relatively shorter approval cycle times. Approval by the FDA in this category generally has been based on objective response rates and duration of responses rather than demonstration of survival benefit. As a result, trials of drugs to treat end-stage refractory cancer indications have historically involved fewer patients and generally have been faster to complete than trials of drugs for other indications. We are aware that the FDA and other similar agencies are regularly reviewing the use of objective endpoints for commercial approval and that policy changes may impact the size of trials required for approval, timelines and expenditures significantly. The trend over the past few years has been to shorten approval cycles for terminal patients in the U.S. by employing a “fast track” approach.

In order to gain marketing approval, we must submit a dossier to the relevant authority for review, which is known in the U.S. as an NDA and in the E.U. as a marketing authorization application, or MAA. The format is usually specific and laid out by each authority, although in general it will include information on the quality of the chemistry, manufacturing and pharmaceutical aspects of the product as well as the non-clinical and clinical data. Once the submitted NDA is accepted for filing by the FDA, it undertakes the review process that takes ten (10) months, unless an expedited priority review is granted which takes six (6) months to complete. Approval can take several months to several years, if multiple ten (10) month review cycles are needed before final approval is obtained, if at all.

The approval process can be affected by a number of factors. The NDA may be approvable requiring additional pre-clinical, manufacturing data or clinical trials which may be requested at the end of the ten (10) month NDA review cycle, thereby delaying marketing approval until the additional data are submitted and may involve substantial unbudgeted costs. The regulatory authorities usually will conduct an inspection of relevant manufacturing facilities, and review manufacturing procedures, operating systems and personnel qualifications. In addition to obtaining approval for each product, in many cases each drug manufacturing facility must be approved. Further inspections may occur over the life of the product. An inspection of the clinical investigation sites by a competent authority may be required as part of the regulatory approval procedure. As a condition of marketing approval, the regulatory agency may require post-marketing surveillance to monitor for adverse effects or other additional studies as deemed appropriate. After approval for the initial indication, further clinical studies are usually necessary to gain approval for any additional indications. The terms of any approval, including labeling content, may be more restrictive than expected and could affect the marketability of a product.

The FDA offers a number of regulatory mechanisms that provide ~~services. Our failure~~expedited or accelerated approval procedures for selected drugs in the indications on which we are focusing our efforts. These include accelerated approval under Subpart H of the agency’s NDA approval regulations, fast track drug development procedures and priority review. At this time, we have not determined whether any of these approval procedures will apply to ~~comply with these~~any of our current treatment candidates.

The U.S., E.U. and other jurisdictions may grant orphan drug designation to drugs intended to treat a “rare disease or condition,” which, in the U.S., is generally a disease or condition that affects no more than 200,000 individuals. In the E.U., orphan drug designation can be granted if: the disease is life threatening or chronically debilitating and affects no more than fifty (50) in 100,000 persons in the E.U.; without incentive it is unlikely that the drug would generate sufficient return to justify the necessary investment; and no satisfactory method of treatment for the condition exists or, if it does, the new drug will provide a significant benefit to those affected by the condition. If a product that has an orphan drug designation subsequently receives the first regulatory approval for the indication for which it has such designation, the product is entitled to orphan exclusivity, meaning that the applicable regulatory authority may not approve any other applications to market the same drug for the same indication, except in very limited circumstances, for a period of seven years in the U.S. and ten (10) years in the E.U. Orphan drug designation does not prevent competitors from developing or marketing different drugs for the same indication or the same drug for different indications. Orphan drug designation must be requested before submitting an NDA or MAA. After orphan drug designation is granted, the identity of the therapeutic agent and its potential orphan use are publicly disclosed. Orphan drug designation does not convey an advantage in, or shorten the duration of, the review and approval process; however, this designation provides an exemption from marketing authorization (NDA) fees.

We are also subject to numerous environmental and safety laws and regulations, ~~could result in fines and/or proceedings against us by governmental agencies and/or consumers, which if material, could adversely affect our business~~including those governing the use and ~~results~~disposal of ~~operations. In addition, the promulgation~~hazardous materials. The cost of ~~new laws, rules~~compliance with and ~~regulations that restrict or otherwise unfavorably impact the ability or manner in which we may provide ticket services may require us to change certain aspects~~any violation of our business to ensure compliance, which could decrease demand for services, reduce revenues, increase costs and/or subject us to additional liabilities. FAILURE OF THIRD-PARTY SYSTEMS OR THIRD-PARTY SERVICE AND SOFTWARE PROVIDERS UPON WHICH WE RELY COULD ADVERSELY AFFECT OUR BUSINESS. 6 We will rely on certain third-party computer systems or third-party service and software providers, including data centers, technology platforms, back-office systems, Internet service providers and communications facilities. Any interruption in these third-party services, or deterioration in their performance or quality, could adversely affect our business. If our arrangement with any third party is terminated, we may not be able to find alternative systems or service providers on a timely basis or on commercially reasonable terms. Thisregulations could have a material adverse effect on our business ~~financial condition,~~and results of ~~operations and cash flows. We cannot guarantee~~operations. Although we believe that our ~~website will operate without interruption~~safety procedures for handling and disposing of these materials comply with the standards prescribed by state and federal regulations, accidental contamination or ~~error. We are bound only by~~injury from these materials may occur. Compliance with laws and regulations relating to the protection of the environment has not had a ~~best efforts obligation as regards the operation and continuity of service. Although~~material effect on our capital expenditures or our competitive position. However, we are not ~~be liable for~~able to predict the ~~alteration~~extent of government regulation, and the cost and effect thereof on our competitive position, which might result from any legislative or ~~fraudulent access~~administrative action pertaining to ~~data and/~~environmental or ~~accidental transmission through viruses~~safety matters.

In various countries, animal rights activism has led to either formal or ~~other harmful conduct in connection with the use~~informal boycotting of ~~our website, disruption~~certain types of our online service would adversely affect our business, financial conditions, results of operations and cash flows. WE MAY NEED TO OBTAIN ADDITIONAL FINANCING IF WE FAIL TO GENERATE REVENUE IN THE ANTICIPATED TIMEFRAME. IF WE DO NOT OBTAIN SUCH FINANCING, WE MAY HAVE TO REDUCE OR CEASE OUR ACTIVITIES AND INVESTORS COULD LOSE THEIR ENTIRE INVESTMENT. Our 12-month business plan will be funded by the $20,000 raised in this Offering. There is no assurance thatanimal trials. As we ~~will operate profitably or generate positive cash flow in the future. We may require additional financing~~rely on animal experiments as precursors to ~~sustain our business operations if we are not successful in receiving revenues at the levels we anticipate.~~ human trials.

We currently do not have any arrangements for further financing other than the Offering described in this prospectus, and we may not be able to obtain financing on commercially reasonable terms or terms that are acceptable to us when it is required. Because of the worldwide economic downturn or because of other reasons, we may not be able to raise any additional funds that we require on favorable terms, if any. The failure to obtain necessary financing, if needed, may impair our ability to continue in business. YOU MAY SUFFER SIGNIFICANT DILUTION IF WE RAISE ADDITIONAL CAPITAL If we raise additional capital, we expect it will be necessary for us to issue additional equity or convertible debt securities. If we issue equity or convertible debt securities, the price at which we offer such securities may not bear any relationship to our value, the net tangible book value per share may decrease, the percentage ownership of our current stockholders would be diluted, and any equity securities we issue in such offering or upon conversion of convertible debt securities issued in such offering, may have rights, preferences or privileges with respect to liquidation, dividends, redemption, voting and other matters that are senior to or more advantageous than our common stock. IF WE OBTAIN DEBT FINANCING, WE WILL FACE RISKS ASSOCIATED WITH FINANCING OUR OPERATIONS. If we obtain debt financing, we will be subject to the normal risks associated with debt financing, including the risk that our cash flow will be insufficient to meet required payments of principal and interest, and the risk that we will not be able to renew, repay, or refinance our debt when it matures or that the terms of any renewal or refinancing will not be as favorable as the existing terms of that debt. If we enter into secured lending facilities and are unable to pay our obligations to our secured lenders, they could proceed against any or all of the collateral securing our indebtedness to them. OUR SUCCESS IS DEPENDENT ON A LIMITED NUMBER OF KEY EXECUTIVES. The success of our business strategy and our ability to operate profitably depends on the continued employment of our senior management team. The loss offull-time employees, but retain the services of ~~one or more~~part-time staff on an independent contractor/consultant and contract-employment basis. However, our Board of ~~these key executives could~~Directors intends to negotiate an employment package for our Chief Executive Officer, Itamar Shimrat in the near future. Our ability to manage growth effectively will require us to continue to implement and improve our management systems and to recruit and train new employees. Although we have ~~a material adverse effect on our business, financial condition and/or results of operations. There~~done so in the past and expect to do so in the future, there can be no assurance that we will be able to successfully attract and retain ~~our existing senior management, attract additional qualified executives or adequately fill new senior management positions or vacancies created by expansion or turnover.~~skilled and experienced personnel. We ~~do not have~~anticipate that in the near future, other key personnel will enter into employment agreements with ~~certain members~~the Company on customary terms.

We are not involved in any pending legal proceeding or litigations and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on us.

Yoram Drucker, a Director and Chairman of our Board of Directors, is an Israeli entrepreneur who has previously been involved in the development of two successful cell therapy technology firms. He was a founding member of the cell stem therapy company Brainstorm. He served as COO in 2004 and CEO in 2005 and 2006. He was also among the founders of Pluristem (listed on the NASDAQ), also a cell therapy company, and was a Director in 2004 and 2005. In 2007 he was a seed investor and VP Business Development in a renewable energy technology firm called Millennium Electric TOU Ltd. Since March 2008 he was a Director of a private renewable energy company called Rainbow Energy, where he actively served as CEO from then until November of 2011. From 1996 to 2003 he served as business and marketing consulting and campaign execution in varied industries ranging from real estate development to insurance. He is an honors graduate of the Abudi College of Advertising and Marketing.

Itamar Shimrat, CEO, CFO and Director, is a Canadian businessman and a founding member of Cell Source Israel. Since Cell Source Israel’s inception, Mr. Shimrat served as a Director, Chief Financial Officer and, in October 2013, he was appointed Chief Executive Officer. Previously, Mr. Shimrat served as an Executive Vice President at First International Bank of Israel from March, 2005 until April, 2008. Prior to 2008, he served as a senior manager at McKinsey & Company’s Tel Aviv office after having being elected Partner at Mitchell Madison Group and consulting for Bain & Co. Mr. Shimrat led major profit improvement programs for leading corporations ranging from American Express and Barclays to El Al Airlines. He has been a Director of two private companies: Rainbow Energy Ltd., a company in the renewable energy industry, and Step Up - Olim Madrega Ltd., a company in the wheelchair industry, and also was on the Allocations Committee of Matan, a leading Israeli philanthropic organization. He holds an MBA with Distinction from the Ivey Business School of the University of Western Ontario in Canada.

David Zolty has been a Director of Cell Source Israel since November, 2011 and of our Board of Directors since June 30, 2014, and is a Canadian businessman who has owned and managed various Canadian enterprises since 1968. In the mid 1970’s David was one of the founders of TNT Appliances, a coin laundry and appliance sales and service company, primarily serving the Canadian burgeoning multi-family apartment industry. The company grew to be the second largest coin laundry in Canada and was sold in and about 2002. While owning and managing TNT, David was also involved in many real estate acquisitions both through TNT and the Zolty family real estate portfolio. Upon David’s father Morris Zlotys’ retirement, David took a larger role in the Zolty family business where David currently holds a 12% ownership interest and has served in various roles therein for more than 5 years. David has received an honors BA and has done his post graduate work at the University of Toronto in the field of Religious Studies. He is also involved in a number of local charities and is a long standing board member of Camp Agudah Toronto, a children’s summer camp which have facilities at Port Carling, Ontario.

Ben Friedman, BBA, BGS, LLB, has been a Director of Cell Source Israel since November, 2011 and of our Board of Directors since June 30, 2014, and is a Canadian business executive with over 25 years’ experience in real estate and commerce. Since 1985, he has served as Owner and CEO of Saucham Holdings Ltd., a private real estate holding and development company active throughout Canada. He is, and has been for more than five years, a managing partner and Director of The Zolty Group, a private company specializing in the development and ownership of high rise multi-unit residential buildings in Canada and the United States. He continues to act as Director of numerous private business related enterprises in the high tech, medical, and laser technology fields, and is a Director of an array of non-profit educational and vocational institutions.

Dr. Dennis M. Brown, PhD, was elected Director of the Company on June 30, 2014. Dr. Brown is a founder and Chief Scientific Officer and director of Del Mar Pharmaceuticals (BC) Ltd. a subsidiary of DelMar Pharmaceuticals, Inc. (OTCQB: DMPI) to which he serves as a director and Chief Scientific Officer. Dr. Brown has more than thirty years of drug discovery and development experience. He has served as Chairman of Mountain View Pharmaceutical's Board of Directors since 2000 and is the President of Valent. In 1999 he founded ChemGenex Therapeutics, which merged with a publicly traded Australian company in 2004 to become ChemGenex Pharmaceuticals (ASX: CXS/NASDAQ: CXSP), of which he served as President and a Director until 2009. He was previously a co-founder of Matrix Pharmaceutical, Inc., where he served as Vice President (VP) of Scientific Affairs from 1985-1995 and as VP, Discovery Research, from 1995-1999. He also previously served as an Assistant Professor of Radiology at Harvard University Medical School and as a Research Associate in Radiology at Stanford University Medical School. He received his B.A. in Biology and Chemistry (1971), M.S. in Cell Biology (1975) and Ph.D. in Radiation and Cancer Biology (1979), all from New York University. Dr. Brown is an inventor of about 34 issued U.S. patents and applications, many with foreign counterparts. Dr. Brown’s scientific knowledge and experience qualifies him to serve on our Board of Directors.

The Company’s directors are elected at the annual meeting of shareholders to hold office until the annual meeting of shareholders for the ensuing year or until their successors have been duly elected and qualified. Officers are elected annually by the Board of Directors and serve at the discretion of the Board.

Due to the small size and early stage of the Company, we have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined. Following Mr. Buckley’s resignation, Mr. Drucker will serve as the Chairman whereas Mr. Shimrat will serve as the Chief Executive Officer.

Our Board of Directors (“Board”) is primarily responsible for overseeing our risk management processes on behalf of the Company. The Board receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our company’s assessment of risks. In addition, the Board focuses on the most significant risks facing our company and our company’s general risk management strategy, and also ensures that risks undertaken by our Company are consistent with the board’s appetite for risk. While the Board oversees our company’s risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our board leadership structure supports this approach.

To our knowledge, our directors and executive officers have not been involved in any of the following events during the past ten years:

We have not adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions because of the small number of persons involved in the management of the Company.

We have not adopted any procedures by which security holders may recommend nominees to our Board of Directors.

The Board of Directors acts as the Audit Committee and the Board has no separate committees. The Company has no qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert.

The following table sets forth all compensation paid in respect of the Company’s principal executive officer (“PEO”) and the two (2) most highly compensated executive officers other than the PEO who received compensation in excess of $100,000 per year for 2013 and 2012.

The Company had no outstanding equity awards or equity compensation plan as of March 31, 2014.

No director of TTSE received any compensation for services as director for TTSE during fiscal year 2013. Additionally, no director of Cell Source Israel has received compensation for services as a director.

The Company does not believe risks arising from its compensation policies and practices for its employees are reasonably likely to have a material adverse effect on the Company.

Currently, the Board of Directors does not have any standing audit, nominating or compensation committees, or committees performing similar functions. The directors collectively perform the duties of an audit committee and nominating committee, which prior to the Share Exchange were performed by the Company’s sole Director.

The Company maintains an exclusive worldwide license to certain intellectual property of Yeda, the commercial arm of the Weizmann Institute, which currently owns 1,159,972 shares of Company common stock and warrants to purchase 1,995,376 shares of Company common stock at $0.001 per share. Dr. Reisner, who leads a team at the Weizmann Institute, holds 1,159,972 shares of Company common stock and warrants to purchase 48,459 shares of Company common stock at $0.001 per share. See the section entitled “Intellectual Property” in this prospectus.

In September 2011 and in connection with securing the Yeda License Agreement, Cell Source Israel issued to Yeda and Dr. Reisner Ordinary Shares representing 26% of the then issued and outstanding CSL Ordinary Shares. Cell Source Israel also granted Yeda and Dr. Reisner anti-dilution protections against dilution under 26% of the issued and outstanding CSL Ordinary Shares that would result from issuances pursuant to any capital raises by Cell Source of up to $3,500,000. In connection with the aggregate $3,500,000 subsequently raised by Cell Source Israel pursuant to the Loan Agreements (as defined below), the Note Exchange, the Bridge Exchange (as defined below) and the Private Placement, Yeda and Dr. Reisner exercised their anti-dilution rights. Pursuant to this anti-dilution protection Yeda and Dr. Riesner were entitled to issuances, in the form of any combination of CSL Ordinary Shares and warrants to purchase CSL Ordinary Shares at par value, at their election. Accordingly, Cell Source Israel issued 239,142 CSL Ordinary Shares and warrants to purchase 1,995,376 CSL Ordinary Shares at par value to Yeda and 807,314 CSL Ordinary Shares and warrants to purchase 48,459 CSL Ordinary Shares at par value to Dr. Reisner.

In December 2012 and March 2013, a group of five accredited investors (“Note Investors”), including David Zolty, a director of Cell Source Israel, Solomon Zolty, a director of Cell Source Israel and Phyllis Friedman, the wife of Cell Source Israel’s director Ben Friedman, entered into Convertible Loan Agreements (“Loan Agreements”) pursuant to which the Note Investors loaned Cell Source Israel an aggregate of $510,000 (“Loan Amount”). In accordance with the Loan Agreements, the Note Investors were entitled to receive interest equal to 6% of the Loan Amount per annum and the Loan Amount was payable by Cell Source Israel six (6) months after the receipt of the Loan Amount. In November 2013, the Note Investors elected to convert the Loan Amount into CSL Ordinary Shares equal to 18% of Cell Source Israel’s fully-diluted issued and outstanding capital (“Note Exchange”), which issuance did not dilute the Note Investors’ prior holdings. Accordingly, the Note Investors were issued 2,699,880 CSL Ordinary Shares.

In October 2013, Cell Source Israel and the Note Investors entered into a Bridge Funding Agreement pursuant to which the Note Investors paid $50,000 to Cell Source Israel in exchange for Cell Source Israel’s agreement to issue to the Note Investors an aggregate of 66,667 Ordinary Shares and a warrant to purchase 100,000 Ordinary Shares at an exercise price of $0.75 per share on or prior to the closing of the Private Placement (the “Bridge Exchange”).

None of our directors is independent as that term is defined under the Nasdaq Marketplace Rules.

The following table sets forth certain information, as of the date of filing of this prospectus, with respect to the beneficial ownership of the outstanding Common Stock by (i) any holder of more than five (5%) percent; (ii) each of the Company’s executive officers and directors; and (iii) the Company’s directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned.

The address for each Beneficial Owner named is the address of the Company’s principal executive office.

Neither our Articles of Incorporation nor Bylaws prevent us from indemnifying our officers, directors and agents to the extent permitted under the Nevada Revised Statute (“NRS”). NRS Section 78.7502 provides that a corporation shall indemnify any director, officer, employee or agent of a corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with any the defense to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to NRS Section 78.7502(1) or 78.7502(2), or in defense of any claim, issue or matter therein.

NRS Section 78.7502(1) provides that a corporation may indemnify 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, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he: (a) is not liable pursuant to NRS Section 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

NRS Section 78.7502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he: (a) is not liable pursuant to NRS Section 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

NRS Section 78.747 provides that except as otherwise provided by specific statute, no director or officer of a corporation is individually liable for a debt or liability of the corporation, unless the director or officer acts as the alter ego of the corporation. The court as a matter of law must determine the question of whether a director or officer acts as the alter ego of a corporation.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, 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 the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed hereby in the Securities Act and we ~~do not maintain key-person life insurance policies on their lives.~~ will be governed by the final adjudication of such issue.

The ~~loss~~Company's corporate headquarter is located at 65 Yigal Alon Street, 23rd Floor, Tel Aviv 67433, Israel, and the telephone number at such address is (972) 3 562-1755. The Company’s U.S. contact information is: 57 W. 57th St., Suite 400 New York, NY 10019 and (646) 416-7896. We conduct research at the Weizmann Institute and plan to conduct clinical trials at the University of Würzburg in Germany, as well as at University of Parma, Italy.

The following table details the name of each Selling Stockholder, the number of shares owned by such Selling Stockholders, and the number of shares that may be offered by each Selling Stockholder for resale under this prospectus. The Selling Stockholders may sell up to 9,618,648 shares of our Common Stock from time to time in one or more offerings under this prospectus, including 4,759,324 shares which are issuable upon the exercise of warrants held by certain Selling Stockholders. Because each Selling Stockholder may offer all, some or none of the shares it holds, and because, based upon information provided to us, there are currently no agreements, arrangements, or understandings with respect to the sale of any of ~~our senior management or key personnel could seriously harm our business. 7~~ MR. BUCKLEY, THE SOLE OFFICER AND DIRECTOR OF THE COMPANY, CURRENTLY DEVOTES APPROXIMATELY 8 HOURS PER WEEK TO COMPANY MATTERS. THE COMPANY'S NEEDS COULD EXCEED THE AMOUNT OF TIME OR LEVEL OF HE MAY HAVE AS HE CURRENTLY HAS ANOTHER FULLTIME JOB. THIS COULD RESULT IN A CONFLICT OF INTEREST AND HIS INABILITY TO PROPERLY MANAGE COMPANY AFFAIRS, RESULTING IN OUR REMAINING A START-UP COMPANY. We have not formulated a plan to resolve any possible conflict of interest with Mr. Buckley's other business activities. In the ~~event he is unable to fulfill any aspect of his duties~~shares, no definitive estimate as to the number of shares that will be held by each Selling Stockholder after the offering can be provided. The following table has been prepared on the assumption that all shares offered under this prospectus will be sold to parties unaffiliated with the Selling Stockholders.

Each of the transactions by which the Selling Stockholders acquired their securities from us was exempt under the registration provisions of the Securities Act.

The 9,618,648 shares of Common Stock referred to above are being registered to permit public sales of the shares, and the Selling Stockholders may offer the shares for resale from time to time pursuant to this prospectus. The Company shareholders may also sell, transfer or ~~we are required~~otherwise dispose of all or a portion of their shares in transactions exempt from the registration requirements of the Securities Act or pursuant to ~~search for a replacement for Mr. Buckley we~~another effective registration statement covering those shares. We may ~~experience a shortfall~~from time to time include additional Selling Stockholders in supplements or ~~complete lack of sales resulting in little or no profits and eventual closure~~amendments to this prospectus.

To the best of our business. OUR MANAGEMENT HAS NO EXPERIENCE IN A PUBLIC COMPANY SETTING. HIS DECISIONS AND CHOICES MAY NOT TAKE INTO ACCOUNT STANDARD OPERATING PROCEDURES REQUIRED FOR A PUBLIC COMPANY. AS A RESULT, WE MAY HAVE TO SUSPEND OR CEASE ACTIVITIES WHICH WILL RESULT IN THE LOSS OF YOUR INVESTMENT. Mr. Buckley, our sole officer and director, has no experience asknowledge, none of the ~~principal executive officer~~Selling Stockholders is a broker dealer or ~~principal financial officer~~an affiliate of a public company. Consequently our activities, earnings and ultimate success could suffer irreparable harm due to management's lack of experience. As a result we may have to suspend or cease activities which will resultbroker dealer other than as described in the loss of your investment. WE ARE AN "EMERGING GROWTH COMPANY" UNDER THE JOBS ACT OF 2012, AND WE CANNOT BE CERTAIN IF THE REDUCED DISCLOSURE REQUIREMENTS APPLICABLE TO EMERGING GROWTH COMPANIES WILL MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS. We are an "emerging growth company," as definedfootnotes to the table below.

Beneficial ownership is determined in the Jumpstart Our Business Startups Act of 2012 ("JOBS Act"), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to complyaccordance with the ~~auditor attestation requirements~~rules of section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. We will remain an "emerging growth company" for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any December 31. BECAUSE WE HAVE ELECTED TO USE THE EXTENDED TRANSITION PERIOD FOR COMPLYING WITH NEW OR REVISED ACCOUNTING STANDARDS FOR AN "EMERGING GROWTH COMPANY" OUR FINANCIAL STATEMENTS MAY NOT BE COMPARABLE TO COMPANIES THAT COMPLY WITH PUBLIC COMPANY EFFECTIVE DATES. We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the Jumpstart Our Business (JOBS)Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. Consequently, our financial statements may not be comparable to companies that comply with public company effective dates. Because our financial statements may not be comparable to companies that comply with public company effective dates, investors may have difficulty evaluating or comparing our business, performance or prospects in comparison to other public companies, which may have a negative impact on the value and liquidity of our common stock. RISKS ASSOCIATED WITH THIS OFFERING THE TRADING IN OUR SHARES WILL BE REGULATED BY THE SECURITIES AND EXCHANGE COMMISSION RULE 15G-9 WHICH ESTABLIHES THE DEFINITION OF A "PENNY STOCK." 8 ~~The shares being offered are defined as a penny stock under~~ the Securities and Exchange ~~Act of 1934, and rules of the~~ Commission. The ~~Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell~~Selling Stockholders’ percentage of ownership of our ~~securities to persons other than certain accredited investors who are, generally, institutions with assets~~outstanding shares in ~~excess~~the table below is based upon 23,345,923 shares of ~~$5,000,000 or individuals with net worth in excess~~Common Stock outstanding as of $1,000,000 or annual income exceeding $200,000 ($300,000 jointly with spouse), or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensationAugust 7, 2014.

Description of Registrant’s Securities to be ~~received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny~~Registered.

The Company’s authorized capital stock ~~rules may make it difficult for you to resell any~~of 210,000,000 consists of (i) 200,000,000 shares you may purchase, if at all. WE ARE DEEMED AS A "SHELL COMPANY" UNDER THE RULE 12B-2 OF THE EXCHANGE ACT, SO RESALE OF OUR SHARES IS NOT PERMITTED UNDER RULE 144(I) UNTIL 12 MONTHS AFTER THE COMPANY IS NO LONGER CONSIDERED A SHELL COMPANY. We are deemed as a shell company as defined by Rule 12b-2 of the Exchange Act. Rule 12b-2 of the Exchange Act defines a "shell company" as a registrant that has "nominal operations" and "assets consisting solely of cash and cash equivalents and nominal other assets." Our shell company status prevents investor to resell our shares under Rule 144(i) unless and until 12 months after we are no longer considered a shell company. We cannot predict that if and when we may no longer be considered as a shell company. Investors may be unable to liquidate their investment under Rule 144(i) for an indefinite long period of time. DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING. We are not registered on any public stock exchange. There is presently no demand for our common stock, par value $0.001 and ~~no public market exists for the~~(ii) 10,000,000 shares ~~being offered in this prospectus. We plan to contact a market maker immediately following the completion~~ of the offering and apply to have the shares quoted on the Over-The-Counter Electronic Bulletin Board (OTCBB). The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter (OTC) securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. Market makers are not permitted to begin quotation of a security whose issuer does not meet his filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 to 60 day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved and ourpreferred stock, ~~listed and quoted for sale.~~par value $0.001. As of the date of ~~this~~the filing there have been no discussions or understandings between Ticket To See and anyone acting on our behalf, with any market maker regarding participation in a future trading market for our securities. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment. WE WILL BE HOLDING ALL THE PROCEEDS FROM THE OFFERING IN A STANDARD BANK CHECKING ACCOUNT UNTIL ALL SHARES ARE SOLD. BECAUSE THE SHARES ARE NOT HELD IN AN ESCROW OR TRUST ACCOUNT THERE IS A RISK YOUR MONEY WILL NOT BE RETURNED IF ALL THE SHARES ARE NOT SOLD. All funds received from the sale of shares in this offering will be deposited into a standard bank checking account until all shares are sold and the offering is closed, at which time, the proceeds will be transferred to our business operating account. In the event all shares are not sold we have committed to 9 promptly return all funds to the original purchasers. However since the funds will not be placed into an escrow, trust or other similar account, there can be no guarantee that any third party creditor who may obtain a judgment or lien against us would not satisfy the judgment or lien by executing on the bank account where the offering proceeds are being held, resulting in a loss of any investment you make in our securities. YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES. Our existing stockholder acquired his shares at a cost of $.004 per share, a cost per share substantially less than that which you will pay for the shares you purchase in this offering. Upon completion of this offering the net tangible book value of the shares held by our existing stockholder (5,500,000 shares) will be increased by $.002 per share without any additional investment on his part. The purchasers of shares in this offering will incur immediate dilution (a reduction in the net tangible book value per share from the offering price of $.01 (per share) to $0.005 per share. As a result, after completion of the offering, the net tangible book value of the shares held by purchasers in this offering would be $.005 per share, reflecting an immediate dilution of $.005. WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE. WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL. Our business plan allows for the payment of the estimated $6,400 cost of this registration statement to be paid from existing cash on hand. If necessary, our directors have verbally agreed to loan the Company funds to complete the registration process. We plan to contact a market maker immediately following the close of the offering and apply to have the shares quoted on the OTC Electronic Bulletin Board. To be eligible for quotation, issuers must remain current in their filings with the SEC. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. We estimate the annual costs and expenses for SEC reporting and compliance to be $10,000. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all. AIDAN BUCKLEY, A DIRECTOR OF THE COMPANY, BENEFICIALLY OWNS 100% OF THE OUTSTANDING SHARES OF OUR COMMON STOCK. AFTER THE COMPLETION OF THIS OFFERING HE WILL OWN 74% OF THE OUTSTANDING SHARES. IF HE CHOOSES TO SELL HIS SHARES IN THE FUTURE, IT MIGHT HAVE AN ADVERSE EFFECT ON THE PRICE OF OUR STOCK. Due to the amount of Mr. Buckley's share ownership in our company, if he chooses to sell his shares in the public market, the market price of our stock could decrease and all shareholders suffer a dilution of the value of their stock. If he does sell any of his common stock, he will be subject to Rule 144 under the 1933 Securities Act which will restrict his ability to sell his shares. AFTER COMPLETION OF THE OFFERING AIDAN BUCKLEY WILL CONTINUE TO EXERCISE SIGNIFICANT CONTROL OVER THE COMPANY DUE TO HIS PERCENTAGE OF OWNERSHIP OF OUR COMMON STOCK. After the completion of this offering, Aidan Buckley, an executive officer and director, will own 74% of our common stock. He will have a significant influence in determining the outcome of all corporate transactions, including approval of significant corporate transactions, changes in control of the company or other corporate matters. He may make decisions without regard to the interests of minority shareholders. USE OF PROCEEDS Assuming sale of all of the shares offered herein, of which there is no assurance, the net proceeds from this offering will be $20,000. The proceeds are expected to be disbursed, in the priority set forth below, during the first twelve (12) months after the successful completion of the offering: 10 Planned Expenditures Over Category the Next 12 Months -------- ------------------ Website $ 3,500 Merchant Accounts $ 1,000 Marketing $ 9,500 Legal and Accounting $ 4,500 Administrative $ 1,500 ------- TOTAL PROCEEDS TO COMPANY $20,000 ======= We will establish a separate bank account and all proceeds will be deposited into that account until the total amount of the offering is received and all shares are sold, at which time the funds will be released to us for use in our operations. In the event we do not sell all of the shares before the expiration date of the offering, all funds will be returned promptly to the subscribers, without interest or deduction. There is no assurance we will be able to return the funds as we are not holding the money in a trust or similar account and a creditor may be able to execute a judgment against the funds. We estimate our offering costs to be $6,400 which will be paid from our current cash on hand. We do not anticipate having a shortage of cash prior to the offering being completed, however; if necessary, our directors have verbally agreed to loan the Company funds to complete the registration process. The loan would be interest-free with no specific terms of repayment, but not payable from proceeds of the offering. We will require full funding from the offering to implement our complete business plan. DETERMINATION OF OFFERING PRICE The offering price of the shares has been determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately-held company. In determining the number of shares to be offered and the offering price, we took into consideration our cash on hand and the amount of money we would need to implement our business plans. Accordingly, the offering price should not be considered an indication of the actual value of the securities. DILUTION Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing shareholders. As of March 31, 2013, the net tangible book value of our shares was $12,139 or ($.002) per share, based upon 5,500,000 shares outstanding. Upon completion of this offering, but without taking into account any change in the net tangible book value after completion of this offering other than that resulting from the sale of the shares and receipt of the total proceeds of $20,000, the net tangible book value of the 7,500,000 shares to be outstanding will be $32,139, or approximately $.004 per share. Accordingly, the net tangible book value of the shares held by our existing stockholder (5,500,000 shares) will be increased by $.002 per share without any additional investment on his part. The purchasers of shares in this offering will incur immediate dilution (a reduction in the net tangible book value per share from the offering price of $.01 (per share) of $.006 per share. As a result, after completion of the offering, the net tangible book value of the shares held by purchasers in this offering would be $.004 per share, reflecting an immediate reduction in the $.01 price per share they paid for their shares. After completion of the offering, the existing shareholder will own 74% of the total number of shares then outstanding, for which he will have made an investment of $22,000 or $.004 per share. Upon completion of the offering, the purchasers of these shares offered hereby will own 26% of the total number of shares then outstanding, for which they will have made a cash investment of $20,000, or $.01 per share. 11 The following table illustrates the per share dilution to the new investors: Public Offering Price Per Share $.01 Net Tangible Book Value Prior to this Offering $.002 Net Tangible Book Value After Offering $.004 Immediate Dilution per Share to New Investors $.006 The following table summarizes the number and percentages of shares purchased, the amount and percentage of consideration paid and the average price per share paid by our existing stockholder and by new investors in this offering: Total Price Number of Percent of Consideration Per Share Shares Held Ownership Paid --------- ----------- --------- ---- Existing Shareholder $.004 5,500,000 74% $22,000 Investors in this Offering $.01 2,000,000 26% $20,000 PLAN OF DISTRIBUTION OFFERING WILL BE SOLD BY OUR OFFICER AND DIRECTOR This is a self-underwritten offering. This prospectus permits our officer and/or director to sell the shares directly to the public, with no commission or other remuneration payable to him for any shares he may sell. There are no plans or arrangement to enter into any contracts or agreements to sell the shares with a broker or dealer. Our officer and director, Aidan Buckley, will sell the shares and intends to offer them to friends, relatives, acquaintances and business associates. In offering the securities on our behalf, he will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934. Our officer and director will not register as broker-dealers pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth those conditions under which a person associated with an Issuer may participate in the offering of the Issuer's securities and not be deemed to be a broker-dealer. a. Our officer/director was not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of his participation; and, b. Our officer/director will not be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transaction in securities; and c. Our officer/director is not, nor will he be at the time of his participation in the offering, an associated person of a broker-dealer; and d. Our officer/director meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of our company, other than in connection with transactions in securities; and (B) is not a broker or dealer, or been an associated person of a broker or dealer, within the preceding twelve months; and (C) has not participated in selling and offering securities for any Issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) or (a) (4)(iii). Aidan Buckley will be offering the securities, may each be deemed to be an underwriter of this offering within the meaning of that term as defined in Section 2(11) of the Securities Act of 1933, as amended. He intends to find purchasers by discussing this offering with past and present friends and business associates, as well as the friends and business associates of friends and business associates. A copy of this prospectus, ~~will be provided to any prospective investor. Our officer, director, control person and affiliates of same do not intend to purchase any~~there are 23,345,923 shares ~~in this offering. 12~~ TERMS OF THE OFFERING The shares will be sold at the fixed price of $.01 per share until the completion of this offering. There is no minimum amount of subscription required per investor, and subscriptions, once received, are irrevocable. This offering will commence on the date of this prospectus and will continue for a period of 180 days (the "Expiration Date"), unless extended by our Board of Directors for an additional 90 days. DEPOSIT OF OFFERING PROCEEDS This is an "all or none" offering and, as such, we will not be able to spend any of the proceeds unless all the shares are sold and all proceeds are received. We intend to hold all funds collected from subscriptions in a separate bank account until the total amount of $20,000 has been received. At that time, the funds will be transferred to our business account for use in implementation of our business plan. In the event the offering is not sold out prior to the Expiration Date, all money will be promptly returned to the investors, without interest or deduction. We determined the use of the standard bank account was the most efficient use of our current limited funds. There is no assurance we will be able to return the funds as we are not holding the money in a trust or similar account and a creditor may be able to execute a judgment against the funds. Please see the "Risk Factors" section to read the related risk to you as a purchaser of any shares. PROCEDURES AND REQUIREMENTS FOR SUBSCRIPTION If you decide to subscribe to any shares in this offering, you will be required to execute a Subscription Agreement and tender it, together with a check or bank money order made payable to Ticket To See Inc. Subscriptions, once received by the Company, are irrevocable. DESCRIPTION OF SECURITIES COMMON STOCK Our Articles of Incorporation authorizes the issuance of 75,000,000 shares ofCompany’s common stock ~~$0.001 par value per share. The holders of our common stock: * have equal ratable rights to dividends from funds legally available if~~issued and ~~when declared by our board of directors; * are entitled to share ratably in all of our assets available for distribution to~~outstanding.

The holders of common stock upon liquidation, dissolution or winding up of our affairs; * do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and * are entitled to one non-cumulative vote ~~per~~for each share held on all matters ~~on which stockholders~~submitted to a vote of shareholders. Holders of common stock are entitled to receive ratably such dividends, if any, as may ~~vote. NON-CUMULATIVE VOTING~~be declared by the Board of Directors out of funds legally available. Upon a liquidation, dissolution or winding up the Company, the holders of common stock are entitled to receive ratably the net assets available after the payment of all debts and other liabilities, and subject further only to the prior rights of any outstanding preferred stock.

The holders of common stock have no preemptive, subscription, redemption or sinking fund conversion rights. Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors. ~~A current officer and director owns 100%~~

The Selling Stockholders, which, as used herein, includes donees, pledgees, transferees or other successors-in-interest selling shares of Common Stock received after the date of this prospectus we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations. 13 REPORTS We are not required to furnish you with an annual report. We will be required to file reports with the SEC under section 15(d) of the Securities Act upon effectiveness of the registration statement. The reports will be filed electronically. The reports we will be required to file are on forms 10-K, 10-Q, and 8-K. You may read copies of any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that will contain copies of the reports we file electronically. The address for the Internet site is www.sec.gov. RULE 144 - SHELL COMPANY STATUS All of the presently outstanding shares of our common stock are "restricted securities" as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from ~~registration, if available. In addition, at the present time, the Company is classified~~a Selling Stockholder as a "shell company" under Rule 405 of the Securities Act. As such, all restricted securities presently held by the founder of the Company may not be resold in reliance on Rule 144 until: (1) the Company files Form 10 information with the SEC when it ceases to be a "shell company"; (2) the Company has filed all reports as required by Section 13 and 15(d) of the Securities Act for twelve consecutive months; and (3) one year has elapsed from the time the Company files the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. Pursuant to Rule 144, one year must elapse from the time a "shell company", as defined in Rule 405, ceases to be a "shell company" and files Form 10 information with the SEC, before a restricted shareholder can resell their holdings in reliance on Rule 144. Form 10 information is equivalent to information that a company would be required to file if it were registering a class of securities on Form 10 under the Securities and Exchange Act of 1934 (the "Exchange Act"). Under the amended Rule 144, restricted or unrestricted securities, that were initially issued by a reporting or non-reporting shell company or an Issuer that has at any time previously a reporting or non-reporting shell company as defined in Rule 405, can only be resold in reliance on Rule 144 if the following conditions are met: (1) the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company; (2) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; (3) the issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months (or shorter period that the Issuer was required to file such reports and materials), other than Form 8-K reports; and (4) at least one year has elapsed from the time the issuer filed the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. At the present time, we are classified as a "shell company" under Rule 405 of the Securities Act Rule 12b-2 of the Exchange Act. As such, all restricted securities presently held by the affiliates of our company may not be resold in reliance on Rule 144 until: (1) we file Form 10 information with the SEC when we cease to be a "shell company"; (2) we have filed all reports as required by Section 13 and 15(d) of the Securities Act for twelve consecutive months; and (3) one year has elapsed from the time we file the current Form 10 type information with the SEC reflecting our status as an entity that is not a shell company. INTEREST OF NAMED EXPERTS AND COUNSEL None of the below described experts or counsel have been hired on a contingent basis and none of them will receive a direct or indirect interest in the Company. The Chiang Law Office, P.C. has passed upon the validity of the shares being offered. 14 Paritz & Company, P.A., 15 Warren Street, Suite 25, Hackensack, NJ 07601, an independent certified public accounting firm, has audited our financial statements included in this prospectus and registration statement to the extent and for the periods set forth in the audit report. Paritz & Company, P.A. has presented their report with respect to our audited financial statements and it is included in reliance upon their authority as experts in accounting and auditing. DESCRIPTION OF OUR BUSINESS EXECUTIVE SUMMARY Ticket To See Inc. ("TICKET TO SEE" or the "COMPANY") is a development stage company with a mission to make the buying and selling of advance event tickets easier, more accessible, and cost-effective for clients (venues / artists / promoters) and consumers. Ticket To See was incorporated in Nevada on June 6, 2012. At that time Aidan Buckley was appointed CEO, President, Secretary, CFO, Treasurer and Director. The Board voted to seek capital and begin development of our business plan. We received our initial funding of $22,000 through the sale of common stock to Aidan Buckley who purchased 5,500,000 shares of our Common Stock at $0.004 per share on October 5, 2012. PRINCIPAL PRODUCTS OR SERVICES AND THEIR MARKETS Ticket To See is in its development stage. We will require the funds from this offering to implement our business plans. The following discussion should be read with the knowledge that our services are anticipatory and there is no guarantee that our plans will ever come to fruition. Ticket To See plans to accomplish its mission by providing an online, print-your-own ticketing platform for ticketed events of all kinds, including special events, attractions, and shows / exhibits. Consumers will have the ability to easily, reliably, and cost-effectively purchase and print their own tickets using any Internet-connected computer. Tickets will be printed instantly on their home or office printer. When ticket holders arrive at the venue, the unique barcode on the ticket is verified with a scanner. Additional details of the Ticket To See solution are given in "The Ticket To See System"). The following chart represents what Management believes to be the anticipated advantages of our planned system both as a stand-alone and in competition with other software offering of our competitors: Anticipated Advantages of Ticket To See Online Ticketing Platform Buyers Sellers ------ ------- * Convenience-time, avoid box * Opportunity to increase office lineup. attendance and sales. * Access to discounts and * Increased revenue from cross special promotions marketing and advertising. * Entertainment Lower costs. * Efficient marketing andgift, pledge, partnership distribution costs. * Ability to maximize prices. * Access to customer data. 15 As is the industry standard, Ticket To See will earn revenues from "convenience charges". Whereas the "traditional" online services (i.e. ticketmaster, tickets.com, ticketweb.com, etc.) offer a full suite of integrated box office services and have significant up front implementation costs and charge high fees to consumers, Ticket To See will focus on providing simple online ticket sales service that have little if any implementation costs associated with them, are very easy to use, and have a low fee structure stemming from its fully automated, online structure, meaning the backend system structure will be fully automated allowing users can find events, select tickets, pay for tickets and print in one sitting with no waiting. Traditional on line services charge anywhere from 20-40% for what is called "order processing fees" and if you do not wish to have your tickets expedited to you, you are charged a printing fee, or "convenience charge." Tickets To See plans to develop an automated ticket selecting system and print-your-own ticketing platform which will be fees from 2-10% eliminating the large fees the traditional services impose. The principal competitive advantages of Ticket To See and its value proposition relates to ease of implementation and use as well as cost-effectiveness. Management believes that these set of features, taken together, will appeal to a broad range and number of potential clients that: (1) do not currently have an online ticketing ability (i.e. due to cost or unavailability), (2) find that they do not require a full feature set, or (3) are now paying higher fees than they would like. After investigating the market, primarily via phone calls and networking with private individuals in the industry and online research (http://www.prweb.com/ releases/2012/1/prweb9148632.htm), management has concluded that: (1) ecommerce continues to gain ground in the marketplace and its share of total retail sales continues to increase, (2) online ticketing also continues to gain ground and is now a multi-billion dollar business, (3) dissatisfaction with the high fees of established providers, and (4) the growing online market, combined with non-traditional customer service, constantly changing demographically selected audiences creates opportunities for those that focus on offering highly targeted products and services, matching buyers and sellers instantly and efficiently - and creating more value to consumers. Ticket To See has designed its service offering with these factors in mind - a focus on value in an underserved, overpriced market. Management beliefs about the online ticketing market are based on a limited amount of industry research and if such beliefs prove to be untrue, the company may not be in a position to capture the market opportunity or implement the business plan as contemplated. In the beginning, because we are in development stage, we believe we will be able to operate with an advantage over our competition because we will be operating on a much smaller scale than our competitors we plan to work more closely with our clients and respond to user needs much faster, more efficiently and with better care than our much larger competitors. As we grow we plan to keep this same approach, however there is no guarantee we will be successful in doing so. After funding, Ticket To See plans to implement a range of marketing programs to reach both targeted clients and consumers, including: o Website development. * Website development. * Developing lists of potential clients, critical marketing materials, and direct marketing strategies. * Development of search strategies. * Forming relationships with ticket brokers. * Pursuing co-marketing arrangements, cross linking programs, test marketing of affiliate programs, and exploring placing the site on online shopping directories. * Pursuing public relations activities. 16 As the Ticket To See site becomes established, additional revenue streams may be created in addition to convenience fees, including advertising, fees for premium placement, and commissions from related / ancillary products and services provided by others. Management will commence development work on the website, marketing activities, and other business operations as financing becomes available, expected to be in mid to late 2013. Since the inception of the Ticket To See, Management has worked toward the creation and implementation of its business strategy, including: * Sourcing an appropriate company with which to operate the Ticket To See business. * Reserving the domain name www.Ticket To See.com. * Held discussions with one or more proven website development firms. * Conducted extensive research into the business of Ticket To See and written the Ticket To See business plan. * Developed a company logo and promotional products. Following receipt of funding, Ticket To See will commence operations in a phased manner, including: PHASE I. Design and construction of the website, establishing merchant relationships with Paypal and credit card companies, along with developing lists of potential customers, and detailing specific marketing tools and plans. The budget for phase one is estimated at $12,000. PHASE II. Devoted to instituting an aggressive marketing effort, as described. Ticket To See President, Aidan Buckley, will spearhead this effort. Expenses related to phase two are estimated at $4,300. PHASE III. Dependent on the success of phase II (i.e. revenue being produced), this may involve hiring one or more additional staff to handle increased demands, site monitoring, data entry, and customer support. Depending on availability of funds and the opportunities perceived as being available to Ticket To See, the Company may hire additional marketing personnel to access additional sales and distribution channels. Management believes that market dynamics are highly favorable for the success of the Ticket To See concept. Expenses related to phase two are estimated at $3,700. The plan to find venues/artists/promoters is by networking with professionals in the industry, online and verbal word of mouth, and marketing. Critical marketing materials will be designed by a professional specialist for online based marketing. These materials will range from, xocial media, SEO searches, online banner ads, advertisements on search engines and various music, sporting, concert websites that allow advertising. Direct marketing strategies will be selected on per campaign geared toward specific age groups, sex, interests of the audience. Mr. Buckley does not have any direct contacts with clients but it is management's belief that he is capable of networking and developing new relationships as needed. Mr. Buckley believe his education in advance computer related training and work experience in supervising and managerial positions as well as his current role since 2009 at Foodequip Technology as Operational Marketing Manager will be an asset to his marketing efforts for Tickets to See. DISTRIBUTION METHODS OF THE PRODUCTS OR SERVICES The process for clients and consumers will be simple. 1. Clients will have a website for their venue or upcoming event (Ticket To See can arrange for this if required). 17 2. Ticket To See obtains a profile of the event(s), tour, venue or team and have live access to the client box office database. 3. A link ("ticket info" or "ticketing" or "buy tickets" button) will be placed on the client website. 4. Consumers logging on to the website will be redirected to the Ticket To See website containing ticketing information specific to the event (i.e. "buy tickets" button). 5. The purchase will be completed using credit or debit card, or other ~~services such as Paypal. Any special promotional codes can be entered for discounts. Various demographic information~~transfer, may, be gathered at this time and entered into a database system for later use in any number of marketing campaigns (i.e. an opt in email program could be instituted - notify me of upcoming events and special offers, etc.). 6. The client database will be updated and net funds remitted to the client account. 7. Consumers will be emailed a confirmation email and shortly thereafter the bar coded ticket, which can then be printed at home or office and simply bring them to the event. Given accelerating current market trends toward increasing use of sites dedicated to secondary tickets (re-sales), Management intends to incorporate this added functionality into its Internet offering following the launch of the initial website. There is no software for clients to buy and install, no special hardware required and no updates to worry about. Every client will require either a long term, short term or one time based agreement. We will have a specifically created and negotiated agreement for each client. From the time Ticket To See enters into an agreement with a client until the time the system is fully functional and capable of selling tickets we will advise clients that until our system is operational we won't be able to proceed with the contract and payments for service will not be required until this day. The venue will be able to manage the availability of individual seats and therefore remain in full control of their inventory at all times. Venues will be able to create seating plans and sell individual seats to customers based on a best-seat algorithm. Clients will be able to change online allocations at will, adding or removing events or performances or tickets to or from sale. In addition, pricing can be changed for events over time too, allowing customers to manage demand in a price sensitive environment. Ticket To See clients will have the capability to create reports based on information provided by the online system. Specific information desired by clients may be incorporated into any particular event or venue website. Customers can be shown a dynamic image of the seating area showing them where their allocated seats are located, and will have an easy, reliable, lowest cost purchasing experience and will be in the hands of the purchaser instantly; reducing ticket lines and staffing needs as visitors arrive with their secure, bar-coded tickets for quick scanning and easy entry. Should customers wish to transfer their tickets, they will be able to do so online. It is envisioned that Ticket To See may also offer a PRIVATE LABEL system, operated by the venue / promoter. This will be delivered via an ASP MODEL, allowing venues or event promoters of any size to log in over the Internet and, using just a web browser, perform the full range of box-office operations - put events on sale, track progress and generate reports. In order to implement our system initially we will need to establish the website by finding a suitable web master for back end development and design, set up merchant accounts at visa, paypal, ebay, master card and other available online merchants, purchase or lease barcode label printing software such as TFORMer Designer. 18 FOR THE CLIENT. * No additional technical skills necessary. * Custom-branded. * Advertising space available. * Merchandising opportunities. * Creates ability to sell additional tickets and reach more impulse buyers with the convenience and security offered with the system. * Maximize concessions planning and sales with 24X7 pre-event sales data (particularly for clients with no system currently). * Better security - today's paper tickets have tremendous risk of theft, loss, counterfeiting and are simply expensive to manufacture and distribute. * Overcomes problems associated with patrons have also been frustrated by an inability to purchase tickets because of busy telephones * Pay less for preprinted tickets and ticket stock. * Less staffing, minimal training, uncomplicated installation. * Decrease ticket distribution costs (mailing, overnight, etc). * Eliminate admission errors * Lower event costs. * Increases database possibilities. * Ease of accessing reporting information. * Full integration with industry-standard scanners, turnstiles and access control devices. FOR THE RETAIL CUSTOMER * Lower costs. * Easy and convenient to purchase - buy and print tickets securely...anytime, anywhere...24 X 7. * No waiting on phone lines, the mail, overnight shipping, or in "will-call" lines at ticket windows * Lost tickets can simply be reprinted by the purchaser (no need to deal with box office). * Secure, encrypted barcode LOWER COST STRUCTURE PARAMOUNT Ticket To See will provide a simple, easily implemented, powerful system - no call centers, kiosks, or extensive installations of "legacy" systems. There will be an emphasis on ease of implementation and operation, virtually no upfront capital costs - it will be a totally online, automated system that can be referenced, administered, and easily changed by the client - the intent is to capture the "real" value in the ticketing transaction at the lowest possible cost. Ticket To See believes that this will appeal to a number of prospective clients. PRICING The Ticket To See website will generate fees from "convenience" service charges, as is the industry standard. With the large national ticketing companies such as Ticketmaster charge anywhere from 10% - 20% of the ticket price as a convenience/service change, Ticket To See has a measure of flexibility with respect to pricing, and the Company will price its service fees below competitors levels. We anticipate this to be a material portion of our revenue. Payment will be through Paypal, major credit cards, and debit card. We currently have no agreements in place with Paypal or major credit or debit card companies. PRIVATE LABELED TICKETING will be priced based on the level of service required and the volume of tickets sold. TARGET MARKETS Management believes there is a large number of potential customers that may desire to use an online, print at home ticket system. 19 Client Types - Venues Client Types - Event Related --------------------- ---------------------------- * Live Music Concerts, Bars, * Artists Arenas, Amphitheaters * Promoters * Stadiums * Sports Teams (pro / amateur / * Theaters, Performance Halls, youth). or Reserved Seating Events * Symphonies & ballet companies * Amusement Parks, Waterparks, Attractions or Ski Areas * Arts councils * Air shows, Boat Shows, Car * Churches Shows * Radio Station * Festivals, Fairs, Concerts, or Special Events * Radio Station Events * Rodeo venues POTENTIAL FOR LOW COST VALUE-ADDED SERVICES CUSTOMER RELATIONSHIP MANAGEMENT (CRM). Ticket To See will provide data that can be integrated into simple, standard customer relationship models to help build the client's business from the first time a customer visits online through the purchase process to planning and executing online marketing campaigns. These capabilities enable clients to build cost effective relationships with customers online. Ticket To See data can be used to develop every aspect of CRM, and to introduce the concept in a user-friendly format for both staff and customers alike. What is more, this tool set comes as an integral part of the system and when using it's in built email capabilities, is practically free to operate. PROMOTIONS. Promotional campaigns can be created in Ticket To See and used in collaboration with marketing activities, either web-based or more traditional. A promotional code can be defined in Ticket To See and could be published in a newspaper or automatically contained within a URL and sent in an e-Marketing email message to previous customers. MERCHANDISING. Merchandise may be sold through Ticket To See. The merchandise can be simple, such as a program for an event or complex such as an item of clothing. The merchandise can be added into a group of "Related Items" that will enable it to be promoted at the point of purchase when any of the other items in the same group are added to the shopping basket. All emails include an automatic opt-out link. If the contact originates from Ticket To See, then this is applied automatically. If the contact came from an external list, then the opt-out request is returned to the vendor for action. These programs would not expensive to implement. STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCT OR SERVICE We currently have no active product or service publicly announced. OVERVIEW OF THE ONLINE TICKETING INDUSTRY Ticketing is an industry that has experienced very little innovation over many years, but is now evolving into a business that increasingly emphasizes improving the experience for the two most important parties involved in ticketing for any entertainment and sporting event - patrons and the providers of the entertainment. 20 According to IBISWorld Market Research (http://www.prweb.com/releases/2012/1/ prweb9148632.htm), the Online Event Ticket Sales industry has reacted to the ebb and flow of the US economy. Consumer sentiment and per capita disposable income levels have determined consumers' ability and willingness to attend events. When consumer confidence crashed in 2008, industry revenue declined 9.4%. Similarly, when personal disposable incomes fell in 2009 (for the first time since 1991), industry sales dropped 8.9%. According to IBISWorld industry analyst Nikoleta Panteva, these substantial drops have caused industry revenue to decline at an average annual rate of 2.5% over the five years to 2012. Nevertheless, the number of internet transactions has underpinned online ticket sales growth over the long term and will continue to drive the industry. The growing popularity of the internet has boded well for the size and profitability of the Online Event Ticket Sales industry. Over the five years to 2012, IBISWorld estimates that 22 new ticketing websites entered the market, totaling 265 currently. While many of the existing participants are expanding their product and service offerings and extending their reach, new entrants are catering to niche audiences and clients. As the economy slowly rebounds and consumers start to loosen their purse strings over the five years to 2017, demand for event tickets purchased online will return as well. Spending power is expected to drive industry revenue and industry players are anticipated to increasingly add customization and personalization to their products and services, targeting fans' specific tastes and locations. IBISWorld forecasts that sales per website will increase as a result of these efforts. COMPETITION, COMPETITIVE POSITION IN THE INDUSTRY AND METHODS OF COMPETITION Management does not feel that there are any barriers to entry for the company into the industry, however; the market position of more experienced companies with greater financial resources may make it difficult for us to establish our business within the industry. There are now a variety of competitors emerging in the online ticketing sector. 1. Integrated, venue management software systems such as TICKETMASTER.COM, TICKETS.COM, Arts Management Systems (artsman.com), and Front Gate Tickets (FRONTGATESOLUTIONS.COM) (there are several others). These can be complete Internet-based ticketing solutions including box office / seat tracking, telephone (call center) / Internet / kiosk ticket sales, mailing, printing, tracking of reports of lost or stolen tickets, subscriptions, web presence, marketing, database management, patron preference tracking, and detailed sales and financial reporting. These systems are national in scope and usually involve significant set up fees (i.e. up to $100,000) and can be relatively expensive to operate, and charge very significant fees to consumers (i.e. 20+ %). 2. There are a variety of other types of firms including: * companies that compete directly with these integrated companies by selling stand-alone automated ticketing systems to enable facilities to do their own ticketing (i.e. dedicated to private labeling - TICKETWEB.COM). * those that choose to self-distribute with or without the assistance of the numerous companies that support self-distribution. * regional and local ticketing service companies and entertainment organizations with various ticketing distribution capabilities. 3. As an alternative to purchasing tickets through Ticketmaster, ticket purchasers generally may purchase tickets from the facility's box office at which an event will be held or by season, subscription or group sales directly from the venue or promoter of the event. As noted by Ticketmaster, "not all facilities, promoters and other potential clients use the services of an automated ticketing company, choosing instead to distribute their tickets through their own internal box offices or other distribution channels." 21 There is increased competition to Ticketmaster and others from their own clients and aggregations of their clients, such as major league sports leagues, which increasingly have the capability to fulfill ticketing distribution and management functions through their own systems. 4. Ticket brokers and ebay. As noted earlier, there is a very large secondary market for tickets. Ticket brokers typically purchase tickets from season ticket holders, conventional public sales, and from soliciting through advertising. In turn, they will resell to the public. A simple search for "tickets" or various events and venues will result in numerous sites for ticket brokers. Ticket To See believes there is a market for its service, given that many organizations want to offer on-line ticketing but in the past have not found a service that was BOTH customer friendly (i.e. simple & effective) AND cost efficient. Management believes that Ticket To See will provide a combination of features and benefits that, taken together, will appeal to a variety of organizations that: * Are unhappy with the costs associated with an existing solution, * Find that they do not require the full (and more costly) feature set provided by 3rd parties, and * Will appeal to a variety and number of organizations that do not currently have an online ticketing system (i.e. for cost and other reasons). Ticket To See intends to institute a system that is the easy and simple at a competitive price point. The underlying premise of Ticket To See is that there are a variety of opportunities in the marketplace for new entrants. * For those that would consider substituting a fully functional, leaner system that costs less (i.e. tired of expensive systems and wishing to bring the solution in house to inexpensive Windows operating environments). * New clients that do not have systems in place now (i.e. could not afford or need the full functionality of integrated systems but could benefit from an online ticketing system). SOURCES AND AVAILABILITY OF RAW MATERIALS AND THE NAMES OF PRINCIPAL SUPPLIERS In addition to providing a technology solution to clients of all types, Ticket To See plans to provide marketing assistance to clients to drive traffic to their website and increase ticket sales. This will be accomplished through implementing a range of marketing techniques, as follows: * First and foremost, Ticket To See will develop its internet web-site and develop extensive lists of potential clients, along with development of email and other direct marketing campaigns to prospective clients. * Instituting a wide range of state of the art "SEARCH" STRATEGIES (i.e. keyword-based advertising, now offered by many of the major search engines and Web directories). If "paid for" internet advertising is advisable, Ticket To See will work within the client's budget to optimize anticipated results. * Establishing RELATIONSHIPS WITH TICKET BROKERS - to sell tickets and access their own distribution networks. * Creating EMAIL LISTS AND PROMOTIONS ("permission marketing") on consumers to promote future events and venues (i.e. collecting demographic and other information that furthers the interests of both the consumer - news and discounts - as well as the client - more revenue). 22 * Establishing a series of BRANDED WEBSITES. * Pursuing a range of CO-MARKETING and other arrangements with aggregators of tickets that drive traffic in mutually beneficial ways. * Working within client budgets, Ticket To See intends to TEST MARKET AFFILIATE PROGRAMS (i.e. pay-for-sale or pay-per-click) with web sites that may generate significant business. * With our anticipated partner sites, Ticket To See intends to set up CROSS LINKS to increase traffic and enhance search engine positioning. We do not currently have any partner sites. * Depending on funding and cost, Ticket To See may explore placing its' site on one or more ONLINE SHOPPING DIRECTORIES. Most of the major search engines and Web directories have shopping areas on their Web sites that showcase selected merchants and that list hundreds of merchants by product category. It has been shown that many Internet users use one of these shopping directories when looking for online merchants to buy from, and that it can be a good way to obtain exposure for a particular online store. * Pursuing a variety of PUBLIC RELATIONS activities, including media articles. Depending on funding, Ticket To See may engage a recognized e-business architect to assist us further with these efforts. To date, Ticket To See has reserved its domain name, which is well suited as a part of our branding strategy. Ticket To See will closely monitor activity on the Web site using a variety of techniques to improve the site. DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS We do not currently have any customers. However; we feel that, because of the potential wide base of customers, there will be no problem with dependence on one or few major customers if we are able to implement our business plan. PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS OR LABOR CONTRACTS The Company presently has no patents pertaining to the Ticket To See system. Although the Company may in the future file for patent protection on products developed or to be developed by it, there can be no assurance that any patents will be issued or, if issued, that such patents will provide the Company with meaningful protection. Further, the technology used by the Company in the future is likely to be within the state-of-the-art and may not be more advanced than the technology used by or available to certain of its potential competitors. The Company may be unable to prevent its competitors and others from incorporating features of the Company's products and services into their own offerings. Any litigation or adverse proceeding resulting from patent or trademark infringement could result in substantial costs and diversion of resources and could seriously harm our business operations and/or results of operations. NEED FOR ANY GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES The Company will be subject to numerous state and local licensing laws and laws that require the disclosure of specified information to ticket purchasers, however the Company is not aware of any government approval required for our principal products or services. BANKRUPTCY OR SIMILAR PROCEEDINGS There has been no bankruptcy, receivership or similar proceeding. 23 REORGANIZATION, PURCHASE OR SALE OF ASSETS There have been no material reclassifications, mergers, consolidations, or purchase or sale of a significant amount of assets not in the ordinary course of business. EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS ON THE BUSINESS The Company will be subject to numerous state and local licensing laws and laws that require the disclosure of specified information to ticket purchasers. In addition, increasing concern over consumer privacy has led to the introduction from time to time, sell, transfer or otherwise dispose of ~~proposed legislation~~any or all of their shares of Common Stock on any stock exchange, market or trading facility on which ~~could impact~~ the ~~direct marketing and~~shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market ~~research industries. The Company does not know when or whether any such proposed legislation may pass or whether any such legislation would relate~~prices at the time of sale, at prices related to the ~~types~~prevailing market price, at varying prices determined at the time of ~~services currently provided by the Company~~sale, or which the Company intends to develop. Accordingly, the Company cannot predict the effect, if any, that any such future regulation may have on its business. RESEARCH AND DEVELOPMENT ACTIVITIES DURING THE LAST TWO YEARSat negotiated prices. We have not ~~expended funds~~been advised of any arrangements by the Selling Stockholders for ~~research and development costs since inception. COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS We do not anticipate~~the sale of any costs or effects of compliance with environmental laws. NUMBER OF TOTAL EMPLOYEES AND NUMBER OF FULL TIME EMPLOYEES We currently have one employee, our executive officer, Aidan Buckley. He devotes approximately 15% of his time, or 8 hours per week, to our business and currently is responsible for our general strategy, fund raising and customer relations. Once the offering is complete we will hire additional staff if we generate enough revenue to support the expense. The number of additional staff will depend upon our growth. DESCRIPTION OF PROPERTY We do not currently own any property. The mailing address of the executive offices of Ticket To See is 2620 Regatta Drive, Suite 102, Las Vegas, NV 89128. This is a virtual office and our registered agent's office in Nevada. This is temporally until we are able to raise funding for a full time office space. We pay $150 a year for the office. We consider our current principal office space arrangement adequate and will reassess our needs based upon the future growthCommon Stock owned by them.

The Selling Stockholders may use any one or more of the ~~Company. LEGAL PROCEEDINGS We are not involved in any pending legal proceeding nor are we aware~~following methods when disposing of ~~any pending~~shares or threatened litigation against us. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS No public market currently exists for shares of our common stock. Following completion of this offering, we intend to apply to have our common stock listed for quotation on the Over-the-Counter Bulletin Board. PENNY STOCK RULES The Securitiesinterests therein:

ordinary brokerage transactions and ~~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~~which the ~~FINRA system, provided that current price and volume information with respect to transactions~~broker-dealer solicits purchasers;

block trades in ~~such securities is provided by~~which the ~~exchange or system). 24~~ ~~A purchaser is purchasing penny stock which limits the ability~~broker-dealer will attempt to sell the ~~stock. The~~ shares ~~offered~~as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

crosses, where the same broker acts as an agent on both sides of the trade;

purchases by this prospectus constitute penny stock under the Securities and Exchange Act of 1934. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer as principal and resale by the broker-dealer for its account;

an exchange distribution in accordance with the rules of the applicable exchange;

privately negotiated transactions;

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

broker-dealers may agree with the Selling Stockholders to sell ~~the stock into~~ a ~~secondary market, which makes it more difficult for~~specified number of such shares at a ~~purchaser~~stipulated price per share;

a combination of any such methods of sale; and

any other method permitted pursuant to ~~liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his~~applicable law.

The Selling Stockholders may, from time to time, pledge or ~~her shares~~grant a security interest in ~~us will be subject to Rules 15g-1 through 15g-10~~some or all of the ~~Securities~~shares of Common Stock owned by them and, Exchange Act of 1934. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which: - contains a description of the nature and level of riskif they default in the ~~market for penny stock in both public offerings and secondary trading; - contains a description~~performance of their secured obligations, the ~~broker's~~pledgees or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the Securities Act of 1934, as amended; - contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" price for the penny stock 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 Securities and Exchange Commission shall require by rule or regulation. The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer: - the 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, stockholderssecured parties may ~~have difficulty selling their securities. REGULATION M Our CEO, who will~~ offer and sell the shares of Common Stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of Selling Stockholders to include the pledgee, transferee or other successors in interest as Selling Stockholders under this prospectus. The Selling Stockholders also may transfer the shares of Common Stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus; provided, however, that prior to any such transfer the following information (or such other information as may be required by the federal securities laws from time to time) with respect to each such selling beneficial owner must be added to the prospectus by way of a prospectus supplement or post-effective amendment, as appropriate: (1) the name of the selling beneficial owner; (2) any material relationship the selling beneficial owner has had within the past three years with us or any of our predecessors or affiliates; (3) the amount of securities of the class owned by such security beneficial owner before the transfer; (4) the amount to be offered for the security beneficial owner’s account; and (5) the amount and (if one percent or more) the percentage of the class to be owned by such security beneficial owner after the transfer is ~~aware that he is required~~complete.

Any Selling Stockholder and any other person participating in a distribution will be subject to ~~comply with the~~applicable provisions of the Exchange Act and the rules and regulations under that statute, including, without limitation, possibly Regulation M. This may limit the timing of purchases and sales of any of the securities by a Selling Stockholder and any other participating person. Regulation M ~~promulgated under~~may also restrict the ~~Securities Exchange Act~~ability of ~~1934, as amended. With certain exceptions, Regulation M precludes an officer and director, sales agent,~~ any ~~broker-dealer or other~~ person ~~who participate~~engaged in the distribution of the securities to engage in market-making activities with respect to the securities. All of the foregoing may affect the marketability of the securities and the ability of any person or entity to engage in market-making activities with respect to the securities.

We are required to pay all fees and expenses incident to the registration of the shares, including fees and disbursements of counsel to the Selling Stockholder, but excluding brokerage commissions or underwriter discounts.

The Selling Stockholders, alternatively, may sell all or any part of the shares offered in this ~~offering~~prospectus through an underwriter. No Selling Stockholder has entered into any agreement with a prospective underwriter and there is no assurance that any such agreement will be entered into.

A Selling Stockholder may pledge its shares to their brokers under the margin provisions of customer agreements. If a Selling Stockholder defaults on a margin loan, the broker may, from ~~bidding~~time to time, offer and sell the pledged shares.

If the Selling Stockholder notifies us that it has a material arrangement with a broker-dealer for ~~or purchasing, or attempting to induce any person to bid for or purchase any security which is~~ the ~~subject~~resale of the ~~distribution until the entire distribution is complete. 25~~ ~~REPORTS TO SECURITY HOLDERS Upon effectiveness of~~Common Stock, then we would be required to amend the registration statement of which this prospectus is a part, and file a prospectus supplement to describe the agreements between the Selling Stockholder and the broker-dealer.

Sichenzia Ross Friedman Ference LLP, New York, New York, will ~~be subject to certain reporting requirements~~pass upon the validity of the shares of Common Stockoffered by the U.S. Securities and Exchange Commission (SEC) and will furnish annual financial reports to our stockholders, certified by our independent accountants, and will furnish un-audited quarterly financial reports in our quarterly reports filed electronically with the SEC. All reports and information filed by us can be found at the SEC website, www.sec.gov. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION We have generated no revenue since inception and have incurred $9,861 in expenses through March 31, 2013. The following table provides selected financial data about our company for the period from the date of incorporation through March 31, 2013 and our yearend of 12/31/12. For detailed financial information, see the financial statements included inSelling Stockholders under this prospectus. Balance Sheet Data: 3/31/2013 12/31/2012 ------------------- --------- ---------- Cash $15,482 $22,052 Total assets $15,482 $22,052 Total liabilities $ 3,343 $ 5,099 Shareholders' equity $12,139 $16,953 Other than the shares offered by this prospectus, no other source of capital has been identified or sought. If we experience a shortfall in operating capital prior to funding from the proceeds of this offering, our CEO has verbally agreed to advance the Company funds to complete the registration process. GOING CONCERN Our auditor has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated revenues and no revenues are anticipated until we begin selling the products we plan distribute. There is no assurance we will ever reach that point. Our current cash balance is $15,482 with $3,343 in outstanding liabilities. We believe our cash balance along with loans from our CEO is sufficient to fund our limited levels of operations until we receive funding. If we experience a shortage of funds prior to funding we may utilize funds from our CEO, who has informally agreed to advance funds to allow us to pay for offering costs, filing fees, and professional fees; however she has no formal commitment, arrangement or legal obligation to advance or loan funds to the Company. In order to achieve our business plan goals, we will need the funding from this offering. We are a development stage company and have generated no revenue to date. We have sold $22,000 in equity securities to pay for our minimum level of operations. PLAN OF OPERATION In order to successfully carry out all three phases, the company will require a total of $20,000, whichSichenzia Ross Friedman Ference LLP is the ~~amount to be raised in the offering. If we are successful in generating revenue at any stage~~beneficial holder of our business plan we may accelerate our timeframe, however there is no guarantee we will be successful in our efforts. Following receipt of funding from this offering, we plan to commence our business plan for the following 12 months in an organized, phased manner. The initial development phase will require 3 to 6 months. Upon the successful completion of the initial phase, the second phase of aggressive marketing will last for approximately 4 months. 26 Dependent on the successful completion of the second phase, phase three of expansion will approximately run between the 10th and 12th months. Below, the breakdown of the required funding for each phase is explained in more detail. The INITIAL PHASE of this plan is expected to include: * Design and construction of the Ticket To See website. In order to have the most suitable website, we will utilize the services of a professional website design firm at the cost of $2500. * Establishing merchant relationships with Paypal and credit card companies, such as Visa and MasterCard will require the firm to pay various merchant account fees that will amount to $1000. * Developing extensive lists of prospective clients will require no additional costs as this task will be completed by management, at no charge to the company. * Developing detailed marketing techniques and plans that will appeal to targeted venues, promoters, and developing targeted marketing content to future clients is the most crucial task of the first phase and will require $6500. The total budget for phase one, including legal and accounting costs of $1,500 and administrative expenses of $500 is approximately $12,000 and is expected to be completed within 3-6 months of funding. The SECOND PHASE of the operating plan, during months 7 through 9, is expected to be devoted to instituting an aggressive marketing effort, as described earlier (see "Sales and Marketing"), to gain initial clientele and begin producing revenue. We expect our President, Aidan Buckley, will spearhead this effort by first using the direct approach and establishing a brand name with possible clients for using our platform. This will be done by cold calling, face to face networking, using free online social media and advertising outlets. The next stage of marketing is to have a online advertising campaign and social media campaign designed. Due to the nature of the costs involved and the fact that he will not be receiving a salary at this time, we expect expenses related to phase two to be approximately $4,300 which includes costs of $800 for website, $1,500 for marketing, $1,500 for legal and accounting and $500 for administrative expenses. However, should Ticket To See be successful in signing up clients, expenses relating to technical issues relating to integrating the ticketing back office of the client with the Ticket To See website will likely be incurred (i.e. less than 2 days per client - $400 per day). If material, Management anticipates raising additional capital to fund this integration. If Ticket To See is successful in implementing its' business plan and begins to produce sales from the website, Management will institute PHASE THREE of the business plan, during months 10 through 12, which may involve hiring one or more additional staff to handle increased demands, site monitoring, data entry, and customer support. The costs for the use of proceeds for this timeframe are estimated at $3,700 which includes $200 for website, $1,500 for marketing, $1,500 for legal and accounting and $500 for administrative expenses The cost of an administrative employee will be $24,000 per year for each needed hire. Due to the web-based nature of the company, there is no need for a separate office at this time. All business operations will be carried out of the private residence of management at no added cost. There may be additional demands and on-going online and social media awareness placed on the company and website development and a consequent need to broaden the management team. Depending on availability of funds and the opportunities available to the Company, Ticket To See may also hire additional marketing personnel to access additional sales and distribution channels. This will be done by seeking new avenues to develop the brand and awareness, seeking a celebrity sponsor, growing our online advertising campaign, and outdoor billboard ads to drive traffic. OFF-BALANCE SHEET ARRANGEMENTS We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. 27 LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL There is no historical financial information about us on which to base an evaluation of our performance. We are a development stage company and have not generated revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in implementing our business plan, and possible cost overruns due to increases in the cost of services. To become profitable and competitive, we must implement our business plan and generate revenue. We are seeking funding from this offering to provide the capital required to implement the business plan. We believe that the funds from this offering will allow us to operate for one year. LIQUIDITY AND CAPITAL RESOURCES To meet our need for cash we are attempting to raise money from this offering. We cannot guarantee that we will be able to sell all the shares required. If we are successful any money raised will be applied to the items set forth in the Use of Proceeds section of this prospectus. Management estimates our cash balance will allow the company to operate for another 10 months at the current burn rate of $1,500 per month. Our plan of operation as outlined in this prospectus will be funded by the $20,000 raised through this offering, if we are successful in completing the offering. Our executive officer has verbally agreed to advance funds as needed for filing and professional fees until the offering is completed or failed. While he has agreed to advance the funds, the agreement is verbal and is unenforceable as a matter of law. If he does loan the company operating funds the terms of these loans are non-interest bearing with no specific terms of repayment other than they will not be repaid from the proceeds of the offering. If the Company has customers or revenue during our initial 12-month period, the business plan may change or be accelerated. There can, however, be no assurance that the Company will have either customers or revenue. We received our initial funding of $22,000 through the sale of common stock to Aidan Buckley, an officer and director, who purchased 5,500,000100,000 shares of ~~our common stock at $0.004 per share on October 5, 2012. From inception until the date~~Common Stock, which shares are being registered pursuant to this prospectus.

The balance sheets of this filing we have had no operating activities. Our financial statements from inception (June 6, 2012) through March 31, 2013 report no revenues and net losses of $9,861. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: BASIS OF PRESENTATION The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. USE OF ESTIMATES AND ASSUMPTIONS The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern. 28 CASH AND CASH EQUIVALENTS The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. FAIR VALUE OF FINANCIAL INSTRUMENTS ASC 825, "Disclosures about Fair Value of Financial Instruments", requires disclosure of fair value information about financial instruments. ASC 820, "Fair Value Measurements" defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to managementCell Source Ltd. as of December 31, 2012. The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include accounts payable, advances payable, accrued liabilities and notes payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value, or they are receivable or payable on demand. BASIC AND DILUTED LOSS PER SHARE The Company computes earnings (loss) per share in accordance with ASC 260-10-45 "Earnings per Share", which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal. INCOME TAXES We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, "Income Taxes." Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity's financial statements or tax returns. 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented. EXTENDED TRANSITION COMPLIANCE PERIOD UNDER THE JOBS ACT We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the Jumpstart Our Business (JOBS)Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. Consequently, our financial 29 statements may not be comparable to companies that comply with public company effective dates. RECENT ACCOUNTING PRONOUNCEMENTS The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position or cash flow. DIRECTOR, EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSON The name, age and title of our executive officer and director is as follows: Name and Address of Executive Officer and/or Director Age Position ----------------------- --- -------- Aidan Buckley 38 Chairman and CEO, President, 2620 Regatta Drive, Suite 102 Secretary, CFO, Treasurer and Las Vegas, NV 89128 Director The person named above is the only promoter of Ticket To See, as that term is defined in the rules and regulations promulgated under the Securities and Exchange Act of 1933. The person named above has served in his positions from inception (June 6, 2012) until present. TERM OF OFFICE A Director is appointed to hold office until the next annual meeting of our stockholders or until a successor is elected and qualified, or until resignation or removal in accordance with the provisions of the Company by-laws or Nevada corporate law. An Officer is appointed by our Board of Directors and holds office until removed by the Board. The Board of Directors has no nominating, auditing or compensation committees. SIGNIFICANT EMPLOYEES We currently have one employee, our executive officer, Aidan Buckley. He devotes 15% to our business and currently is responsible for our general strategy, fund raising and customer relations. Once revenues will support the expense we will hire additional staff. No officer or director of the Company has been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limiting him from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities. No officer or director of the Company has been convicted in any criminal proceeding (excluding traffic violations) nor are they the subject of any currently pending criminal proceeding. EXECUTIVE BIOGRAPHY AIDAN BUCKLEY, has been our President, CEO & Director since inception. From 2009 to current he has been employed by Foodequip Technology as Operational Marketing Manager, this is a full-time position (48 hours per week). From 2004-2009 he was employed by Cork Bar and Catering Equipment, Ltd. as Service Manager & Warehouse Manager. From 1997-2004 he was employed by Transistor Devices Europe, Ltd. as Warehouse Supervisor and Customer Service Agent. From 1996-1997 he was employed by Banta Global Turnkey, Ltd. as a Materials Coordinator. Mr. Buckley's education includes City & Guilds certificates in Data Processing, Computer Methods & Applications and Computer Systems & Services. Management believes that Mr. Buckley's education in computer applications and systems along with his management and customer service experience makes him well suited for his role with the company. 30 AUDIT COMMITTEE We do not currently have an audit committee or a committee performing similar functions. Our Board of Directors as a whole participates in the review of financial statements and disclosure. CODE OF ETHICS We have not adopted a code of ethics that applies to our officer, director and employee. When we do adopt a code of ethics, we will disclose it in a Current Report on Form 8-K. EXECUTIVE COMPENSATION MANAGEMENT COMPENSATION Currently our officer and director receives no compensation for his services during the development stage of our business operations. He is reimbursed for any out-of-pocket expenses he may incur on our behalf. In the future once revenue is being generated, we may approve payment of salaries for our officer and director, but currently, no such plans have been approved. If a salary is approved for Mr. Buckley when revenues support the expense it would be $60,000 (US) per year. No officer or director salaries will be paid from the proceeds of this offering. We do not have any employment agreements in place with our officer and director. We also do not currently have any benefits, such as health or life insurance, available to our employee.

On October 5, 2012, a total of 5,500,000 shares of common stock were issued to Aidan Buckley in exchange for cash in the amount of $22,000 or $0.004 per share. There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the Company or any of its subsidiaries, if any. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of the date of this prospectus by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.

---------- (1) A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding as of the date of this prospectus. As of the date of this prospectus, there were 5,500,000 shares of our common stock issued and outstanding. 32 FUTURE SALES BY EXISTING STOCKHOLDERS A total of 5,500,000 shares have been issued to the existing stockholder, all of which are held by an officer/director and are restricted securities, as that term is defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Act. Under Rule 144, such shares can be publicly sold, subject to volume restrictions and certain restrictions on the manner of sale, commencing six months after their acquisition. Rule 144(i)(1) states that the Rule 144 safe harbor is not available for the resale of securities "initially issued" by a shell company (other than a business combination related shell company) or an issuer that has "at any time previously" been a shell company (other than a business combination related shell company). Consequently, the Rule 144 safe harbor is not available for the resale of such securities unless and until all of the conditions in Rule 144(i)(2) are satisfied at the time of the proposed sale. Any sale of shares held by the existing stockholder (after applicable restrictions expire) and/or the sale of shares purchased in this offering (which would be immediately resalable after the offering), may have a depressive effect on the price of our common stock in any market that may develop, of which there can be no assurance. Our principal shareholder does not have any plans to sell his shares at any time after this offering is complete. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS On October 5, 2012, the Company issued a total of 5,500,000 shares of common stock to Aidan Buckley for cash at $0.004 per share for a total of $22,000. As of December 31, 2012 there was $1,099 owes to Mr. Buckley. The loan is non-interest bearing, unsecured and due upon demand. We do not currently have any conflicts of interest by or among our current officer, director, key employee or advisors. We have not yet formulated a policy for handling conflicts of interest; however, we intend to do so upon completion of this offering and, in any event, prior to hiring any additional employees. DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the By-Laws of the Company, 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 Act, and is, therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or other control person 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 to a court of appropriate jurisdiction the question whether such indemnification by it, is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. AVAILABLE INFORMATION We have filed a registration statement on Form S-1, of which this prospectus is a part, with the U.S. Securities and Exchange Commission. Upon completion of the registration, we will be subject to the informational requirements of the Exchange Act and, in accordance therewith, will file all requisite reports, such as Forms 10-K, 10-Q and 8-K, proxy statements, under Sec.14 of the Exchange Act, 33 and other information with the Commission. Such reports, proxy statements, this registration statement and other information, may be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street NE, Washington, D.C. 20549. Copies of all materials may be obtained from the Public Reference Section of the Commission's Washington, D.C. office at prescribed rates. You may obtain information regarding the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Commission also maintains a Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission at http://www.sec.gov FINANCIAL STATEMENTS The financial statements of Ticket To See for the year ended December 31, 2012 and related notes, included in this prospectus have been audited by Paritz & Company, P.A, and have been so included in reliance upon the opinion of such accountants given upon their authority as an expert in auditing and accounting. The financial statements of Ticket To See for the three months ended March 31, 2013 and related notes, included in this prospectus have been reviewed by Paritz & Company, P.A. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE We have had no changes in or disagreements with our accountants. 34 Paritz & Company, P.A 15 Warren Street, Suite 25 Hackensack, New Jersey 07601 Certified Public Accountants (201) 342-7753 Fax: (201) 342-7598 E-Mail: PARITZ@paritz.com REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors Ticket to See, Inc. We have audited the accompanying balance sheet of Ticket to See, Inc. as of December 31, 2012 and the related statements of operations, ~~stockholders' equity~~changes in stockholders’ deficiency, and cash flows included in this registration statement on Form S-1 have been so included in reliance on the report of Marcum LLP, an independent registered public accounting firm, given upon their authority as experts in accounting and auditing.

We have filed with the Securities and Exchange Commission a registration statement on Form S-1, together with any amendments and related exhibits, under the Securities Act, with respect to our shares of Common Stock offered by this prospectus. The registration statement contains additional information about us and our shares of Common Stock that the Selling Stockholders are offering in this prospectus.

We file annual, quarterly and current reports and other information with the Securities and Exchange Commission under the Securities Exchange Act. Our Securities and Exchange Commission filings are available to the public over the Internet at the Securities and Exchange Commission’s website at http://www.sec.gov. Access to these electronic filings is available as soon as practicable after filing with the Securities and Exchange Commission. You may also read and copy any document we file at the Securities and Exchange Commission’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the public reference rooms and their copy charges.

We have audited the accompanying balance sheets of Cell Source Limited (the “Company”) as of December 31, 2013 and 2012 and the statements of operations, stockholders’ deficit and cash flows for the ~~period June 6, 2012 (Inception) to~~years ended December 31, 2013 and 2012. These financial statements are the responsibility of the ~~Company's~~Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our ~~audit~~audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about 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~~Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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~~audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cell Source Limited, as of December 31, 2013 and 2012, and the results of its operations and its cash flows for the years ended December 31, 2013 and 2012 in conformity 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 52 to the financial statements, the Company has ~~not generated any revenues since inception, has~~had recurring losses, and ~~an accumulated deficit.~~has a working capital and stockholders' deficit as of December 31, 2013 and 2012. These ~~factors, among others,~~conditions raise substantial doubt about the ~~Company's~~Company’s ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might ~~be necessary if~~result from the outcome of this uncertainty.

The accompanying notes are an integral part of these financial statements.

Cell Source Limited ("the Company") was incorporated on September 15, 2011 under the General Corporation Law of Israel to engage in the research and development of cell therapy treatments and a new source of human organs based on research performed at the Weizman Institute of Science in Israel. The Company’s operations and corporate headquarters are located in Israel.

The Company has not generated any revenues since its inception, has recurring net losses, and a working capital deficit as of December 31, 2013 and 2012 of approximately $761,000 and $183,200, respectively, and used cash in operations of approximately $894,000 and $1,535,000 for the years ended December 31, 2013 and 2012, respectively. In addition, the Company ~~is unable~~has an accumulated deficit from inception of approximately $3,941,000. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. ~~In our opinion,~~

The financial statements have been prepared on the going concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of operations. The ability of the Company to continue its operations is dependent on management’s plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company may need to incur additional liabilities with certain related parties to sustain the Company’s existence. If the Company were not to continue as a going concern, it would likely not be able to realize on its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the financial statements.

There can be no assurances that the Company will be successful in generating additional cash from equity or other sources to be used for operations. The financial statements ~~referred~~do not include any adjustments relating to ~~above present fairly,~~the recoverability of assets and classification of assets and liabilities that might be necessary. Should the Company not be successful in obtaining the necessary financing to fund its operations, the Company would need to curtail certain or all ~~material respects,~~operational activities and/or contemplate the ~~financial position~~sale of its assets if necessary.

On June 30, 2014, Ticket to See, Inc. (“TTSE”) entered into an Acquisition and Share Exchange Agreement with the Company. Upon the terms and subject to the conditions of the agreement, at the effective date of the share exchange, the Company was merged with and into TSTE, with TSTE continuing as the surviving corporation.

At the closing date, TSTE acquired 100% of ~~December 31, 2012,~~the issued and outstanding shares of the ~~results~~Company. At the effective date of ~~its operations~~the share exchange, each share of the Company's common stock was cancelled and ~~cash flows~~converted automatically into the right to receive common shares of TSTE for an aggregate of 18,245,923 shares common shares of Cell Source Limited, which constituted 78.5% of the ~~period June 6, 2012 (Inception)~~post-acquisition outstanding shares of TSTE’s stock at the end of the share exchange. TSTE’s existing shareholders retained a total of 5,000,000 shares of TSTE’s stock, which constituted 21.5% of the post-acquisition outstanding shares of TSTE. Post-acquisition and after share exchange, there was a total of 23,245,923 issued and outstanding shares of TSTE stock, which was recorded as a recapitalization of TSTE.

For accounting purposes, the transaction described above will be treated as a recapitalization of the Company, the accounting acquirer, because the Company shareholders own the majority of TSTE’s outstanding common stock following the transaction and exercise significant influence over the operating and financial policies of the consolidated entity. TSTE was a non-operating company prior to ~~December~~the share exchange. Pursuant to Securities and Exchange Commission rules, the merger or acquisition of a private operating company into a non-operating public company with nominal net assets is considered a capital transaction in substance, rather than a business combination.

The preparation of the financial statements in conformity with ~~accepted~~ accounting principles generally accepted in the United States of America. /s/ Paritz & Company, P.A. ----------------------------------------- Hackensack, New Jersey February 26, 2013 F-1 TICKET TO SEE INC. (A Development Stage Company) Balance Sheet December 31, 2012 ----------------- ASSETS CURRENT ASSETS Cash and Cash Equivalents $ 22,052 -------- TOTAL CURRENT ASSETS $ 22,052 ======== LIABILITIES AND STOCKHOLDERS DEFICIENCY Current Liabilities Note payable - Related party $ 1,099 Accrued liability 4,000 -------- Total current liabilities 5,099 -------- SHAREHOLDERS' EQUITY Common Stock - $0.001 par value; 75,000,000 shares authorized; 5,500 5,500,000 shares issued and outstanding at December 31, 2012 Additional paid-in-capital 16,500 Deficit accumulated during development stage (5,047) -------- TOTAL STOCKHOLDERS' EQUITY 16,953 -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 22,052 ======== See accompanying notes to financial statements F-2 TICKET TO SEE INC. (A Development Stage Company) Statement of Operations From Inception (June 6, 2012) to December 31, 2012 December 31, 2012 ----------------- REVENUES $ -- COST OF SALES -- ---------- Gross Margin -- ---------- OPERATING EXPENSES General & administrative expenses 1,047 Professional Fees 4,000 ---------- TOTAL OPERATING EXPENSES 5,047 OTHER INCOME -- (LOSS) BEFORE INCOME TAX EXPENSE (5,047) ---------- Income tax expense -- ---------- Net (loss) $ (5,047) ========== Basic and diluted net loss per share $ (0.00) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 2,300,481 See accompanying notes to financial statements F-3 ~~TICKET TO SEE INC. (A Development Stage Company) Statements of Stockholder's Equity~~

~~See accompanying notes to financial statements F-4~~ TICKET TO SEE INC. (A Development Stage Company) Statements of Cash Flows From Inception (June 6, 2012) to December 31, 2012 Year ended December 31, 2012 ----------------- CASH FLOWS FROM OPERATIING ACTIVITIES: Net (Loss) $ (5,047) Adjustments to reconcile net loss to net cash used in operating activities Changes in operating assets and liabilities Increase (decrease) in accrued liabilities 4,000 -------- NET CASH USED IN OPERATING ACTIVITIES (1,047) -------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from sale of common stock 22,000 Proceeds of loan from related party 1,099 -------- NET CASH PROVIDED BY FINANCING ACTIVITIES 23,099 -------- NET INCREASE IN CASH AND CASH EQUIVALENTS 22,052 -------- CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD -- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 22,052 ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the year for: Interest $ -- -------- Income Taxes $ -- -------- See accompanying notes to financial statements F-5 TICKET TO SEE INC. (A Development Stage Company) Notes to the Financial Statements December 31, 2012 NOTE 1. OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Business Ticket To See Inc. ("the Company") was incorporated under the laws of the State of Nevada on June 6, 2012. The Company is in the development stage and it intends to be an online ticket broker. The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. For the period from inception, June 6, 2012 through December 31, 2012 the Company has accumulated losses of $5,047. Summary of significant accounting policies: Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America ~~and are presented in US dollars. Use of Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles~~ requires management to make estimates and assumptions that affect the reported amounts of assets, ~~and~~ liabilities and ~~disclosure~~disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of ~~revenues and~~ expenses during the reporting period.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The most significant estimates, among other things, are used in accounting for valuation allowances for deferred income taxes, contingencies, as well as the recording and presentation of convertible notes and the embedded conversion feature and common stock and related warrants issuances. Estimates and assumptions are periodically reviewed and the effects of any material revisions are reflected in the financial statements in the period that they are determined to be necessary. Actual results could differ from those ~~estimates. Due to the limited level of operations, the Company has not had to make material assumptions or~~ estimates ~~other than the assumption that the Company is a going concern.~~ and assumptions.

The Company considers all ~~highly liquid investments~~highly-liquid instruments with an original maturity of three months or less when purchased to be cash equivalents. Fair Value of Financial Instruments ASC 825, "Disclosures about Fair Value of Financial Instruments", requires disclosure of fair value information about financial instruments. ASC 820, "Fair Value Measurements" defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management asAs of December 31, ~~2012. The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include~~2013 and 2012, the Company did not have any cash accrued liabilities and notes payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value. F-6 TICKET TO SEE INC. (A Development Stage Company) Notes to the Financial Statements December 31, 2012 NOTE 1. OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (con't) Basic and Diluted Loss Per Share equivalents.

The Company computes earnings (loss) per share in accordance with ASC 260-10-45 "Earnings per Share", which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal. Income Taxes We useaccounts for income taxes using the asset and liability ~~method of accounting for income taxes in accordance with ASC Topic 740, "Income Taxes." Under this method, income~~method. Accordingly, deferred tax ~~expense is~~assets and liabilities are recognized for the ~~amount of: (i) taxes payable or refundable for the current year and (ii) deferred~~future tax consequences attributable to differences between financial statement carrying amounts of ~~temporary differences resulting from matters that have been recognized in an entity's financial statements or~~existing assets and liabilities and their respective tax ~~returns.~~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. The effect on deferred tax assets and liabilities of a change in the tax ~~rates~~rate is recognized in ~~the results of operations~~income or expense in the period that ~~includes~~ the ~~enactment date.~~change is effective. Income tax benefits are recognized when it is probable that the deduction will be sustained. A valuation allowance is ~~provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence,~~established when it is more likely than not that all or a portion of a deferred tax asset will either expire before the Company is able to realize the benefit, or that future deductibility is uncertain.

Research and development costs are expensed as they are incurred and consist of salaries, stock-based compensation benefits and other personnel related costs, fees paid to consultants, clinical trials and related clinical manufacturing costs, license and milestone fees, and facilities and overhead costs. For the years ended December 31, 2013 and 2012 the Company has recorded a charge of research and development of approximately $1,135,500 and $1,219,500, respectively.

Basic loss per share was computed using the weighted average number of outstanding common shares. Diluted loss per share includes the effect of dilutive common stock equivalents from the assumed exercise of warrants and convertible debt. Common stock equivalents would be excluded from the computation of diluted loss per share since their inclusion would be anti-dilutive. Total shares issuable upon the exercise of warrants and convertible debt as of December 31, 2013 and 2012, were comprised as follows:

For the year ended December 31, 2013, 2,043,835 warrants were included in loss per share because their exercise price was determined to be nominal.

Financial instruments consist of cash, accounts payable, accrued expenses, convertible debt and derivative liabilities. The Company determines the estimated fair value of such financial instruments presented in these financial statements using available market information and appropriate methodologies. These financial instruments are stated at their respective historical carrying amounts, which approximate fair value due to their short term nature, except derivative instruments which are marked to market at the end of each reporting period.

In connection with the issuance of convertible notes, the terms of the convertible notes included an embedded conversion feature; which provided for a conversion of the convertible notes into shares of common stock at a rate which was determined to be variable. In addition, the Company granted warrants to investors whereby the exercise prices contained price protection reset provisions. The Company determined that the conversion feature and exercise prices were derivative instruments pursuant to ASC 815 “Derivatives and Hedging”.

The accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option and warrants at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification.

The fair value of an embedded conversion option that is convertible into at variable amount of shares and warrants that include price protection reset provision features are deemed to be a “down-round protection” and, therefore, do not meet the scope exception for treatment as a derivative under ASC 815, since “down-round protection” is not an input into the calculation of the fair value of the conversion option and warrants and cannot be considered “indexed to the Company’s own stock” which is a requirement for the scope exception as outlined under ASC 815.

The Company determined the fair value of the Binomial Lattice Model and the Black-Scholes Method to be materially the same. The Black-Scholes option valuation model is used to estimate the fair value of the warrants granted. The model includes subjective input assumptions that can materially affect the fair value estimates. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants or options granted.

The New Israeli Shekel is the functional currency of the Company. Assets and liabilities are translated based on the exchange rates at the balance sheet date, while revenue and expense accounts are translated at the average exchange rates prevailing during the year. Equity accounts are translated at historical exchange rates. The resulting translation gain and loss adjustments are accumulated as a component of other comprehensive income.

Foreign currency gains and losses resulting from transactions denominated in foreign currencies, including intercompany transactions, are included in results of operations.

Translation gains and losses were immaterial for the years ended December 31, 2013 and 2012. The Company recorded approximately $21,000 and $64,000 of transaction losses for the years ended December 31, 2013 and 2012 which have been included in general and administrative expenses, respectively.

The Company reports comprehensive income (loss) and its components in its financial statements. Comprehensive income (loss) consists of net loss and foreign currency translation adjustments affecting stockholders’ deficit that, under U.S. GAAP, are excluded from net loss. The differences between net loss as reported and comprehensive income (loss) have historically been immaterial.

On November 11, 2013, the Company’s Board approved a 32-for-1 forward stock split of its common stock, which was approved at a meeting of stockholders held on November 11, 2013. Each share of common stock outstanding immediately prior to the approval date was combined, reclassified and changed into thirty two of fully paid and non-assessable shares of common stock. All common share and common per share information in these financial statements and accompanying notes have been retroactively adjusted to reflect the forward stock split for all periods presented. Simultaneous with the forward stock split the Company increased its authorized shares from 3,800,000 shares to 50,000,000 shares.

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation.” This ASU removes the definition of a development stage entity from the ASC, thereby removing the financial reporting distinction between development stage entities and other reporting entities from GAAP. In addition, the ASU eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of operations, cash flows, and shareholders’ deficit, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. Early adoption is permitted. The Company has elected to adopt this ASU effective with these Annual Financial Statements and its adoption resulted in the removal of all development stage disclosures.

The Company has implemented all new accounting standards that are in effect and may impact its financial statements and does not believe that there are any other new accounting standards that have been issued that might have a material impact on its financial position or results of operations.

The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would require adjustment or disclosure in the financial statements other than as disclosed in Note 14.

The Company determines the estimated fair value of amounts presented in these financial statements using available market information and appropriate methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. The estimates presented in the financial statements are not necessarily indicative of the amounts that could be realized in a current exchange between buyer and seller. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. These fair value estimates were based upon pertinent information available as of December 31, 2013 and 2012 and, as of those dates, the carrying value of all amounts approximates fair value.

The Company has categorized its assets and liabilities at fair value based upon the following fair value hierarchy:

Level 1 - Inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

Level 2 - Inputs use other inputs that are observable, either directly or indirectly. These inputs include quoted prices for similar assets and liabilities in active markets as well as other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 - Inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability.

In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair measurements requires judgment and considers factors specific to each asset or liability.

Both observable and unobservable inputs may be used to determine the fair value of positions that are classified within the Level 3 category. As a result, the unrealized gains and losses for assets within the Level 3 category presented in the tables below may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in historical company data) inputs.

The following table summarizes the valuation of the Company’s investment by the above fair value hierarchy levels as of December 31, 2013 and 2012 using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3):

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The Company’s Level 3 liabilities consist of derivative liabilities associated with the convertible debt that contains an indeterminable conversion share price and the tainted warrants as the Company cannot determine if it will have sufficient authorized common stock to settle such arrangements.

Assumptions utilized in the development of Level 3 liabilities as of and during the year ended December 31, 2013 are described as follows.

The expected stock price volatility for the Company’s stock options was determined by the historical volatilities for industry peers and used an average of those volatilities. Risk free interest rates were obtained from U.S. Treasury rates for the applicable periods. The expected life was the contractual life.

The following table provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets measured at fair value on a recurring basis using Level III unobservable inputs during the years ended December 31, 2012 and 2013.

The Company’s significant financial instruments such as cash, accounts payable and accrued expenses and convertible notes payable were deemed to be Level 1 as they approximate fair value due to their short term nature.

During the years ended December 31, 2013 and 2012, the Company has issued convertible notes in the amount of $210,000 and $300,000, respectively. The convertible notes accrue interest at annual interest rates of 6% and mature within six months of original note issuance dates of December 5, 2012, March 5, 2013 and March 24, 2013 respectively and may be prepaid without penalty at any time.

The Convertible Notes are also convertible at any time at the option of the holder into shares of the Company’s common stock at a conversion price ranging from 4% to 8% of the total shares of common stock on a fully diluted basis. Therefore, since this embedded conversion feature provides for the settlement of this convertible note with shares of common stock at a rate which is variable in nature, this embedded conversion feature must be classified and accounted for as a derivative financial instrument.

The fair value of the embedded conversion feature aggregated to approximately $315,200 and $51,800 for the years ended December 31, 2013 and 2012, respectively, which has been recorded as a debt discount. The debt discount will be amortized over the earlier of (i) the term of the debt or (ii) conversion of the debt, using the straight-line method which approximates the interest method. The amortization of debt discount included as a component of interest expense in the statements of operations for the years ended December 31, 2013 and 2012 was approximately $358,370 and $8,600, respectively.

On November 11, 2013, the Company issued 2,699,880 common shares for settlement of approximately $511,200 of convertible notes which was 770,283 shares in excess of the contractual amount in the conversion provision. The fair value of the shares issued by the Company in excess was $309,890. Accordingly, the Company recorded a charge of this amount to interest expense. (see Note 10). For the year ended December 31, 2013, the note holders forgave approximately $15,300 of interest expense for no consideration and the Company recorded the charge to interest expense as a contribution to equity.

On October 3, 2011, the Company entered into a definitive license agreement and an exclusive option agreement to negotiate a commercial license with Yeda Research and Development Company Ltd. (“Yeda”), a founder and shareholder of the Company. Yeda is the technology transfer and commercial arm of the Weizmann Institute of Science, for research conducted at the Weitzman Institute of Science for an invention comprising methods of bone marrow transplantation and cell therapy utilizing Veto cells. The option to negotiate originally expired on June 20, 2014 and was extended to September 1, 2014.

Under the terms of the agreement, Yeda granted the Company an exclusive worldwide license under the licensed information and the patents for the development, manufacture and sale of the products. In consideration for the grant of the license, the Company has paid and will pay Yeda: (1) on the date of signature of the agreement $210,000; (2) an annual license fee for 3 years in the amount of $800,000 for the period until October 3, 2014; (3) A non-refundable and non-creditable license fee of $50,000 per year during the terms of the agreement, commencing on the first day after the date of termination or expiry of the research period; (4) a royalty of 4% of net future sales by or on behalf of the Company or any sub licensees.

If the Company fails to achieve any of the milestones by the dates set forth in the agreement, Yeda is entitled to terminate the license upon written notice to the Company. Either Yeda or the Company may terminate the agreement and the license after the commitment of a material breach by the other party and in certain other instances as detailed in the agreement.

For the years ended December 31, 2013 and 2012, the Company has recorded a charge to operations of approximately $784,000 and $796,000, respectively, for this consulting arrangement as a component of research and development expense. As of December 31, 2013, approximately $441,700 has been accrued and is payable.

During the year ended December 31, 2013, the officers and founders of the Company contributed approximately $77,000 of services for no consideration.

As of December 31, 2013 the Company is authorized to issue up to 50,000,000 shares of common stock with $0.001 par value. The ordinary shares confer upon their holders the right to participate and vote in general stockholders’ meetings of the Company and to share in the distribution of dividends, if any, declared by the Company.

During the year ended December 31, 2012, the Company entered into an investment agreement with a group of investors. Pursuant to the agreement, the Company issued 2,250,000 shares in exchange for $810,000 of cash proceeds.

During the year ended December 31, 2013, the Company entered into an investment agreement with a group of investors. Pursuant to the agreement, the investors contributed to the Company the amount of $551,497 in exchange for 735,327 of common shares. Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share.

The warrants carried provisions that were deemed to be “down round” price protection features. The Company reclassified approximately $231,200 for the fair value of the warrants to derivative liabilities which will be marked to market at each reporting period.

Pursuant to an agreement, on November 11, 2013, certain founders returned to the Company 2,043,835 shares of common stock in exchange for 2,043,835 of warrants. The warrants have an exercise price of $0.001 per share and have a life of 7 years. In addition, the warrants have a cashless exercise provision and were fully vested on the date of the grant. The Company determined that the exchange was a modification of a previously granted equity instrument whereby a gain or loss is calculated as the incremental difference between the fair value of the warrants and the fair value of the shares of common stock returned. The fair value of the warrants was determined using the Black-Scholes fair value model. Since the fair value of the warrants was less than the common stock returned, no incremental charge was required to be recorded for the year ended December 31, 2013. Subsequent to the returning of the shares to the Company retired such shares.

The income tax provision (benefit) for the years ended December 31, 2013 and 2012 consists of the following:

The reconciliation between the Israeli income tax rate and the Company’s effective rate for the years ended December 31, 2013 and 2012 is as follows:

As of December 31, 2013 and 2012, the Company’s deferred tax assets consisted of the effects of temporary differences attributable to the following:

As of December 31, 2013 and 2012, the Company had approximately $2,717,000 and $934,000, respectively, of net operating loss (“NOL”) carryovers available to offset future taxable income. Utilized losses may be carried over indefinitely.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realization of deferred tax assets, management considers, whether it is “more likely than not”, that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.

ASC ~~Topic 740.10.30~~740, “Income Taxes” requires that a valuation allowance be established when it is “more likely than not” that all, or a portion of, deferred tax assets will not be realized. A review of all available positive and negative evidence needs to be considered, including the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. After consideration of all the information available, management believes that uncertainty exists with respect to future realization of its deferred tax assets and has, therefore, established a full valuation allowance as of December 31, 2013 and 2012. As of December 31, 2013 and December 31, 2012, the change in valuation allowance was $445,913 and $233,418 respectively.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an ~~enterprise's~~enterprise’s financial statements and prescribes a recognition threshold and measurement ~~attribute~~process for ~~the~~ financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC ~~Topic 740.10.40~~740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. ~~We have~~The Company is required to file income tax returns in Israel. Based on the Company’s evaluation, it has been concluded that there are no material uncertain tax positions requiring recognition in the Company’s financial statements for ~~any~~the years ended December 31, 2013 and 2012.

The Company’s policy for recording interest and penalties associated with unrecognized tax benefits is to record such interest and penalties as interest expense and as a component of selling, general and administrative expense, respectively. There were no amounts accrued for interest or penalties for the ~~reporting periods presented. Recent Accounting Pronouncements The Company~~years ended December 31, 2013 and 2012. Management does not expect any material changes in its unrecognized tax benefits in the ~~adoption of recently issued accounting pronouncements~~next year. The Company also files tax returns in Israel and is subject to ~~have a significant impact on~~examination by tax authorities beginning with the Company's results of operations, financial position or cash flow. NOTE 2. CAPITAL STOCK The total number of common shares authorized that may be issued by the Company is 75,000,000 shares with a par value of $0.001 per share. During the periodyear ended December 31, ~~2012,~~2011.

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, ~~issued 5,500,000 shares~~but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of ~~common stock~~judgment.

In assessing loss contingencies related to ~~the Company's sole director and officer for total cash proceeds of $22,000. At December 31, 2012, there were no outstanding stock options or warrants. F-7~~ TICKET TO SEE INC. (A Development Stage Company) Notes to the Financial Statements December 31, 2012 NOTE 3. LOAN PAYABLE - RELATED PARTY During the period ended December 31, 2012 Mr. Aidan Buckley, our Director and President paid $1,099 in incorporation and start-up costs forlegal proceedings that are pending against the Company, ~~which is being carried as a loan payable. The loan is non-interest bearing, unsecured and due upon demand. NOTE 4. INCOME TAXES As of December 31, 2012~~or unasserted claims that may result in such proceedings, the Company ~~had net operating loss carry forwards~~evaluates the perceived merits of ~~approximately $5,047 that may be available to reduce future years' taxable income through 2027. Future tax benefits which may arise~~any legal proceedings or unasserted claims, as ~~a result of these losses have not been recognized in these financial statements,~~well as ~~their realization is determined not likely to occur and accordingly,~~ the ~~Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. The components~~perceived merits of the ~~deferred tax asset,~~amount of relief sought or expected to be sought therein.

If the ~~statutory tax rate, the effective tax rate~~assessment of a contingency indicates that it is probable that a material loss has been incurred and the ~~elected~~ amount of the valuation allowance are indicated below: From June 6, 2012 (Inception) to December 31, 2012 ----------------- Net Operating Loss $ 5,047 Statutory Tax Rate 34% Deferred Tax Asset $ 1,716 Valuation Allowance $(1,716) ------- Net Deferred Tax Asset $ -- ======= NOTE 5. GOING CONCERN The Company's financial statements are prepared on a going concern basis, which contemplatesliability can be estimated, then the ~~realization of assets and the satisfaction of obligations~~estimated liability would be accrued in the ~~normal course~~Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of ~~business. However,~~ the ~~Company has not generated any revenue to date, has losses~~contingent liability and an ~~accumulated deficit. The Company does not currently have any revenue generating operations. These conditions raise substantial doubt about the ability~~estimate of the ~~Company to continue as a going concern. In view~~range of ~~these matters, continuation as a going concern is dependent upon continued operations of~~possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed, unless they involve guarantees, in which case the Company, which in turn is dependent upon the Company's ability to, meets its financial requirements, raise additional capital, and the success of its future operations. The financial statements do not include any adjustments to the amount and classification of assets and liabilities that mayguarantees would be necessary should the Company not continue as a going concern. Management plans to fund operations of the Company through the proceeds of their recent offering or private placements of restricted securities or the issuance of stock in lieu of cash for payment of services until such a time as profitable operations are achieved.disclosed. There ~~are no written agreements in place for such funding or issuance of securities and there~~ can be no assurance that such matters will ~~be available in~~not materially and adversely affect the ~~future. Management believes that this plan provides an opportunity for the Company to continue as a going concern. F-8~~ TICKET TO SEE INC. (A Development Stage Company) Notes to the Financial Statements December 31, 2012 NOTE 6. RELATED PARTY TRANSACTIONS The Company neither owns nor leases any realCompany’s business, financial position, and results of operations or personal property. Mr. Aidan Buckley, sole officer and director of the Company, will provide the Company with use of office space and services free of charge. The Company's sole officer and director is involved in other business activities and may in the future, become involved in other business opportunities as they become available.cash flows. As of December 31, 2013 and 2012, ~~there~~the Company has not accrued any amounts for contingencies.

Financial instruments that subject the Company to credit risk consist principally of cash deposits at financial institutions in Israel. These amounts are uninsured, however, Company believes that credit risk is limited because the Company routinely assesses the financial strength these institutions. As of December 31, 2013 and 2012, the Company has not experienced any losses and believes it is not exposed to any significant credit risk from cash.

Assets held for employees’ severance payments represent contributions to insurance policies that are recorded at their current redemption value. The deposited funds include profits and losses accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to Israel’s Severance Pay Law or labor agreements.

Under Israeli law and labor agreements the Company is required to pay severance payments to each employee who was ~~$1,099 owed~~employed by the Company for over one year and has been terminated by the Company or resigned under certain specified circumstances. The Company’s liability for the severance payments is partially covered by deposits with insurance companies in the name of the employee. As of December 31, 2013 and 2012, the Company has accrued $0 and $8,225 for severance pay which has been included in accounts payable and accrued expenses

On January 29, 2014, the Company entered into an investment agreement with a group of investors. Pursuant to ~~Mr. Buckley.~~the agreement, the investors contributed to the Company the amount of $245,000 in exchange for 326,667 common shares. Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share. The ~~loan is non-interest bearing, unsecured and due upon demand. NOTE 7. SUBSEQUENT EVENTS~~warrants were fully vested on the date of the grant. The warrants carried provisions that were deemed to be down round price protection features. The Company ~~has evaluated events subsequent~~reclassified $119,100 for the fair value of the warrants to ~~December~~derivative liabilities and will be marked to market for each reporting period.

On January 31, ~~2012~~2014, the Company entered into an investment agreement with a group of investors. Pursuant to ~~assess~~ the ~~need~~agreement, the investors contributed to the Company the amount of $56,250 in exchange for ~~potential recognition or disclosure in this report. Such events~~75,000 common shares. Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share. The warrants were ~~evaluated through~~fully vested on the date ~~these financial statements~~of the grant. The warrants carried provisions that were ~~available~~deemed to be ~~issued. Based upon this evaluation, it~~down round price protection features. The Company reclassified $27,300 for the fair value of the warrants to derivative liabilities and will be marked to market for each reporting period.

On February 3, 2014, the Company entered into an investment agreement with a group of investors. Pursuant to the agreement, the investors contributed to the Company the amount of $62,500 in exchange for 83,333 common shares. Each unit was ~~determined~~sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share. The warrants were fully vested on the date of the grant. The warrants carried provisions that ~~no subsequent events occurred that require recognition or disclosure in~~were deemed to be down round price protection features. The Company reclassified $30,400 for the ~~financial statements. F-9~~ ~~TICKET TO SEE INC. (A Development Stage Company) Balance Sheet (Unaudited)~~ fair value of the warrants to derivative liabilities and will be marked to market for eachreporting period.

On February 4, 2014, the Company entered into an investment agreement with a group of investors. Pursuant to the agreement, the investors contributed to the Company the amount of $63,000 in exchange for 84,000 common shares. Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share. The warrants were fully vested on the date of the grant. The warrants carried provisions that were deemed to be down round price protection features. The Company reclassified $30,600 for the fair value of the warrants to derivative liabilities and will be marked to market for each reporting period.

On February 6, 2014, the Company entered into an investment agreement with an investor. Pursuant to the agreement, the investor contributed to the Company the amount of $75,000 in exchange for 100,000 common shares. Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share. The warrants were fully vested on the date of the grant. The warrants carried provisions that were deemed to be down round price protection features. The Company reclassified $36,500 for the fair value of the warrants to derivative liabilities and will be marked to market for each reporting period.

On February 7, 2014, the Company entered into an investment agreement with an investor. Pursuant to the agreement, the investor contributed to the Company the amount of $52,500 in exchange for 70,000 common shares. Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share. The warrants were fully vested on the date of the grant. The warrants carried provisions that were deemed to be down round price protection features. The Company reclassified $19,100 for the fair value of the warrants to derivative liabilities and will be marked to market for each reporting period.

On February 27, 2014, the Company entered into an investment agreement with an investor. Pursuant to the agreement, the investor contributed to the Company the amount of $50,000 in exchange for 66,667 common shares. Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share. The warrants were fully vested on the date of the grant. The warrants carried provisions that were deemed to be down round price protection features. The Company reclassified $30,800 for the fair value of the warrants to derivative liabilities and will be marked to market for each reporting period.

On March 6, 2014, the Company entered into an investment agreement with a group of investors. Pursuant to the agreement, the investors contributed to the Company the amount of $1,643,496 in exchange for 2,191,328 common shares. Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share and were fully vested on the date of the grant. The warrants carried provisions that were deemed to be down round price protection features. The Company reclassified $804,000 for the fair value of the warrants to derivative liabilities and will be marked to market for each reporting period.

On April 2, 2014, the Company entered into an investment agreement with a group of investors. Pursuant to the agreement, the investors contributed to the Company the amount of $182,100 in exchange for 242,800 common shares. Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share and were fully vested on the date of the grant. The warrants carried provisions that were deemed to be down round price protection features.

On April 3, 2014, the Company entered into an investment agreement with two investors. Pursuant to the agreement, the investors contributed to the Company the amount of $55,000 in exchange for 73,333 common shares. Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share. The warrants carried provisions that were deemed to be down round price protection features.

On April 4, 2014, the Company entered into an investment agreement with two investors. Pursuant to the agreement, the investors contributed to the Company the amount of $317,900 in exchange for 423,867 common shares. Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share and were fully vested on the date of the grant.. The warrants carried provisions that were deemed to be down round price protection features.

On April 7, 2014, the Company entered into an investment agreement with a group of investors. Pursuant to the agreement, the investors contributed to the Company the amount of $265,250 in exchange for 353,666 common shares. Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share and were fully vested on the date of the grant. The warrants carried provisions that were deemed to be down round price protection features.

See accompanying notes to financial ~~statements F-10~~ ~~TICKET TO SEE INC. (A Development Stage Company) Statement of Operations (Unaudited)~~ statements.

See accompanying notes to condensed financial ~~statements F-11~~ ~~TICKET TO SEE INC. (A Development Stage Company) Statements of Cash Flows (Unaudited)~~ statements.

See accompanying notes to condensed financial ~~statements F-12~~ ~~TICKET TO SEE INC. (A Development Stage Company) Notes~~statements.

Cell Source Limited ("the ~~Financial Statements March 31, 2013 NOTE 1. BASIS OF PRESENTATION~~ Company") was incorporated on September 15, 2011 under the General Corporation Law of Israel to engage in the research and development of cell therapy treatments and a new source of human organs based on research performed at the Weizman Institute of Science in Israel. The Company’s operations and corporate headquarters are located in Israel.

The accompanying unaudited ~~interim~~condensed financial statements of ~~Ticket To See Inc. (the "Company"),~~the Company have been prepared in accordance with generally accepted accounting principles ~~generally accepted in the United States of America and Article 10 of Regulation S-X of the Securities and Exchange Commission.~~for interim financial information. Accordingly, they do not ~~contain~~include all of the information and footnotes required by generally accepted accounting principles ~~generally accepted in the United States of America~~ for ~~annual~~complete financial statements. ~~These statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Registration Statement on Form S-1 filed with SEC.~~ In the opinion of management, all adjustments ~~consisting~~(consisting of normal recurring ~~adjustments,~~accruals) considered necessary for a fair presentation ~~of financial position and the~~have been included. The results of operations for the ~~interim periods presented have been reflected herein. The results of operations for interim periods~~three months ended March 31, 2014 are not necessarily indicative of the results to be expected for the ~~full~~ year ~~or any other period. Notes to the~~ending December 31, 2014. The interim condensed financial statements ~~which would substantially duplicate the disclosure contained~~should be read in connection with the audited financial statements and footnotes for the year ended December 31, ~~2012 as reported in the Registration Statement have been omitted. NOTE 2. GOING CONCERN~~ 2013.

The ~~Company's financial statements are prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of obligations in the normal course of business. However, the~~ Company has not generated any ~~revenue to date,~~revenues since its inception, has recurring net losses, a working capital deficiency as of March 31, 2014 and December 31, 2013 of approximately $511,000 and $761,000, respectively, and used cash in operations of approximately $1,340,500 and $183,700 for the three months ended March 31, 2014 and 2013, respectively. In addition, the Company has an accumulated ~~deficit. The Company does not currently have any revenue generating operations.~~deficit of approximately $4,761,000 from inception. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The financial statements have been prepared on the going concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of operations. The ability of the Company to continue ~~as a going concern. In view~~its operations is dependent on management’s plans, which include the raising of ~~these matters, continuation~~capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company may need to incur additional liabilities with certain related parties to sustain the Company’s existence. If the Company were not to continue as a going concern, ~~is dependent upon continued operations~~it would likely not be able to realize on its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the financial statements.

There can be no assurances that the Company ~~which~~will be successful in ~~turn is dependent upon the Company's ability~~generating additional cash from equity or other sources to ~~meets its financial requirements, raise additional capital, and the success of its future~~be used for operations. The financial statements do not include any adjustments relating to the ~~amount~~recoverability of assets and classification of assets and liabilities that ~~may~~might be ~~necessary should~~necessary. Should the Company not ~~continue~~be successful in obtaining the necessary financing to fund its operations, the Company would need to curtail certain or all operational activities and/or contemplate the sale of its assets if necessary.

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The most significant estimates, among other things, are used in accounting for allowances for deferred income taxes, contingencies, as well as the recording and presentation of its common stock and related warrant issuances. Estimates and assumptions are periodically reviewed and the effects of any material revisions are reflected in the financial statements in the period that they are determined to be necessary. Actual results could differ from those estimates and assumptions.

Research and development costs are expensed as they are incurred and consist of salaries, stock-based compensation benefits and other personnel related costs, fees paid to consultants, clinical trials and related clinical manufacturing costs, license and milestone fees, and facilities and overhead costs. For the three months ended March 31, 2014 and 2013, the Company has recorded a charge of research and development of approximately $537,000 and $179,000, respectively.

Basic loss per share was computed using the weighted average number of outstanding common shares. Diluted loss per share includes the effect of dilutive common stock equivalents from the assumed exercise of warrants. Common stock equivalents were excluded from the computation of diluted loss per share since their inclusion would be anti-dilutive. Total shares issuable upon the exercise of warrants as of March 31, 2014 and 2013 were as follows:

For the three months ended March 31, 2014, 2,043,835 warrants were included in loss per share because their exercise price was determined to be nominal.

In connection with the issuance of certain convertible promissory notes, the terms of the convertible notes included an embedded conversion feature; which provided for a conversion of the convertible notes into shares of common stock at a rate which was determined to be variable. The Company determined that the conversion feature was an embedded derivative instrument pursuant to ASC 815 “Derivatives and Hedging”

The accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option and warrants at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a ~~going concern. Management plans~~result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification.

The fair value of an embedded conversion option that is convertible into at variable amount of shares and warrants that include price protection reset provision features are deemed to ~~fund~~be a “down-round protection” and, therefore, do not meet the scope exception for treatment as a derivative under ASC 815, since “down-round protection” is not an input into the calculation of the fair value of the conversion option and warrants and cannot be considered “indexed to the Company’s own stock” which is a requirement for the scope exception as outlined under ASC 815.

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation.” This ASU removes the definition of a development stage entity from the ASC, thereby removing the financial reporting distinction between development stage entities and other reporting entities from GAAP. In addition, the ASU eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of operations, cash flows, and shareholders’ deficit, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. Early adoption is permitted. The Company has elected to adopt this ASU effective with this Annual Financial Statements and its adoption resulted in the removal of all development stage disclosures.

The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would require adjustment or disclosure in the condensed financial statements other than disclosed in Note 11.

The Company determines the estimated fair value of amounts presented in these financial statements using available market information and appropriate methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. The estimates presented in the financial statements are not necessarily indicative of the amounts that could be realized in a current exchange between buyer and seller. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. These fair value estimates were based upon pertinent information available as of March 31, 2014 and 2013 and, as of those dates, the carrying value of all amounts approximates fair value.

The Company has categorized its assets and liabilities at fair value based upon the following fair value hierarchy:

Level 1 - Inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

Level 3 - Inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability.

The following table summarizes the valuation of the Company’s derivatives by the above fair value hierarchy levels as of March 31, 2014 and December 31, 2013 using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3):

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The Company’s Level 3 liabilities consist of the tainted warrants as the Company cannot determine if it will have sufficient authorized common stock to settle such arrangements.

Assumptions utilized in the development of Level 3 liabilities as of March 31, 2014 are described as follows:

The Company’s significant financial instruments such as cash, accounts payable and accrued expenses were deemed to approximate fair value due to their short term nature.

Under the terms of the agreement, Yeda granted the Company an exclusive worldwide license under the licensed information and the patents for the development, manufacture and sale of the products. In consideration for the grant of the license, the Company has paid and will pay Yeda: (1) on the date of signature of the agreement $210,000; (2) an annual license fee for 3 years in the amount of $800,000 for the period until October 3, 2014; (3) A non-refundable and non-creditable license fee of $50,000 per year during the terms of the agreement, commencing on the first day after the date of termination or expiry of the research period, (4) a royalty of 4% of net future sales by or on behalf of the Company ~~through~~or any sub licensees.

If the ~~proceeds~~Company fails to achieve any of ~~their recent offering or private placements of restricted securities~~the milestones by the dates set forth in the agreement, Yeda is entitled to terminate the license upon written notice to the Company. Either Yeda or the ~~issuance~~Company may terminate the agreement and the license after the commitment of a material breach by the other party and in certain other instances as detailed in the agreement.

For the three months ended March 31, 2014 and 2013, the Company has recorded a charge to operations of $410,000 and $160,300, respectively, for this consulting arrangement. As of March 31, 2014 and December 31, 2013, approximately 0 and $380,000 has been accrued and is payable, respectively.

During the three months ended March 31, 2014, the Company entered into an investment agreement with a group of investors. Pursuant to the agreement, the investors contributed to the Company the amount of $2,247,746 in exchange for 2,996,995 common shares. Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 pershare.

The warrants were fully vested on the date of the grant. The warrants carried provisions that were deemed to be down round price protection features.. The Company reclassified $1,097,800 for the fair value of the warrants to derivative liabilities and will be marked to market for each reporting period.

Certain conditions may exist as of the date the condensed financial statements are issued, which may result in ~~lieu~~a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of ~~cash for payment~~judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of ~~services until such~~any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a ~~time as profitable operations~~contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s condensed financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are ~~achieved.~~generally not disclosed, unless they involve guarantees, in which case the guarantees would be disclosed. There ~~are no written agreements in place for such funding or issuance of securities and there~~ can be no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. As of March 31, 2014 and December 31, 2013, the Company has not accrued any amounts for contingencies.

On April 2, 2014, the Company entered into an investment agreement with a group of investors. Pursuant to the agreement, the investors contributed to the Company the amount of $182,100 in exchange for 242,800 common shares. Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share. The warrants were fully vested on the date of the grant. The warrants carried provisions that were deemed to be down round price protection features.

On April 3, 2014, the Company entered into an investment agreement with two investors. Pursuant to the agreement, the investors contributed to the Company the amount of $55,000 in exchange for 73,333 common shares. Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share. The warrants were fully vested on the date of the grant. The warrants carried provisions that were deemed to be down round price protection features.

On April 4, 2014, the Company entered into an investment agreement with two investors. Pursuant to the agreement, the investors contributed to the Company the amount of $317,900 in exchange for 423,867 common shares. Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share. The warrants were fully vested on the date of the grant. The warrants carried provisions that were deemed to be down round price protection features.

On April 7, 2014, the Company entered into an investment agreement with a group of investors. Pursuant to the agreement, the investors contributed to the Company the amount of $265,250 in exchange for 353,666 common shares. Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share. The warrants were fully vested on the date of the grant. The warrants carried provisions that were deemed to be down round price protection features.

At the closing date, TSTE acquired 100% of the issued and outstanding shares of the Company. At the effective date of the share exchange, each share of the Company's common stock was cancelled and converted automatically into the right to receive common shares of TSTE for an aggregate of 18,245,923 shares common shares of Cell Source Limited, which constituted 78.5% of the post-acquisition outstanding shares of TSTE’s stock at the end of the share exchange. TSTE’s existing shareholders retained a total of 5,000,000 shares of TSTE’s stock, which constituted 21.5% of the post-acquisition outstanding shares of TSTE. Post-acquisition and after share exchange, there was a total of 23,245,923 issued and outstanding shares of TSTE stock, which was recorded as a recapitalization of TSTE.

For accounting purposes, the transaction described above will be ~~available in the future. Management believes that this plan provides an opportunity for~~treated as a recapitalization of the Company, ~~to continue as~~the accounting acquirer, because the Company shareholders own the majority of TSTE’s outstanding common stock following the transaction and exercise significant influence over the operating and financial policies of the consolidated entity. TSTE was a ~~going concern. F-13~~ ~~TICKET TO SEE INC. (A Development Stage Company) Notes~~non-operating company prior to the ~~Financial Statements March 31, 2013 NOTE 3. NOTE PAYABLE - RELATED PARTY Mr. Aidan Buckley, our Director~~share exchange. Pursuant to Securities and ~~President, paid $1,099~~Exchange Commission rules, the merger or acquisition of a private operating company into a non-operating public company with nominal net assets is considered a capital transaction in ~~incorporation and start-up costs for~~substance, rather than a business combination.

In July 2014, the Company which is being carried as a loan payable. The loan is non-interest bearing, unsecured and due upon demand. NOTE 4. SUBSEQUENT EVENTS The Company has evaluated events subsequent to March 31, 2013 to assess the needissued 100,000 shares of common stock in lieu of cash payment for potential recognition or disclosure in this report. Such events were evaluated through the date these financial statements were available to be issued. Based upon this evaluation, it was determined that no subsequent events occurred that require recognition or disclosure in the financial statements. F-14 DEALER PROSPECTUS DELIVERY OBLIGATION "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 DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS." legal services.

Item 13. ~~OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The estimated costs~~Other Expenses of Issuance and Distribution.

We are paying all of the selling stockholders’ expenses related to this offering, except that the selling stockholders will pay any applicable underwriting discounts and commissions. The fees and expenses payable by us in connection with this Registration Statement are estimated as follows: ~~Expenses(1) US($) ----------- --------- SEC Registration Fee $ 2.73 Legal~~

Item 14.Indemnification of Directors and ~~Professional Fees $2,300.00 Accounting~~Officers

Neither our Articles of Incorporation nor Bylaws prevent us from indemnifying our officers, directors and Auditing $4,000.00 Printing of Prospectus $ 97.27 --------- Total $6,400.00 ========= ---------- (1) All amounts are estimates, other thanagents to the ~~SEC's registration fee. ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Our By-Laws allow for~~extent permitted under the ~~indemnification of the officers and directors in regard to their carrying out the duties of their offices. The board of directors will make determination regarding the indemnification of the~~Nevada Revised Statute (“NRS”). NRS Section 78.7502 provides that a corporation shall indemnify any director, officer, employee or agent of a corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with any the defense to the extent that a director, officer, employee ~~as is proper under~~or agent of a corporation has been successful on the ~~circumstances if he/she has met the applicable standard~~merits or otherwise in defense of ~~conduct set forth~~any action, suit or proceeding referred to NRS Section 78.7502(1) or 78.7502(2), or in ~~the Nevada General Corporation Law.~~defense of any claim, issue or matter therein.

NRS Section ~~78.751 of the Nevada Business Corporation Act~~78.7502(1) provides that ~~each corporation shall have the following powers: "1. A~~a corporation may indemnify 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, except an action by or in the right of the corporation, by reason of ~~any~~the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including ~~attorney's~~attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if hehe: (a) is not liable pursuant to NRS Section 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. ~~The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon~~

NRS Section 78.7502(2) provides that a pleas of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had a reasonable cause to believe that his conduct was unlawful. 2. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and ~~attorney's~~attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if hehe: (a) is not liable pursuant to NRS Section 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals ~~therefrom,~~there from, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. ~~II-1~~ ~~3. To the extent~~

NRS Section 78.747 provides that aexcept as otherwise provided by specific statute, no director ~~officer, employee~~ or ~~agent~~officer of a corporation ~~has been successful on the merits~~is individually liable for a debt or ~~otherwise in defense~~liability of ~~any action, suit or proceeding referred to in sections 1 and 2, or in defense of any claim, issue or matter therein, he must be indemnified by~~ the corporation, ~~against expenses, including attorneys fees, actually and reasonably incurred by him in connection with the defense. 4. Any indemnification under sections 1 and 2,~~ unless ordered by a court or advanced pursuant to section 5, must be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made: a. By the stockholders; b. By the board of directors by majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding; c. If a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding so orders, by independent legal counsel, in a written opinion; or d. If a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion. 5. The certificate of articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer ~~to repay~~acts as the ~~amount if it is ultimately determined by a court~~alter ego of ~~competent jurisdiction that he is not entitled to be indemnified by~~ the corporation. The ~~provisions~~court as a matter of ~~this section do not affect any rights to advancement~~law must determine the question of expenses to which corporate personnel other than director or officers may be entitled under any contract or otherwise by law. 6. The indemnification and advancement of expenses authorized in or ordered bywhether a court pursuant to this section: a. Does not include any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the certificate or articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to section 2 or for the advancement of expenses made pursuant to section 5, may not be made to or on behalf of any director or officer ifacts as the alter ego of a final adjudication establishes that his acts or omission involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action. b. Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person. c. The Articles of Incorporation provides that "the Corporation shall indemnify its officers, directors, employees and agents to the fullest extent permitted by the General Corporation Law of Nevada,corporation.

Insofar as ~~amended from time to time." As to~~ indemnification for liabilities arising under the Securities Act ~~of 1933 for~~may be permitted to directors, officers or persons controlling ~~Ticket To See,~~us pursuant to the foregoing provisions, we have been informed that, in the opinion of the ~~Securities and Exchange Commission~~SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. ~~II-2~~ ~~ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES. Set forth below~~In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is ~~information regarding the issuance and sales of securities without registration since inception. No~~asserted by such ~~sales involved the use of an underwriter; no advertising~~director, officer or ~~public solicitation was involved; the securities bear a restrictive legend; and no commissions were paid~~controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed hereby in the Securities Act and we will be governed by the final adjudication of such issue.

See the section entitled “Certain Relationships and Related Transactions” on page 46 of this Form S-1.

In September 2011, Cell Source Israel issued an aggregate of 3,673,527 shares of CSL Ordinary Shares to certain founders of Cell Source Israel, including 575,004 CSL Ordinary Shares to Itamar Shimrat, 100,023 CSL Ordinary Shares to Yoram Drucker, 920,830 CSL Ordinary Shares to Yeda and 352,658 CSL Ordinary Shares to Dr. Reisner.

In November 2011, Cell Source Israel issued an aggregate of 3,750,000 shares of CSL Ordinary Shares to certain accredited investors, including 1,875,000 CSL Ordinary Shares to Ben Friedman’s wife, Phyllis Freidman. Cell Source Israel received gross proceeds of $1,200,000 for the sale of the 3,750,000 CSL Ordinary Shares (the “First Private Placement”).

In April 2012, Cell Source Israel issued an aggregate of 2,250,000 shares of CSL Ordinary Shares to certain accredited investors, including 1,125,000 CSL Ordinary Shares to Ben Friedman’s wife, Phyllis Freidman. Cell Source Israel received gross proceeds of $800,000 for the sale of the 2,250,000 CSL Ordinary Shares (the “Second Private Placement”).

In December 2012 and March 2013, a group of five accredited investors (the “Note Investors”), including David Zolty, a director of the Company, and Phyllis Friedman, the wife of the Company's director Ben Friedman, entered into Convertible Loan Agreements (the “Loan Agreements”) pursuant to which the Note Investors loaned Cell Source Israel an aggregate of $510,000 (the “Loan Amount”). In accordance with the Loan Agreements the Note Investors were entitled to receive interest equal to 6% of the Loan Amount per annum and the Loan Amount was payable by Cell Source 6 months after the receipt of the Loan Amount. In November 2013, the Note Investors elected to convert the Loan Amount into CSL Ordinary Shares equal to 18% of Cell Source’s fully-diluted issued and outstanding capital, which issuance did not dilute the Note Investors’ prior holdings (the “Note Exchange”). Accordingly, the Note Investors were issued 2,699,880 CSL Ordinary Shares.

In October 2013, Cell Source Israel and the Note Investors entered into a Bridge Funding Agreement pursuant to which the Note Investors paid $50,000 to Cell Source Israel in exchange for Cell Source Israel’s agreement to issue to the Note Investors an aggregate of 66,667 CSL Ordinary Shares and a warrant to purchase 100,000 CSL Ordinary Shares at an exercise price of $0.75 per share. In or around November 2013, the Note Investors elected to convert the $50,000 owed to them under the Bridge Funding Agreement into 66,667 CSL Ordinary Shares and warrants to purchase 100,000 CSL Ordinary Shares at an exercise price of $0.75 per share.

In connection with the First Private Placement, the Second Private Placement, the Note Exchange, the Bridge Exchange and the Private Offering (pursuant to which Cell Source Israel sold an aggregate of 4,759,324 CSL Ordinary Shares), Yeda and Dr. Reisner exercised their anti-dilution rights granted to them pursuant to the Yeda License Agreement and the consulting agreement between Dr. Reisner and Cell Source Israel, which anti-dilution rights protected their combined 26% interest in Cell Source Israel against all issuances of CSL Ordinary Shares in connection with financings up to an aggregate of $3,500,000. Pursuant to the anti-dilution protection Yeda and Dr. Riesner were entitled to issuances, in the form of any ~~securities. On October 5, 2012,~~combination of CSL Ordinary Shares and warrants to purchase CSL Ordinary Shares at par value, at their election. Accordingly, Cell Source Israel issued 239,142 CSL Ordinary Shares and warrants to purchase 1,995,376 CSL Ordinary Shares at par value to Yeda and 807,314 CSL Ordinary Shares and warrants to purchase 48,459 CSL Ordinary Shares at par value to Dr. Reisner.

In July 2014, the Company issued ~~a total of 5,500,000~~100,000 shares of common stock to ~~Aidan Buckley~~Sichenzia Ross Friedman Ference LLP for ~~cash at $0.004 per share for a total~~legal services rendered, which shares of ~~$22,000. These~~common stock are being registered pursuant to this Registration Statement.

The transactions described above were exempt from securities ~~were issued in reliance upon the exemption contained in~~registration provided by Section ~~4(2)~~4(a)(2) of the Securities Act ~~of 1933. These securities were issued to~~and Rule 506 as promulgated under the Securities Act for transactions not involving a ~~promoter of~~public offering and under Regulation S promulgated by the ~~Company~~SEC.

Item 16. Exhibits and bear a restrictive legend. ITEM 16. EXHIBITS. The following exhibits are included with this registration statement: Exhibit Number Description ------ ----------- 3.1 Articles of Incorporation (previously filed) 3.2 Bylaws (previously filed) 5.1 Opinion re: Legality and Consent of Counsel (previously filed) 23.1 Consent of Independent Auditor 99.1 Subscription Agreement (previously filed) ITEMFinancial Statement Schedules.

(1) File, during any period in which it offers or ~~sales are being made,~~sells securities, a post-effective amendment to this ~~registration statement:~~ Registration Statement to:

(i) ~~To include~~Include any prospectus required by ~~section~~Section 10(a)(3) of the Securities Act;

(ii) ~~To reflect~~Reflect in the prospectus any facts or events ~~arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)~~ which, individually or ~~in the aggregate,~~together, represent a fundamental change in the information ~~set forth~~ in the ~~registration statement.~~Registration Statement. Notwithstanding the foregoing, 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 ~~SEC~~Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than ~~20%~~a 20 percent change in the maximum aggregate offering price set forth in the ~~"Calculation~~“Calculation of Registration ~~Fee"~~Fee” table in the effective ~~registration statement; and~~ Registration Statement.

(iii) ~~To include~~Include any additional or changed material information ~~with respect to~~on the plan of ~~distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; 2. That for the purpose of~~distribution.

(2) For determining liability under the Securities Act, treat each post-effective amendment ~~shall be deemed to be~~as a new registration statement ~~relating to~~of the securities offered, ~~therein,~~ and the offering of ~~such~~the securities at that time ~~shall be deemed~~ to be the initial bona fide ~~offering thereof; II-3~~ ~~3. To~~offering.

(3) File a post-effective amendment to remove from registration ~~by means of a post-effective amendment~~ any of the securities ~~being registered which~~that remain unsold at the ~~termination~~end of the ~~offering; and~~offering.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the registrant pursuant to ~~the~~ foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the ~~SEC~~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 the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant 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 by it is against public policy as expressed in the ~~Securities~~ Act and will be governed by the final adjudication of such issue.

(c) Each prospectus filed pursuant to Rule 424(b)(Sec.230.424(b) of this chapter) 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 (Sec.230.430A of this chapter), 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. ~~(b) That, for the purpose~~

(d) For purposes of determining any liability ~~of the registrant~~ under the Securities Act of 1933, ~~to any purchaser~~the information omitted from the form of prospectus filed as part of this registration statement in ~~the initial distribution of the securities: The undersigned registrant undertakes that~~reliance upon Rule 430A and contained in a ~~primary offering~~form of ~~securities of~~prospectus filed by the ~~undersigned~~ registrant pursuant to Rule 424(b) or under the Securities Act shall be deemed to be part of this registration statement ~~regardless~~as of the ~~underwriting method used~~time it was declared effective.

(e) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed 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, the undersigned registrant will~~ be a ~~seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (1) Any preliminary prospectus or prospectus of the undersigned registrant~~new registration statement relating to the securities offered therein, and the offering ~~required~~of such securities at that time shall be deemed to be ~~filed pursuant~~the initial bona fide offering thereof.

Pursuant to Rule 424 (ss. 230.424 of this chapter); (2) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (3) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (4) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. II-4 ~~SIGNATURES In accordance with~~ the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in ~~the City of Las Vegas, State of Nevada~~Tel Aviv, Israel, on August ~~6, 2013. Ticket To See,~~8, 2014.

That the undersigned officers and directors of Cell Source, Inc., Registrant By: /s/ Aidan Buckley -------------------------------------------- Aidan Buckley, CEO Principal Executive Officer, Secretary, CFO, Treasurer, Principal Financial Officer, Principal Accounting Officera Nevada corporation, do hereby constitute and ~~Director Pursuant~~appoint Itamar Shimrat his or her true and lawful attorney-in-fact and agent with full power and authority to do any and all acts and things and to execute any and all instruments which said attorney and agent, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, including post-effective amendments, to this Registration Statement or any registration statement relating to this offering to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and each of the undersigned hereby ratifies and confirms that said attorney and agent, shall do or cause to be done by virtue thereof. This Power of Attorney may be signed in several counterparts.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney. In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement ~~has been~~was signed by the following persons in the capacities and on the dates indicated. /s/ Aidan Buckley Principal Executive Officer August 6, 2013 --------------------------- ---------------------------- -------------- Aidan Buckley Title Date /s/ Aidan Buckley Principal Financial Officer August 6, 2013 --------------------------- ---------------------------- -------------- Aidan Buckley Title Date /s/ Aidan Buckley Principal Accounting Officer August 6, 2013 --------------------------- ---------------------------- -------------- Aidan Buckley Title Date II-5

Title of each class of securities to be registered		Amount to be Registered (1)				Proposed Maximum Offering Price Per Security				Proposed Maximum Aggregate Offering Price				Amount of Registration Fee
Common Stock, $0.001 par value per share			9,618,648			$	1.20	(2)		$	11,542,377.60			$	1,486.66

Common Stock outstanding prior to the offering		23,345,923 (1)

Common Stock to be outstanding after the offering		28,105,247, assuming the full exercise of the warrants to purchase 4,759,324 share of Common Stock that are included in this prospectus.

	Three Months Ended March 31						Year Ended December 31
	2014 $			2013 $			2013 $			2012 $
Research and development		(536,775	)		(179,246	)		(1,135,513	)		(1,219,515	)
General and administrative		(235,967	)		(48,753	)		(319,857	)		(447,264	)
Foreign exchange (gain) loss		(24,061	)		10,060			21,339			64,565
Interest expense		-			(34,533	)		(681,780	)		(8,633	)
Income (Loss) from operations		(820,242	)		(252,332	)		(1,783,650	)		(1,661,912	)
Weighted average number of shares outstanding		17,304,524			12,763,818			13,168,636			12,067,243
Loss per share		(.05	)		(0.02	)		(0.14	)		(0.14	)

	Three Months Ended March 31
	2014 $			2013 $			Change $			Change %
Research and development		(536,775	)		(179,246	)		357,529			199	%
General and administrative		(235,967	)		(48,753	)		187,214			384	%
Foreign exchange (gain) loss		(24,061	)		10,060			34,121			-339	%
Interest expense		-			(34,533	)		(34,553	)		100	%
Net loss		(820,242	)		(252,332	)		567,910			225	%

	December 31 ($)
	2013			2012

Cash and cash equivalents		28,878			161,323
Working capital (deficiency)		(760,671	)		(183,193	)
Total Assets		92,215			197,155
Derivative liability		231,200			38,300
Total shareholders’ deficiency		(697,334	)		(147,361	)

Nevada	2836	32-0379665
(State or ~~other~~ jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification No.)

		Page
Prospectus Summary		5
Risk Factors		7
Forward-Looking Statements		15
Use of Proceeds		16
Market for our Common Stock and Related Stockholder Matters		16
Management’s Discussion and Analysis of Financial Condition and Results of Operation		16
Business		21
Legal Proceedings		43
Management		43
Description of Property		47
Selling Stockholders		48
Experts		53
Where you can Find Additional Information		54
Cell Source Limited Financial Statements		55

	December 31 ($)						Change ($)
	2013			2012			2013
Cash and cash equivalents		28,878			161,323			(132,445	)
Current assets		28,878			161,323			(132,445	)
Current liabilities		789,549			344,516			445,033
Working capital (deficiency)		(760,671	)		(183,193	)		(577,478	)

	For the Year Ended December 31
	2013 $			2012 $			Change $			Change %
Research and Development		(1,135,513	)		(1,219,515	)		84,002			7	%
General and Administrative		(319,857	)		(447,264	)		127,407			28	%
Foreign Exchange (Gain) Loss		21,339			64,565			43,226			67	%
Interest Expense		(681,780	)		(8,633	)		(673,147	)		-7797	%
Net Loss		(1,783,650	)		(1,661,912	)		(121,738	)		-7	%

	December 31, 2013							March 31, 2014
	Common stock equivalents		Fair Value		Allocated %			Common stock equivalents		Fair Value		Allocated %
Common stock		735,327	$	551,497		54	%		2,996,995	$	2,247,746		54	%
Warrants		735,327	$	470,800		46	%		2,996,995	$	1,918,854		46	%

Relative fair value of the common stock					$	0.40		Relative fair value of the common stock				$	0.40

Initial Malignancy Indications (note estimates for North America and EU only (1))	Prevalence (Number patients)	Annual Bone Marrow Transplantations
Non-Hodgkins Lymphoma	823,000	8,700
Multiple Myeloma	134,000	13,500
Chronic Lymphocytic Leukemia	117,000	1,500
Total	1,074,000	23,700

Offering	Objective	Major Activities	Estimated start date
Megadose drug combination (a distinct treatment from the Veto platform)	Validate and introduce new commercial treatment to increase engraftment of allogeneic bone marrow transplantations	1. Regulatory approval and treatment protocols 2. Conduct human clinical trials 3. Develop plan for commercial exploitation	• Commence a formal company-sponsored Phase I/II clinical trial by the end of 2014 • Interim analysis within 18 months thereafter
Anti-lymphoma veto cell	Validate the possibility of introducing commercial Veto-cell treatment for lymphoma, multiple myeloma and B-cellchronic lymphocytic leukemia (BCLL) based on autologous transplantation	4. Define feasibility of using human veto cells for killing fresh CLL tumor cells ex-vivo or in experimental mouse models 5. Develop large scale production protocol (GMP process) 6. Conduct human clinical trials to validate safety and efficacy	• Protocol validation and production process development already underway • If preclinical studies are successful , human trials would be the next step
Anti-rejection veto cell	Validate and introduce commercial Veto-cell therapy for reducing rejection in allogeneic bone marrow transplantation for blood-cancers	7. Develop large scale production protocol (GMP process) 8. Conduct human clinical trials to validate safety and efficacy	• Production process development already underway • Production process for this Investigational New Drug (IND) may be approved in 18-24 months, Human trials may be approved in 24-30 months depending on regulatory approval cycle

Strategy Element	Introductory period (years 1 -3 post FDA approval)	Years 4+
Market Segments	· Lymphomas and BCLL · Other bone marrow transplantation in acute fatal conditions with no current medical treatment	· Lower criticality/higher volume segments (non-malignant diseases)
Product Rollout	· Autologous Veto-Cell therapy for lymphocyte cancers · Allogeneic Veto-Cell therapy for bone marrow transplantation tolerance	· Veto-Cell therapy for additional transplantation indications · Veto-Cell therapy for non-malignant disorders · Trials of Organsource platform
Customer/ Geographic Focus	· North America · Western Europe · China	· North America, Western & Eastern Europe, Russia, Brazil, selected Asian markets
Channels/Go to Market	· Direct relationships with leading transplantation centers	· Additional relationships with leading oncologists · Sponsored conferences for oncologists and transplantation providers in key regions
Pricing	· Consistent with other cell therapy offerings currently associated with transplantations	· Potentially higher volume, lower cost for “off the shelf” offerings
Operations	· Three operating centers : · US East Coast · US West Coast · Western Europe · Operating centers in lab-space leased from major transplantation centers.	· Eight operating centers · US East & West Coasts, Western Europe, Russia, Brazil, Japan, China, Australia/New Zealand · Operating centers in company-owned facilities

Italy		Germany
1	Megadose + currently FDA approved drug	1	Megadose + currently FDA approved drug
2	Anti-rejection Veto-Cell	2	Anti-rejection Veto-Cell
3	Anti-lymphoma veto cell	3	Anti-lymphoma Veto-Cell
4	Possibly sickle cell anemia or aplastic anemia (allogeneic transplant)
5	Possibly Veto-Cell to obviate need for organ transplant immune suppression treatment

Name	Age	Title(s)
Yoram Drucker	48	Director (Executive Chairman)
Itamar Shimrat	54	Chief Executive Officer, Chief Financial Officer and Director
David Zolty	64	Director
Ben Friedman	55	Director
Dennis Brown	64	Director

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation Earnings ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Itamar		2013		107,158		-		-		-		-		-		-		107,158
Shimrat, CEO		2012		66,328		-		-		-								66,328

Yoram		2013		107,158														107,158
Drucker		2012		66,583														66,583

Name of Beneficial Owner	Number of Common Stock Beneficially Owned		Percentage of Common Stock Beneficially Owned (1)
Directors and Officers:
Yoram Drucker, Director (Chairman)		575,004		2.46	%
Itamar Shimrat, Chief Executive Officer, Chief Financial Officer and Director		575,004		2.46	%
David Zolty, Director		1,095,818		4.69	%
Ben Friedman, Director (2)		4,383,344		18.78	%
Dennis Brown, Director		100,000		*
All directors and executive officers as a group (5 persons)		6,729,170		28.39	%

	(1)	Based on 23,345,923 shares issued and outstanding.
	(2)	Mr. Friedman’s beneficial ownership includes shares beneficially owned by his wife, Phyllis Friedman.

	Ownership Before Offering						Ownership After Offering (1)
Selling Stockholder	Number of Shares of Common Stock Beneficially Owned			Number of Shares of Common Stock Offered			Number of Shares of Common Stock Beneficially Owned		Percentage of Common Stock Beneficially Owned
Adam K. Stern (69)		133,332	(2)		133,332	(2)		0		0.00	%
Akita Capital, LLC (3)		240,666	(4)		240,666	(4)		0		0.00	%
Aton Select Funds Ltd (5)		720,000	(6)		720,000	(6)		0		0.00	%
B&C Scotti Family Trust (7)		133,334	(8)		133,334	(8)		0		0.00	%
Bull Hunter, Inc. (9)		346,666	(10)		346,666	(10)		0		0.00	%
Chris Mahne		66,666	(11)		66,666	(11)		0		0.00	%
CR Financial Holdings, Inc. (12)(69)		53,334	(13)		53,334	(13)		0		0.00	%
Craig Fielder		100,000	(14)		100,000	(14)		0		0.00	%
Daniel Garofalo		66,666	(15)		66,666	(15)		0		0.00	%
Daniel J. Witanek		26,666	(16)		26,666	(16)		0		0.00	%
David Barry		26,666	(17)		26,666	(17)		0		0.00	%
Deepak H. Aggarwal		140,000	(18)		140,000	(18)		0		0.00	%
Dennis M. Brown		200,000	(19)		200,000	(19)		0		0.00	%
Donald G. Bahouth		200,000	(20)		200,000	(20)		0		0.00	%
Emanuel Nisan		14,000	(21)		14,000	(21)		0		0.00	%
Empire Stock Transfer, Inc. (22)		66,666	(23)		66,666	(23)		0		0.00	%
Firerock Global Opportunities Fund, L.P. (24)		791,666	(25)		666,666	(25)		125,000		0.54	%
Fred Weiss Nancy Weiss		165,000	(26)		120,000	(26)		45,000		0.19	%
GRQ Consultants, Inc. 401 K FBO Barry Honig (27)		908,768	(28)		381,068	(28)		527,700		2.26	%
Howard K. Fuguet		533,332	(29)		533,332	(29)		0		0.00	%
Ikona Global Partners (30)		266,666	(31)		266,666	(31)		0		0.00	%
Jeffrey K. Greene		28,000	(32)		28,000	(32)		0		0.00	%
Jennifer Lorenzo		40,000	(33)		40,000	(33)		0		0.00	%
Jerry S. Browner		26,666	(34)		26,666	(34)		0		0.00	%
Jill Strauss		66,000	(35)		48,000	(35)		18,000		0.08	%
John C. Leo (69)		140,000	(36)		140,000	(36)		0		0.00	%
John Chambers (69)		26,666	(37)		26,666	(37)		0		0.00	%
Josephine Viglione		20,000	(38)		20,000	(38)		0		0.00	%
Keith A. Goodman		66,666	(39)		66,666	(39)		0		0.00	%
Lawrence Neil Grossbard		333,334	(40)		333,334	(40)		0		0.00	%
Mark Edward Gaetz		53,334	(41)		53,334	(41)		0		0.00	%
Michael Bonevento		66,666	(42)		66,666	(42)		0		0.00	%
Michael Chill (69)		26,666	(43)		26,666	(43)		0		0.00	%
Michael Leiter		150,000	(44)		150,000	(44)		0		0.00	%
Michael Margolis (69)		26,666	(45)		26,666	(45)		0		0.00	%
Michael Ravallo		136,000	(46)		136,000	(46)		0		0.00	%
Omnibus SA (47)		266,660	(48)		266,660	(48)		0		0.00	%
Phillip J. Lifschitz		133,332	(49)		133,332	(49)		0		0.00	%
Raymond Coppede		66,000	(50)		66,000	(50)		0		0.00	%
Renald J. Anelle		66,666	(51)		66,666	(51)		0		0.00	%
Richard S. Grossbard		333,334	(52)		333,334	(52)		0		0.00	%
Robert D. Crocitto		54,000	(53)		54,000	(53)		0		0.00	%
Robert Freedman		266,666	(54)		266,666	(54)		0		0.00	%
Robert M. Newsome		140,000	(55)		140,000	(55)		0		0.00	%
Samuel Nussbaum		400,000	(56)		400,000	(56)		0		0.00	%
Sandor Capital Master Fund (57)		510,000	(58)		340,000	(58)		170,000		0.73	%
Sichenzia Ross Friedman Ference LLP (59)		100,000	(60)		100,000	(60)		0		0.00	%
Stephen M. Payne		800,000	(61)		800,000	(61)		0		0.00	%
Suntime Enterprises Ltd. (62)		666,666	(63)		666,666	(63)		0		0.00	%
Suzanne Adams		134,200	(64)		97,600	(64)		36,600		0.16	%
Vantage IRA FBO Jerrold Karnell (65)		66,666	(66)		66,666	(66)		0		0.00	%
Viswanathan Ramamurthy Reddy		30,000	(67)		30,000	(67)		0		0.00	%
William R. Lefever		100,000	(68)		100,000	(68)		0		0.00	%

TOTAL:		10,540,948			9,618,648			922,300

	(61)	Includes 400,000 shares of common stock and 400,000 shares of common stock issuable upon the exercise of an outstanding warrant.
	(62)	Lian Wang holds voting and dispositive power over shares held by Suntime Enterprises Ltd.

		PAGE:
Report of Independent Registered Public Accounting Firm		58

Balance Sheets		59-60
Statement of Operations		61
Statement of Stockholders' Deficit		62-63
Statements of Cash Flows		64-65
Notes to Financial Statements		66-88

Condensed Balance Sheets		91
Condensed Statement of Operations		92
Condensed Statement of Stockholders' Deficit		93
Condensed Statements of Cash Flows		94-95
Notes to Condensed Financial Statements		96-107

Report of Independent Registered Public Accounting Firm	58

Financial Statements

Balance Sheets	59-60
Statements of Operations	61
Statements of Stockholders’ Deficit	62-63
Statements of Cash Flows	64-65

Notes to Financial Statements	66-88

	December 31,
	2013		2012

Assets

Current Assets
Cash	$	28,878	$	161,323

Other Assets		63,337		35,832

Total Assets	$	92,215	$	197,155

	For the Years Ended
	December 31,
	2013			2012

Revenues	$	—		$	—

Operating Expenses
Research and development		(1,135,513	)		(1,219,515	)
General and administrative		(319,857	)		(447,264	)

Total Operating Expenses		(1,455,370	)		(1,666,779	)

Operating Loss		(1,455,370	)		(1,666,779	)

Interest Expense		(681,780	)		(8,633	)

Change in Fair Value of Derivative Liability		353,500			13,500

Net Loss	$	(1,783,650	)	$	(1,661,912	)

Loss Per Share - Basic and Diluted	$	(0.14	)	$	(0.14	)

Weighted Average Number of Shares Outstanding		13,168,636			12,067,243

					Additional						Total
	Common Stock				Paid-in			Accumulated			Stockholders’
	Shares		Amount		Capital			Deficit			Deficit

Balance - January 1, 2012		10,513,818		105,137		1,094,863			(495,449	)		704,551

Issuance of common stock for cash		2,250,000		22,500		787,500			—			810,000

Net loss		—		—		—			(1,661,912	)		(1,661,912	)

December 31, 2012		12,763,818		127,637		1,882,363			(2,157,361	)		(147,361	)

Issuance of common stock and warrants for cash		735,327		7,354		544,143			—			551,497

Reclassification of detachable warrants to derivative liability		—		—		(231,200	)		—			(231,200	)

Issuance of common stock for settlement of convertible notes		2,699,880	$	26,999	$	794,091		$	—		$	821,090

			Quoted Prices
			In Active	Significant
			Markets for	Other	Significant
			Identical	Observable	Unobservable
			Liabilities	Inputs	Inputs
	Total		(Level 1)	(Level 2)	(Level 3)

Warrant liability	$	231,200			$	231,200

Balance - December 31, 2013	$	231,200			$	231,200

Embedded conversion option	$	38,300			$	38,300

Balance - December 31, 2012	$	38,300			$	38,300

			Embedded
	Warrant		Conversion
	Liability		Feature			Total
Balance - January 1, 2012	$	—	$	—		$	—

Included in debt discount		—		51,800			51,800
Change in fair value of derivative liability		—		(13,500	)		(13,500	)

Balance - December 31, 2012		—		38,300			38,300

Included in debt discount		—	$	315,200			315,200
Change in fair value of derivative liability		—		(353,500	)		(353,500	)
Reclassification of warrants to derivative liability		231,200		—			231,200

Balance - December 31, 2013	$	231,200	$	—		$	231,200

	2013			2012
Current	$	—		$	—
Deferred
Federal (Israel)		(445,913	)		(233,418	)
State		—			—
Foreign		—			—
Change in Valuation Allowance		445,913			233,418

Income tax provision	$	—		$	—

	2013			2012

Statutory tax rate		(25.0	)%		(25.0	)%

Change in valuation allowance		25.0			25.0	%

		—	%		—	%

	2013			2012

Net loss carry forwards		679,330			233,418
Total Deferred Tax Asset		679,330			233,418
Less: valuation allowance		(679,330	)		(233,418	)

Total	$	—		$	—

CondensedFinancial Statements

Condensed Balance Sheets	91
Condensed Statements of Operations	92
Condensed Statement of Stockholders’ Deficit	93
Condensed Statements of Cash Flows	94-95

Notes to Condensed Financial Statements	96-107

	March 31,			December 31,
	2014			2013
	(Unaudited)			(Audited)

Assets

Current Assets
Cash	$	936,086		$	28,878
Prepaid expenses		96,150			—

Total Current Assets		1,032,236			28,878

Other Assets		143,686			63,337

Total Assets	$	1,175,922		$	92,215

Liabilities and Stockholders' Deficit

Current Liabilities
Accounts payable and accrued expenses	$	167,052		$	558,349
Derivative liabilities		1,376,500			231,200

Total Current Liabilities		1,543,552			789,549

Commitments and Contingencies		—			—

Stockholders’ Deficit
Common shares of $0.01 par value:
50,000,000 shares authorized; 17,152,185 and 14,155,190 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively		171,522			141,552
Additional paid-in capital		4,222,101			3,102,125
Accumulated deficit		(4,761,253	)		(3,941,011	)

Total Stockholders’ Deficit		(367,630	)		(697,334	)

Total Liabilities and Stockholders’ Deficit	$	1,175,922		$	92,215

	For the Three Months Ended
	March 31,
	2014			2013
	(Unaudited)			(Unaudited)

Revenues	$	—		$	—

Operating Expenses
Research and development		(536,775	)		(179,246	)
General and administrative		(235,967	)		(48,753	)

Total Operating Expenses		(772,742	)		(227,999	)

Operating Loss		(772,742	)		(227,999	)

Interest Expense		—			(34,533	)

Change in Fair Value of Derivative Liability		(47,500	)		10,200

Net Loss	$	(820,242	)	$	(252,332	)

Loss Per Share - Basic and Diluted	$	0.05		$	0.02

Weighted Average Number of Shares Outstanding		17,304,524			12,763,818

	Three Months Ended
	March 31,
	2014			2013
	(Unaudited)			(Unaudited)
Cash Flows from Operating Activities
Net loss	$	(820,242	)	$	(252,332	)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of debt discount		—			34,533
Change in fair value of derivative liability		47,500			(10,200	)
Changes in assets and liabilities:
(Increase) decrease in other assets		(80,349	)		12,695
(Increase) decrease in prepaid expenses		(96,149	)		—
(Decrease) increase in accrued expenses and other liabilities		(391,298	)		31,595

Total Adjustments		(520,296	)		68,623

Net Cash Used in Operating Activities		(1,340,538	)		(183,709	)

Cash Flows from Financing Activities
Proceeds from issuance of convertible note		—			210,000
Proceeds from issuance of common stock and warrants, net		2,247,746			—

Net Cash Provided by Financing Activities		2,247,746			210,000

Increase in Cash		907,208			26,291

Cash- Beginning of period		28,878			161,323

Cash- End of period	$	936,086		$	187,614