An offering statement pursuant to regulation a relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this preliminary offering circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This preliminary offering circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of such state. The company may elect to satisfy its obligation to deliver a final offering circular by sending you a notice within two business days after the completion of the company’s sale to you that contains the URL where the final offering circular or the offering statement in which such final offering circular was filed may be obtained.

PRELIMINARY OFFERING CIRCULAR DATED JUNE 16, 2020

Audition Showdown Inc.

40 King Street West, Suite 1700

Toronto, Ontario, Canada, M5H 3Y2

UP TO 25,000,000 COMMON SHARES

SEE “SECURITIES BEING OFFERED” AT PAGE 21

MINIMUM INVESTMENT: $250

We are offering a maximum of 25,000,000 Common Shares on a “best efforts” basis. 

* The company has engaged Dalmore Group, LLC, member FINRA/SIPC (“Dalmore”), to perform administrative and compliance related functions in connection with this offering, but not for underwriting or placement agent services. This includes the 1% commission, but it does not include the one-time set-up fee and consulting fee payable by the company to Dalmore. See “Plan of Distribution” for details.

The company expects that the amount of expenses of the offering that it will pay will be approximately $3,875,000, not including commissions or state filing fees.

The offering is being conducted on a best-efforts basis without any minimum target. Because there is no minimum target, the company may close on any amounts invested, even if those amounts are insufficient for the intended use of proceeds, or do not cover the costs of this offering. The company may undertake one or more closings on a rolling basis. After each closing, funds tendered by investors will be made available to the company. The offering will terminate at the earlier of: (1) the date at which the maximum offering amount has been sold, (2) the date which is three years from this offering being qualified by the Commission, or (3) the date at which the offering is earlier terminated by the company in its sole discretion. At least every 12 months after this offering has been qualified by the Commission, the company will file a post-qualification amendment to include the company’s recent financial statements.

Each holder of Common Shares is entitled to one vote for each share on all matters submitted to a vote of the shareholders. Holders of Common Shares will vote together with the holders of Multiple Voting Shares as a single class on all matters (including the election of directors) submitted to a vote or for the consent of the shareholders of the company. John McMahon, the company’s Chief Executive Officer, owns all of the outstanding Multiple Voting Shares, which at the date of this Offering Circular represent 92.53% of the voting power of the company’s equity. Assuming the maximum number of shares in this offering are sold, Mr. McMahon will continue to hold a majority, or 88.01%, of the voting power of all of the company’s equity at the conclusion of this offering and therefore will continue to control the board.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES
OFFERED ARE EXEMPT FROM REGISTRATION

GENERALLY NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO www.investor.gov.

This offering is inherently risky. See “Risk Factors” on page 3.

Sales of these securities will commence on approximately,   [__], 2020.

The company is following the “Offering Circular” format of disclosure under Regulation A.

In the event that we become a reporting company under the Securities Exchange Act of 1934, we intend to take advantage of the provisions that relate to “Emerging Growth Companies” under the JOBS Act of 2012. See “Implications of Being an Emerging Growth Company.”

TABLE OF CONTENTS 

In this Offering Circular, the term “Audition Showdown,” “we,” “us,” “our,” or “the company” refers to Audition Showdown Inc.; “CDN$” refers to Canadian Dollars; and “$” refers to US Dollars.

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

Implications of Being an Emerging Growth Company

We are not subject to the ongoing reporting requirements of the Exchange Act of 1934, as amended (the “Exchange Act”) because we are not registering our securities under the Exchange Act. Rather, we will be subject to the more limited reporting requirements under Regulation A, including the obligation to electronically file:

In addition, at any time after completing reporting for the fiscal year in which our offering statement was qualified, if the securities of each class to which this offering statement relates are held of record by fewer than 300 persons and offers or sales are not ongoing, we may immediately suspend our ongoing reporting obligations under Regulation A.

If and when we become subject to the ongoing reporting requirements of the Exchange Act, as an issuer with less than $1.07 billion in total annual gross revenues during our last fiscal year, we will qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and this status will be significant. An emerging growth company may take advantage of certain reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company we:

We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards, and hereby elect to do so. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under Section 107 of the JOBS Act.

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, or such earlier time that we no longer meet the definition of an emerging growth company. Note that this offering, while a public offering, is not a sale of common equity pursuant to a registration statement, since the offering is conducted pursuant to an exemption from the registration requirements. In this regard, the JOBS Act provides that we would cease to be an “emerging growth company” if we have more than $1.07 billion in annual revenues, have more than $700 million in market value of our common stock held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period.

Certain of these reduced reporting requirements and exemptions are also available to us due to the fact that we may also qualify, once listed, as a “smaller reporting company” under the Commission’s rules. For instance, smaller reporting companies are not required to obtain an auditor attestation on their assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required to provide a pay-for-performance graph or CEO pay ratio disclosure; and may present only two years of audited financial statements and related MD&A disclosure.

RISK FACTORS

The Commission requires the company to identify risks that are specific to its business and its financial condition. The company is still subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as hacking and the ability to prevent hacking). Additionally, early-stage companies are inherently more risky than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.

Risks related to our business and product

We are an early stage company and have not yet generated any profits.

The company is in development stages of its software and the Audition Showdown mobile application, and therefore has a limited history upon which an evaluation of its performance and future prospects can be made. Our business activity to date was devoted to raising capital, beginning to build our software, devising our business and planning for operations. Our current and proposed operations are subject to all the business risks associated with relatively new enterprises. These include likely fluctuations in operating results as the company reacts to developments in its market, including purchasing and usage patterns of customers and the entry of competitors into the market. We will only be able to pay dividends on any shares once our directors determine that we are financially able to do so. Audition Showdown has incurred a net loss in the and has not generated revenues since inception. There is no assurance that we will ever become profitable or generate sufficient revenues to pay dividends to the holders of the shares.

Our app is not yet operational and depends on the popularity of social media networks.

We are in the very early stages of developing our app and it is not yet operational. We currently have no revenues and will incur significant additional expenses requiring significant funding in order to finish building the app and to commence operations. Our application’s success depends on the widespread popularity of existing social media networks. If users lose interest in social media networks generally, our application would likely never evolve into a successful social media network. See “The Company’s Business—Principal Products and Services”.

If our efforts to attract prospective users, including performers, and later retain existing users are not successful, our growth prospects and revenue will be adversely affected. 

Our ability to grow our business and generate revenue depends on obtaining, retaining and expanding our total user base, increasing advertising revenue by effectively monetizing our ad-supported user base, and having a number of premium subscribers. We must convince prospective users of the benefits of our service and keep them convinced of the value of our service. If we cannot attract sufficient numbers of user performers, our application will not fulfill its purpose. Our ability to attract new users, retain existing users, and convert ad-supported users to premium subscribers depends in large part on our ability to offer a compelling platform for content creation, superior functionality, and an engaging user experience. Some of our competitors, including Tik-Tok, You Tube, and others, have developed video functionalities and have a much larger existing user base. As consumer tastes and preferences change on the internet and with mobile devices and other internet-connected products, we will need to introduce and continually enhance and improve our application. If we fail to break-in to the market and offer a compelling product and art delivery platform to meet consumer demands, our ability to grow or sustain the reach of our service, attract and retain users, and increase our premium subscribers may be adversely affected.

We depend on third parties to develop and market our product. If we are not able to contract successfully with reliable third parties, we may not be able to successfully launch our application and scale our operations.

The company will need the services of third-party providers to develop a final and user-friendly version of its application. We will also need to rely third parties to help with the technology, storage, marketing and distribution of our application. If we are unable to identify qualified third parties to perform a variety of these services or fail to properly supervise them, completing, launching and scaling our product may become impossible.

We operate in a highly competitive market against businesses that are more established.

We expect competition to emerge both from existing and new companies. Many of our competitors such as YouTube, TikTok, Triller, Quibi are companies that offer products related to mobile short-form video functionality and have greater financial means and marketing/sales and human resources than us. In addition, large companies that provide regional social networks and messaging products, many of which have strong positions in the industry such as Facebook, Instagram and Twitter may also develop applications similar to ours and have a large distribution advantage. Some competitors may succeed in developing and marketing competing equivalent products earlier than us, or superior products than those developed by us. There can be no assurance that competitors will not develop applications superior to ours or that the application we develop will be preferred to any existing or newly developed applications. It should further be assumed that competition will continue and may intensify.

If our security systems are breached, we may face civil liability, and public perception of our security measures could be diminished, either of which would negatively affect our ability to attract and retain ad-supported users, premium subscribers, advertisers, content providers, and other business partners.

Techniques used to gain unauthorized access to data and software are constantly evolving, and we may be unable to anticipate or prevent unauthorized access to data pertaining to our users, including credit card and debit card information and other personal data about our users, business partners, and employees. Like all internet services, our service, which will be supported by our own systems and those of third parties that we may work with, will be vulnerable to software bugs, computer viruses, internet worms, break-ins, phishing attacks, attempts to overload servers with denial-of-service, or other attacks and similar disruptions from unauthorized use of our and third-party computer systems, any of which could lead to system interruptions, delays, or shutdowns, causing loss of critical data or the unauthorized access to personal data. Computer malware, viruses, and computer hacking and phishing attacks have become more prevalent in our industry and may occur on our systems in the future. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security, and availability of our service and technical infrastructure to the satisfaction of our users may harm our reputation and our ability to attract new users or retain existing users. Although we intend to develop systems and processes that are designed to protect our data and user data, to prevent data loss, to disable undesirable accounts and activities on our platform, and to prevent or detect security breaches, we cannot assure you that such measures will provide absolute security, and we may incur significant costs in protecting against or remediating cyber-attacks.

In addition, if an actual or perceived breach of security occurs to our systems or a third party’s systems, we may face regulatory or civil liability and public perception of our security measures could be diminished, either of which would negatively affect our ability to attract and retain users, which in turn would harm our efforts to attract and retain advertisers and other business partners. We also would be required to expend significant resources to mitigate the breach of security and to address matters related to any such breach. We also may be required to notify regulators about any actual or perceived personal data breach (including the EU Lead Data Protection Authority) as well as the individuals who are affected by the incident within strict time periods.

Any failure, or perceived failure, by us to maintain the security of data relating to our users, to comply with our posted privacy policy, laws and regulations, rules of self-regulatory organizations, industry standards, and contractual provisions to which we may be bound, could result in the loss of confidence in us, or result in actions against us by governmental entities or others, all of which could result in litigation and financial losses, and could potentially cause us to lose users, advertisers, and revenues. In Europe, European Data Protection Authorities could impose fines and penalties of up to 4% of annual global turnover or €20 million, whichever is higher, for a personal data breach.

Assertions by third parties of infringement or other violation by us of their intellectual property rights could harm our business, operating results, and financial condition.

In general, music, internet, technology, and media companies are frequently subject to litigation based on allegations of infringement, misappropriation, or other violations of intellectual property rights. Our business model requires that our users upload content onto our platform and we have no control over whether and when third parties will assert intellectual property claims against our users and us. Many companies in these industries, including many of our competitors, have substantially larger patent and intellectual property portfolios, which could make our users or, if we fail to take action, us a target for litigation as we may not be able to assert counterclaims against parties that sue us for patent, or other intellectual property infringement. In addition, various unrelated entities that own opportunistic patents and other intellectual property rights often attempt to aggressively assert claims in order to extract value from technology companies. It is difficult to predict whether assertions of third-party intellectual property rights or any infringement or misappropriation claims arising from such assertions will substantially harm our business, operating results, and financial condition. In addition, we are unlikely to be able to defend ourselves against financially much stronger companies in a timely manner and may run the risk of losing our user-base if these claims significantly affect the value of our business.

We cannot assure you that we will effectively manage our growth.

Audition Showdown’s employee headcount and the scope and complexity of our business will increase significantly and we expect headcount growth to continue for the foreseeable future. The growth and expansion of our business and products create significant challenges for our management, operational, and financial resources, including managing multiple relations with users, distributors, vendors, and other third parties. In the event of continued growth of the company’s operations or in the number of our third-party relationships, our information technology systems or internal controls and procedures may not be adequate to support our operations. We must continue to improve our operational, financial, and management processes and systems and to effectively expand, train, and manage our employee base. As we continue to grow, and have to implement more complex organizational management structures, we may find it increasingly difficult to maintain adequate oversight. This could negatively affect our business performance.

The loss of one or more of Audition Showdown’s key personnel, or Audition Showdown’s failure to attract and retain other highly qualified personnel in the future, could harm our business.

Audition Showdown currently depends on the continued services and performance of key members of its management team. The loss of key personnel could disrupt our operations and have an adverse effect on our business. Part of the proceeds of this offering will be used to recruit and hire a full time CEO and subsequent management team. We cannot guarantee that we will be able to find and hire a new CEO and management in a timely manner. As we continue to grow, we cannot guarantee that we will continue to attract the personnel the company needs to maintain its competitive position. If we do not succeed in attracting, hiring, and integrating qualified personnel, or retaining and motivating existing key personnel, we may be unable to grow effectively.

Our costs may grow more quickly than our revenues, harming our business and profitability.

Audition Showdown’s efforts to attract competent personnel and the costs of developing and marketing our product will require significant resources. Our expenses or the time to market may be greater than we anticipate and our investments to make the business more efficient may not be successful. In addition, Audition Showdown may need to increase marketing, sales, and other operating expenses in order to grow and expand its operations and to remain competitive. Increases in our costs may adversely affect our business and profitability.

As a growing company, we have to develop effective financial and operational processes and controls.

Effective internal controls and accounting resources are necessary for us to provide reliable financial reports, which, as a growing company, we are still building out with the support of third party professional services firms. Failure to achieve and maintain an effective internal accounting and control environment could cause us to face regulatory action and also cause investors to lose confidence in our reported financial information, either of which could have an adverse effect on our business and financial results.

Risks related to the offering

We expect to raise additional capital through equity offerings and to provide our employees with equity incentives. Therefore, your ownership interest in Audition Showdown is likely to continue to be diluted.

The company might not sell enough securities in this offering to meet its operating needs and fulfill its plans, in which case it will cease operating and you will get nothing. Even if we sell all the common stock we are offering now, the company will possibly need to raise more funds in the future, and if it can’t get them, we may fail. Audition Showdown may offer additional shares of its common stock and/or other classes of equity or debt that convert into shares of common stock, any of which offerings would dilute the ownership percentage of investors in this offering. See “Dilution.” 

Voting control is in the hands of a few large shareholders.

Voting control is concentrated in the hands of a small number of shareholders. You will not be able to influence our policies or any other corporate matter, including the election of directors, changes to our company’s governance documents, expanding any employee equity or option pool, and any merger, consolidation, sale of all or substantially all of our assets, or other major action requiring stockholder approval. See “Securities Being Offered”. These few people will make all major decisions regarding the company. As a minority shareholder, you will not have a say in these decisions.

There is no current market for any of our shares of stock.

There is no formal marketplace for the resale of our common stock. Shares of our common stock may be traded on the over-the-counter market to the extent any demand exists. Investors should assume that they may not be able to liquidate their investment for the foreseeable future.

DILUTION

Dilution means a reduction in value, control, or earnings of the shares the investor owns.

Immediate dilution

An early-stage company typically sells its shares (or grants options over its shares) to its founders and early employees at a very low cash cost, because they are, in effect, putting their “sweat equity” into the company. Occasionally, strategic partners are also interested in investing at an early stage. When the company seeks cash investments from outside investors, like you, the new investors typically pay a much larger sum for their shares than the founders, early employees, or investors from prior financings, which means that the cash value of your stake is diluted because each share of the same type is worth the same amount, and you paid more for your shares than earlier investors did for theirs. Dilution may also be caused by pricing securities at a value higher than book value or expenses incurred in the offering.

The following table demonstrates the price that new investors are paying for their Common Shares with the effective cash price paid by existing shareholders, giving effect to full conversion of all outstanding stock options and outstanding convertible notes and assuming that the shares are sold at $2.00 per share. The table presents shares and pricing as issued and reflects all transactions since inception, which gives investors a better picture of what they will pay for their investment compared to the company’s insiders than just including such transactions for the last 12 months, which is what the Commission requires. The share numbers and amounts in this table assume conversion of all of the company’s convertible securities into Common Shares and conversion of all issued options into Common Shares at weighted average exercise price. The dilution disclosures contained in this section are based upon the instruments issued and outstanding as of April 10, 2020.

An early-stage company typically sells its shares (or grants options over its shares) to its founders and early employees at a very low cash cost, because they are, in effect, putting their “sweat equity” into the company. When the company seeks cash investments from outside investors, like you, the new investors typically pay a much larger sum for their shares than the founders or earlier investors, which means that the cash value of your stake is diluted because all the shares are worth the same amount, and you paid more than earlier investors for your shares.

As at April 10, 2020, the company had outstanding 18,000,000 of Multiple Voting Common Shares and 36,310,200 Common Shares, for a total of 54,310,200 shares issued and outstanding.

Upton completion of this offering, in the event all of the Common Shares are sold, the net tangible book value of the 18,000,000 Multiple Voting Common Shares and the 36,310,200 Common Shares will be $96,883¹ and $98,283², respectively, or approximately $0.01 and $0.00 per share, respectfully. The net tangible book value of the shares of Multiple Voting Common Shares and Common Shares held by our existing shareholders will be increased by $2.00 per share without any additional investment on their part. Investors in the offering will incur an immediate dilution of $2.00 per share.

After completion of this offering, if 25,000,000 Common Shares are sold, investors in this offering will own 40.6% of the total number of Common Shares then outstanding for which they will have made a cash investment of $50 million, or $2.00 per share.

In the event all Common Shares are not sold upon completion of this offering, the following table details the range of possible outcomes from the offering assuming the sale of 100%, 75%, 50% and 25% of the available shares.

Since inception, the officers, directors and affiliated persons have paid an aggregate average price of $0.00 per Common Share in comparison to the offering price of $2.00 per share.

¹ Converted to US dollars at the April 10^th spot exchange rate of 1 US Dollar = 1.3322 Canadian Dollar

² Converted to US dollars at the April 10^th spot exchange rate of 1 US Dollar = 1.3322 Canadian Dollar

Future dilution

Another important way of looking at dilution is the dilution that happens due to future actions by the company. The investor’s stake in a company could be diluted due to the company issuing additional shares. In other words, when the company issues more shares, the percentage of the company that you own will go down, even though the value of the company may go up. You will own a smaller piece of a larger company. This increase in number of shares outstanding could result from a stock offering (such as an initial public offering, another crowdfunding round, a venture capital round, angel investment), employees exercising stock options, or by conversion of certain instruments (e.g. convertible bonds, preferred shares or warrants) into stock.

If the company decides to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned per share (though this typically occurs only if the company offers dividends, and most early stage companies are unlikely to offer dividends, preferring to invest any earnings into the company).

The type of dilution that hurts early-stage investors most occurs when the company sells more shares in a “down round,” meaning at a lower valuation than in earlier offerings. An example of how this might occur is as follows (numbers are for illustrative purposes only):

This type of dilution might also happen upon conversion of convertible notes into shares. Typically, the terms of convertible notes issued by early-stage companies provide that in the event of another round of financing, the holders of the convertible notes get to convert their notes into equity at a “discount” to the price paid by the new investors, i.e., they get more shares than the new investors would for the same price. Additionally, convertible notes may have a “price cap” on the conversion price, which effectively acts as a share price ceiling. Either way, the holders of the convertible notes get more shares for their money than new investors. In the event that the financing is a “down round” the holders of the convertible notes will dilute existing equity holders, and even more than the new investors do, because they get more shares for their money. Investors should pay careful attention to the amount of convertible notes that the company has issued (and may issue in the future, and the terms of those notes.

If you are making an investment expecting to own a certain percentage of the company or expecting each share to hold a certain amount of value, it’s important to realize how the value of those shares can decrease by actions taken by the company. Dilution can make drastic changes to the value of each share, ownership percentage, voting control, and earnings per share.

USE OF PROCEEDS TO ISSUER

The net proceeds of a fully subscribed offering to the issuer will be approximately $45,675,000 million, after deducting the estimated offering expenses of approximately $4,325,000.

The following table sets forth the company’s planned use of the net proceeds under various funding scenarios:

Because the offering is a “best efforts” offering, we may close the offering without sufficient funds for all the intended purposes set out above, or even to cover the costs of this offering.

The company reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

THE COMPANY’S BUSINESS

Overview

Audition Showdown is a software development company incorporated on September 30, 2019 in Ontario, Canada. The company is currently developing its mobile application, Audition Showdown. The application will allow users to upload performances to their Audition Showdown profile, which will be shared with the online community of our users.

Principal Products and Services

Once developed, Audition Showdown will offer a mobile software application. The application is called Audition Showdown and its purpose is to serve as an online platform for artists and performers to showcase their talents to the world. Users will do this by populating an online profile with video clips of performances. This is envisioned to be a creative and collaborative community, where users can comment, like, and share content amongst the userbase. Anyone can create a user profile, which allows them to upload, view, share and vote on contests for free, but if you would like enhanced features, like entering performance contests, you will need to subscribe for a Premium Account. Winners of weekly contests are based on votes they receive. The competitions will be similar to a talent show, like American Idol or America’s Got Talent, but will be available on mobile devices. Users and social media “influencers” can interact through the application and vote on videos to determine weekly contest winners. It is contemplated that contest winners will be rewarded with cash prizes, or unique experiences, and have their performances promoted by influencers and provide exposure to talent agencies, and music producers.

The mobile application will be available through internet-based mobile device app stores. The product is currently in development.

Application Concept:

The system design is to introduce a high-quality platform for artists to get discovered. The experience is highly focused on mobile devices, and content is presented from the discovery queue immediately after starting the app. The application concept it to have no required registration or other steps to interfere with access. The user selects the category of choice: Music, Performing Arts, or Comedy. The viewer can interact with the clip functions in the viewer window or swipe the screen vertically to navigate between clips.  

The app is also contemplated to have a contest functionality. This “virtual talent show” is targeted towards the same people who would participate in an American Idol competition, but provides for a more accessible and scalable format. This virtual format removes the physical barrier to entry by not requiring a participant to attend an audition in person, and the competition can be expanded to a much broader group of participants. Further, the audience of a social media platform has the potential to expand beyond traditional media viewership.

The contest leaderboard is shown in real time. The standings show the video posts in order of popularity and competition rankings, and usernames are linked to each artists’ profile. The user can also search the results of previous contests, and discover artists from previous postings. Only Premium Accounts are eligible to enter the competitions.

Users can quickly discover the leading and trending talent on Audition Showdown by the following filters: top performances of the week, trending talent, and hashtags.

Customers

The target user base of the application will include amateur and professional artists, millennials and Gen Z. Most of our customers will be acquired through marketing and advertising on various social media platforms. Furthermore, additional awareness will be made by the ‘Founding Artists’ who we expect will be endorsing the Audition Showdown application to their established user and fan base.

Customer Acquisition: In-App Marketing

Audition Showdown will market to our target audience through social media platforms. It is the company’s intention to start advertising to potential users that are Facebook and Instagram users, in addition to potential users through Google search.

Social Media Paid Advertising

Facebook offers an advanced method of targeting existing users, remarketing users, and lookalike subscribers through mobile ad campaigns. Remarketing users is an advertising method whereby we will position ads in from of a target audience who has previously interacted with our website or pages. Lookalike subscribers are a group of social network members who resemble, in some way, our target user. Using this methodology, we will generate Facebook and Instagram ads over the following places:

Google Adwords Paid Advertising

We believe targeting mobile users with hyper-specific audience parameters will generate a high volume of app downloads while maintaining a low cost-per-acquisition.

Universal App Campaigns (UACs) are going to serve our ads over the following networks:

Founding Artists

Audition Showdown will be engaging a select group of social media influencers and performing artists to create user profiles and upload content. These artists will have established fan followings and will promote the application at launch to their respective followings, encouraging them to sign up for an Audition Showdown user account to view this content. This is anticipated to create a network effect of adoption. We anticipate entering into agreements with Founding Artists, in which they would be compensated by a combination of both equity and cash payments based on defined referral milestones.

Revenue

We plan to generate revenue from three sources:

Premium Accounts

There will be two types of user accounts for Audition Showdown, Free and Premium. Premium Account users will have access to enhanced product offerings by paying an annual subscription fee of $25 per year. Premium Accounts will have the following benefits:

In-Application Advertising

Audition Showdown will sell advertising space by way of posting images and videos, produced by advertisers, in between content that is native and populated within the application. Ads will be targeted to users based on their location, demographic, profile information and the content a user interacts with.

The advertising model is contemplated that advertisers will create ads and set a budget and bid for each click or thousand impressions that the ad will receive. Users will see these ads within the application, as they interact with content.

Sponsorships

Audition Showdown will run sponsorships, which are promoted contests that users can participate in and compete to win a prize that is sponsored by a particular organization. For example, a beverage company can sponsor a contest for users to develop and publish a song to be used in the beverage company’s marketing campaign materials, and the winner will be rewarded with being involved in the development of this marketing content. Sponsors will enter into a contract for this service and a fee will be negotiated.

Market and Traction

Our market is active smartphone users across the globe. Currently, 3.25 billion people using smartphones to access social media³. The total revenues for the global entertainment and media industry were reported as $2.1trillion and forecasted to rise steadily to up to $2.6 trillion by 2023. Digital revenues accounted for a large share of the entertainment and media industry of total global industry revenue in 2018 (53.1%) and are expected to rise to 61.6% of the total global industry revenue by 2023. ⁴

Development of the mobile live streaming market in North America over the past decade has been influenced by a number of macroeconomic and technological factors and trends. As the North American economy continues to grow, disposable income increases along with demand for cultural and entertainment activities. At the same time, rising penetration rates for smartphones and other smart mobile devices and advances in mobile communication technology drive the increased use of the mobile internet.

Advertising will be made predominantly through the internet and social media. In the future, there could be complementary advertising.

Audition Showdown intends to market its application worldwide. This will be done by having Founding Artists and social media influencers, who we anticipate will assist in the marketing and branding of products to audiences. The company is also planning to involve many “Founding Artists” who will post media to the app and direct their followers to download the app and view it. At launch, the Founding Artists who were involved in the project up to that point will create posts on the application and direct their followers to download and engage within the application.

The company believes that this will help in creating uptake by its target audiences and help in developing their brand.

Competitors and Industry

Competitors

Our major competitors are technology platforms where users can show their talents by uploading videos. Companies that offer products related to mobile short-form video functionality include YouTube, TikTok, Triller, and Quibi, which are all currently better capitalized, have more users and have MVPs and/or completed, functional, software applications.

³ Source: hootsuite.com

⁴ Source: PwC Global Entertainment & Media Outlook 2019-2023  

Companies that provide regional social networks and messaging products, many of which have strong positions in the industry may also eventually compete with the company, including: Facebook, Instagram and Twitter.

Facebook is the most popular mobile social networking app in the United States; in September 2019, 90.9% of U.S. mobile users accessed the Facebook mobile app. Facebook’s other mobile social media properties Facebook Messenger and Instagram were ranked second and third with 64.92% and nearly 57% audience, respectively. The ranking of the most popular mobile social networking apps in the United States as of June 2019 was headed by Facebook, Instagram, Facebook Messenger, and Twitter. These companies all chare similar target markets to Audition Showdown.

(Source: Statista)

Competitive Advantage

The product, Audition Showdown is designed specially to provide a dedicated community platform for the performers to showcase and nurture their talents and help them gain visibility and recognition for their talents which we believe will set it apart from other social media platforms.

Audition Showdown intends to set a new benchmark in providing exceptional customer experience as the application is set to not only reward the winners with cash prizes, or unique experiences, but also provide an opportunity to have their performances promoted by influencers and provide exposure to talent agencies, and music producers.

Intellectual Property

We do not currently have any intellectual property.

Research and Development

As of December 31, 2019, we had not spent any money on research and development.

Employees

The company currently has 3 full-time employees.

Litigation

The company is not involved in any litigation, and its management is not aware of any pending or threatened legal actions relating to its intellectual property, conduct of its business activities, or otherwise.

The Company’s Property

We do not own real property and are not currently leasing our offices. We plan to sign a lease agreement at a co-working space in Culver City, California upon receiving $5,000,000 from this offering.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of our operations together with our financial statements and related notes included in this Offering Circular. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the section entitled “Risk Factors” and elsewhere in this Offering Circular.

Overview

Audition Showdown Inc. was incorporated in Ontario, Canada in 2019.

To date, the company has raised a total of approximately CDN$540,500 in gross proceeds from the sale of 5,405,000 Common Shares sold at CDN$0.10 per share between December 2019 and April 2020 to accredited investors in Canada.

The company is subject to a number of risks similar to other internet application software development companies in the current stage of its life cycle including, but not limited to, the need to obtain adequate additional funding, competitors developing new or superior products and the need to successfully commercialize the company’s product. If the company does not successfully commercialize its main product or mitigate any of these other risks, it will be unable to generate revenue or achieve profitability which could ultimately result in the complete loss of shareholders’ investments and the closing of the company. The company’s current operating plan indicates that it will incur losses from operations and generate negative cash flows from operating activities given ongoing and future expenditures related to our product development and marketing activities.

Results of Operations

Year ended December 31, 2019

The company has not yet generated revenues from operations. Operating expenses in connection with the formation of the company in 2019 consisted of advertising and promotional expenses and professional fees totaling CDN$34,728. The company also made a provision for deferred income taxes of CDN$9,203. As a result of the foregoing expenses and tax deferral, our net loss was CDN$25,525 in 2019.

Liquidity and Capital Resources

Since its inception, the company has funded operations through the issuance of equity securities. As of December 31, 2019, the company had CDN$17,342 in cash and cash equivalents on hand. Subsequent to December 31, 2019, the company raised an additional CDN$515,500 through a private placement offering of Common Shares to accredited investors at a price of CDN$0.10 per share. The company has enough capital to last up to and through the offering, to sustain its current operations. The company has no bank lines or other financing arranged. We believe that the proceeds from the offering, together with our cash and cash equivalent balances will be adequate to meet our liquidity and capital expenditure requirements for the next 12 months. If these sources are not sufficient to meet our cash requirements, we will need to seek additional capital, potentially through private placements of equity or debt, to fund our plan of operations.

Trend Information

We believe that the growing engagement of social media users will favor the success of the application. With urbanization and global technology advancements, more than 5.19 billion people are using mobile phones. There are 4.54 billion people around the world using the internet, of which there are 3.8 billion social media users worldwide in January 2020 as reported in the Digital 2020 Global Overview Report.⁵ The Digital 2020 Global Overview report further indicates that the average internet user now spends 6 hours and 43 minutes online each day of which 3.7 hours are spent using social media and communications apps over mobile phones each day.

Additionally, there is a remarkable shift for the video content in the industry. The online content consumption rate is at an all-time high with a total of 90% of internet users watching online videos each month and 70% listening to music streaming services.⁶

⁵ PwC Global Entertainment & Media Outlook 2019-2023 

⁶ PwC Global Entertainment & Media Outlook 2019-2023

The volume of data growth is soaring, stimulated by the growth of developing markets. It is anticipated that the 4G and 5G services will available to more than 90% of the mobile subscribers in 32 countries by 2023.⁷ It is further anticipated that the launch of 5G networks will enhance the customer experience and accelerate growth for many sub-sectors in the entertainment and media industry, from video games to high definition video streaming of sporting events or online contests.

Plan of Operations

Audition Showdown Inc. will be developing its mobile application, Audition Showdown.

At such time as the application has been beta tested and completed, the company will have the following key performance indicators: number of users, and revenues from advertising, subscriptions, and sponsorships.

Audition Showdown engaged Jonah Group in Toronto, Ontario to complete a discovery phase of development, which includes the design and functionality of the app (“Phase 1”). Jonah Group is an expert in the creation of high-performance custom digital solutions with an emphasis on great user experience, robust architecture, and perfect fit. Phase 1 is complete, and Jonah Group has delivered a finalized design concept that will be used in the next phase of the app’s development. The second phase of development is to leverage the design concept created in Phase 1 by developing the proof of concept for the app and prove out the architecture for the overall system that would validate system scalability, performance, and the approach to media handling and delivery on mobile devices (“Phase 2”). Audition Showdown has not yet requested a proposal from Jonah Group for Phase 2 nor entered into a formal engagement letter.

Jonah Group will be managing the app’s development upon the completion of Phase 2. Audition Showdown anticipates that the cost of developing the app will be approximately $1,250,000. Once Audition Showdown receives $2,000,000 in gross proceeds from this offering, the company will approve the advancement of developing a minimum viable product with Jonah Group. Once the company receives $5,000,000 in gross proceeds from this offering, it will be able to scale the application to accommodate a substantial user base and develop a website that also supports the application’s functionality. Audition Showdown will be regularly involved in the direction and guidance of the application’s development, as required.

The development of a minimum viable product is expected to take 6-7 months, and consist of a team of 8-9 people, including 1 Project Director, 1 Project Manager, 1 part-time Interactive Architect, 1 part-time Business Analysis/Product Owner, 1 Technical Analyst, 5 Developers, and 1 Quality Assurance Tester. Thus, we anticipate that the application could be released in the first half of 2021. This is subject to staffing the software development team with our application development partners, Jonah Group, and the development team adhering to this timeline. There is a risk that development of the app could be delayed due to delays in this process or the inability of the company to raise sufficient capital. If the company does not raise sufficient proceeds from this offering, the company will continue to seek additional capital from its existing shareholders to finance the completion of the application’s development.

Once the application starts to amass a user base of up to 1,000,000, the company will be seeking to build upon product and service ideas generated by the company and its users, and we intend to improve the product offering and customer experience, including but not limited to, enhancing features, improving functionality and implementing new technologies.

Audition Showdown anticipates that upon raising $5,000,000 from this offering, the company will recruit a full-time management team to fill the positions of, among others, Chief Executive Officer, Chief Financial Officer, Chief Marketing Officer, and Chief Product Officer.

If the company raises less than the maximum amount of financing sought in this offering, we would need to reduce the amount of expenditures on employees, marketing, the pace at which we can scale the application, and the ability to develop a functional website that supports the Audition Showdown application.

We believe core operating costs including marketing and operating expenses will remain fairly consistent over the next year, but salaries will increase as we hire additional executives and employees, software development partners, and onboarding corporate Advisors. Legal, insurance, and other administrative expenses will be incurred in the normal course of start-up and operation.

Assuming that the maximum amount of financing sought in this offering is raised, over the next 12 months the company intends to

⁷ PwC Global Entertainment & Media Outlook 2019-2023

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

The company’s officers and directors are as follows. All are occupied full-time on the company’s business. The company does not currently employ any “significant employees” as defined by the Commission.

Biographies

John McMahon

John McMahon is currently our President and CEO. He has served in that position since Audition Showdown’s incorporation in September 2019. In addition to this role, he has been Managing Partner, Thought Launch Capital & Advisory Inc., since 2016; a financial advisory firm located in Toronto, Ontario, Canada and a related party. Prior to this, he was Managing Director, Investment Banking, Industrial Alliance Securities from 2013 to 2016 and Vice Chairman and Head of Investment Banking, Mackie Research Capital Corporation from 2009 to 2013.

Damian Lee

Damian Lee is currently the Chief Creative Officer for Audition Showdown and one of its Founders. He is a producer, writer and director of over fifty feature films with an aggregation of budgets totaling over $200M. He is responsible for helping launch the careers of many stars, including Jim Carrey in the 1983 film Copper Mountain. He directed/produced the perennial teen favorite Ski School in 1990. Continued the Death Wish franchise with Death Wish V, starring Charles Bronson, which he produced in 1994. He produced and wrote the comedy National Lampoon’s Last Resort in 1994. Produced Woman Wanted starring Kiefer Sutherland and Academy Award winner Holly Hunter in 1999. Directed, wrote and produced the festival winner King of Sorrow in 2007. In 2012, he directed and wrote A Dark Truth starring Andy Garcia, Forest Whitaker, and Eva Longoria. In addition to the creative side of production, Mr. Lee also handles significant portions of the financial transactions. He commenced his career over thirty years ago producing television sports shows and has produced over three hundred of them. He holds a BA in Political Science from the University of Guelph.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

The company was formed in September 2019 and did not pay any compensation to its employees, officers and directors during 2019. For the fiscal year ended December 31, 2020, we expect to compensate our executive officers as follows:

The company has entered into employment agreements with each of Mr. McMahon and Mr. Lee. For 2020, the executive officers are entitled to performance bonuses of up to CDN$50,000 that are payable upon the successful launching of the corporate website. The company does not plan to compensate Mr. McMahon and Mr. Lee for their roles as directors.

The company will use a portion of the net proceeds of this offering to compensate its executive officers and employees. See “Use of Proceeds to Issuer.”

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table sets out, as of the date of this Offering Circular, the securities of the company that are owned by executive officers and directors, and other persons holding more than 10% of the company’s voting securities, or having the right to acquire those securities.

*At the date of this Offering Circular, Mr. McMahon’s shares represent 92.53% of the voting power of the company’s equity. If the maximum number of shares in this offering is sold, his voting power will be equal to 88.01% of the voting power of all classes of shares outstanding.

** Brian Boigon is a co-founder and shareholder of the company but has never held any management position and has never been an employee of the company.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Since inception, the company has paid its officers and directors for services in connection with the company’s formation and early operations.

The company paid CDN$56,500 to Thought Launch Capital & Advisory, a corporate advisory firm controlled by John McMahon and a related entity, for its services in organizing the company. The company paid Damian Lee CDN$10,000 for one-time marketing production services related to the development of a corporate promotional video.

SECURITIES BEING OFFERED

General

The company is offering Common Shares in this offering. The following description summarizes important terms of the company’s capital stock. This summary does not purport to be complete and is qualified in its entirety by the provisions of the company’s Certificate of Incorporation and its By-laws, copies of which have been filed as Exhibits to the Offering Statement of which this Offering Circular is a part.

For a complete description of Audition Showdown’s capital stock, you should refer to its Certificate of Incorporation and By-laws.

At the date of this Offering Circular, Audition Showdown’s authorized capital stock consists of an unlimited number of Multiple Voting Shares, no par value per share, and an unlimited number of Common Shares, no par value per share. As of April 10, 2020, 18,000,000 Multiple Voting Shares and 36,310,200 Common Shares were outstanding.

Common Shares and Multiple Voting Shares

Except as set forth below, the rights and privileges of the Common Shares and the Multiple Voting Shares are the same.

Voting Rights

Holders of Common Shares are entitled to one (1) vote per share. Holders of Multiple Voting Shares are entitled to 25 votes per share.

Dividend Rights and Right to Receive Liquidation Distributions

Subject to the prior rights of any other class ranking senior to the Common Shares and the Multiple Voting Shares, the Common Shares and the Multiple Voting Shares rank pari passu, share for share, as to the right to receive dividends, if declared by the board of directors, and any amount payable on any distribution of assets constituting a return of capital and to receive the remaining property and assets of the company on the liquidation, dissolution or winding-up of the company, whether voluntarily or involuntarily, or any other distribution of assets upon winding up.

Rights and Preferences

Except as set forth below, holders of the Common Shares and the Multiple Voting Shares have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to such shares.

Conversion of Multiple Voting Shares

John McMahon is currently the sole “permitted holder” of the Multiple Voting Shares. His immediate family members may become holders of the shares solely in relation to estate or tax planning purposes as further detailed in the Certificate of Incorporation. Each outstanding Multiple Voting Share may, at any time, at the option of the permitted holder, be converted into one fully paid and non-assessable Common Share. If John McMahon ceases to be the permitted holder, the Multiple Voting Shares will be deemed automatically converted.

PLAN OF DISTRIBUTION

Plan of Distribution

The company is offering up to 25,000,000 Common Shares, as described in this Offering Circular. The company has engaged Dalmore Group, LLC, Member FINRA/SIPC, as the broker/dealer of record in order to provide compliance and administrative services.

The company will publicly market the offering using general solicitation through methods that include emails to potential investors, online advertisements, and press releases. We will use the website www.auditionshowdown.com and other social media to provide notification of the offering. Persons who desire information will be directed to a landing page on www.auditionshowdown.com/invest.

This Offering Circular will be furnished to prospective investors via download 24 hours per day, 7 days per week on the company’s website at www.auditionshowdown.com/invest.

The Common Shares sold under this offering have not been qualified for distribution by prospectus in Canada and may not be offered or sold in Canada except pursuant to a Canadian prospectus or a prospectus exemption existing under Canadian securities laws.

Commissions and Discounts

The company has engaged Dalmore Group, LLC (“Dalmore”) a broker-dealer registered with the SEC and a member of FINRA, to perform the following administrative and compliance related functions in connection with this offering, but not for underwriting or placement agent services:

As compensation for the services listed above, the company has agreed to pay Dalmore a commission equal to 1% of the amount raised in the offering to support the offering on all newly invested funds after the issuance of a No Objection Letter by FINRA. In addition, the company has paid Dalmore a one-time advance set up fee of $5,000 to cover reasonable out-of-pocket accountable expenses actually anticipated to be incurred by Dalmore, such as, among other things, preparing the FINRA filing. Dalmore will refund any fee related to the advance to the extent it is not used, incurred or provided to the company. In addition, the company will pay a $20,000 consulting fee that will be due after FINRA issues a No Objection Letter and the Commission qualifies the offering. Assuming all of the Common Shares are sold, the company estimates that total fees due to pay Dalmore, including the advance set up fee, would be $525,000 for a fully-subscribed offering.

Investors’ Tender of Funds

After the Offering Statement has been qualified by the Commission, the company will accept tenders of funds to purchase the Common Shares. The company may close on investments on a “rolling” basis (so not all investors will receive their shares on the same date. Investors may subscribe by tendering funds via credit card, debit card, wire or ACH only, checks will not be accepted. Upon closing, funds tendered by investors will be made available to the company for its use.

In order to invest you will be required to subscribe to the offering via the company’s website on the offering landing page and agree to the terms of the offering, subscription agreement, and any other relevant exhibit attached thereto.

In the event that it takes some time for the company to raise funds in this offering, the company will rely on funds raised in any offerings from accredited investors.

Perks

At stepped investment levels, the company plans to offer investment packages that provide various incentives, including admissions benefits and VIP status on the company’s attractions. The company plans to offer the following benefits at various levels of investment:

TAX CONSEQUENCES FOR RECIPIENT (INCLUDING FEDERAL, STATE, LOCAL AND FOREIGN INCOME TAX CONSEQUENCES) WITH RESPECT TO THE INVESTMENT BENEFIT PACKAGES ARE THE SOLE RESPONSIBILITY OF THE INVESTOR. INVESTORS MUST CONSULT WITH THEIR OWN PERSONAL ACCOUNTANT(S) AND/OR TAX ADVISOR(S) REGARDING THESE MATTERS.

AUDITION SHOWDOWN INC.

FINANCIAL STATEMENTS

DECEMBER 31, 2019

AUDITION SHOWDOWN INC.

DECEMBER 31, 2019

CONTENTS

GCSE LLP The Madison Centre 4950 Yonge Street, Suite 1900 Toronto, ON M2N 6K1   T: +1 416 512 6000 F: +1 416 512 9800 www.gcsellp.com

INDEPENDENT AUDITOR’S REPORT

To the Shareholders of

Audition Showdown Inc. : 

Report on the Financial Statements

We have audited the accompanying financial statements of Audition Showdown Inc., which comprise the statement of financial position as of December 31, 2019, and the related statements of loss and comprehensive loss, changes in deficit and cash flow for the period from the date of incorporation on September 30, 2019 to December 31, 2019, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Audition Showdown Inc. as of December 31, 2019, and the results of its operations and its cash flow for the period from the date of incorporation on September 30, 2019 to December 31, 2019 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

AUDITION SHOWDOWN INC.

STATEMENT OF FINANCIAL POSITION

AS AT DECEMBER 31, 2019

(See accompanying notes to financial statements)

On behalf of the Board

AUDITION SHOWDOWN INC. 

STATEMENT OF LOSS AND COMPREHENSIVE LOSS

FOR THE PERIOD FROM SEPTEMBER 30, 2019 TO DECEMBER 31, 2019

(See accompanying notes to financial statements)

AUDITION SHOWDOWN INC. 

STATEMENT OF CHANGES IN DEFICIT

FOR THE PERIOD FROM SEPTEMBER 30, 2019 TO DECEMBER 31, 2019

Expressed in Canadian Dollars

(See accompanying notes to financial statements)

AUDITION SHOWDOWN INC.

STATEMENT OF CASH FLOW

FOR THE PERIOD FROM SEPTEMBER 30, 2019 TO DECEMBER 31, 2019

(See accompanying notes to financial statements)

AUDITION SHOWDOWN INC.

NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2019

Expressed in Canadian Dollars

Audition Showdown Inc. (the “Company”) was incorporated on September 30, 2019 under the laws of the Province of Ontario, Canada. The address of the Company’s registered office is 130 King Street West, Suite 2950, Toronto, Ontario.

The Company plans to develop and maintain a social media platform that focuses on talent and performance.

The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.

The audited financial statements were approved and authorized for issuance by the Company’s Board of Directors on May 1, 2020.

Basis of measurement

These financial statements have been prepared under the historical cost basis, except for specific financial instruments which are measured at fair market value, as explained in the accounting policies below.

Functional and presentation currency

The Company’s financial statements are reported in Canadian dollars which is its functional and presentation currency.

Adoption of IFRS standards

These financial statements are the first financial statements prepared in accordance with IFRS. The Company has adopted IFRS effective September 30, 2019 (“the transition date”), the date of incorporation and commencement of operations.

New standards and interpretations not yet adopted

Certain new accounting standards and interpretations have been published that are not mandatory for December 31, 2019 reporting period. Based on Company’s assessment of the impact of such standards, there are no standards that are not yet effective and that would be expected to have a material impact of the entity in the current and future reporting periods and on foreseeable future transactions.

Estimation uncertainty

In preparing the Company’s financial statements, management is required to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses during the reporting period. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. The actual results may differ from the estimates and assumptions by management. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

AUDITION SHOWDOWN INC.

NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2019

Expressed in Canadian Dollars

Estimation uncertainty (continued)

Key Sources of Estimation Uncertainty

The following are the key estimates and related assumptions concerning the sources of estimation uncertainty that have a significant risk of causing adjustments to the carrying amount of assets and liabilities:

Income taxes

Deferred tax assets (if any) are recognized only to the extent it is considered probable that those assets will be recoverable. This involves an assessment of when those deferred tax assets are likely to reverse.

Judgments are made by management to determine the likelihood of whether deferred tax assets will be realized from future taxable earnings. To the extent that assumptions regarding future profitability change, there can be an adjustment in the deferred tax assets as well as an income impact in the period in which the change occurs.

The determination of the Company’s income and other tax liabilities requires interpretation of complex laws and regulations. All tax filings are subject to audit and potential reassessment after the lapse of considerable time. Accordingly, the actual income tax liability may differ significantly from that estimated and recorded by management.

The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been consistently applied during the period presented.

Cash

Cash consists of cash held in bank accounts with Canadian Chartered Banks and cash on hand.

Financial instruments

Financial instruments are contracts that give rise to a financial asset or a financial liability. The Company initially recognizes financial assets and financial liabilities when it becomes a party to the contractual provisions of the financial instruments. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. The Company de- recognizes financial liabilities when the obligations are discharged, cancelled or expire.

Financial assets are classified in the following measurement categories: amortized cost, fair value through other comprehensive income (“FVTOCI”) or fair value through profit or loss (“FVTPL”). Financial liabilities are classified in the following measurement categories: amortized cost or FVTPL.

All financial assets and financial liabilities are initially measured at fair value plus or minus, in the case of an item not classified as FVTPL, directly attributable transaction costs.

AUDITION SHOWDOWN INC. 

NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2019

Expressed in Canadian Dollars

Financial instruments (continued)

Financial assets

The Company’s financial assets consist of cash. Cash is measured at FVTPL.

Amortized cost

Financial assets classified as amortized cost are non-derivative assets with fixed or determinable payments that are not quoted in an active market. They are carried at amortized cost less any provision for impairment. Individually significant receivables are considered for impairment when they are past due or when other objective evidence is received that a specific counterparty will default.

Fair value through profit or loss

Financial assets classified as FVTPL are measured at fair value with changes in fair value recognized in net profit or loss.

Fair value through other comprehensive income

Financial assets classified as FVTOCI are non-derivative financial assets that are not held for trading and the Company has made an irrevocable election at the time of initial recognition to measure the assets at FVTOCI. They are carried at fair value with unrealized gains or losses recognized in other comprehensive income or loss.

Impairment of financial assets

Financial assets not measured as FVTPL are assessed for indicators of impairment a the end of each reporting period. Financial assets are impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial assets, the estimated future cash flows of the financial assets have been negatively impacted. Evidence of impairment could include: significant financial difficulty of the issuer or counterpart; default or delinquency in interest or principal payments; or the likelihood that the borrower will enter bankruptcy or financial reorganization.

Financial liabilities

The Company’s financial liabilities consist of accounts payable and accrued liabilities. Accounts payable and accrues liabilities are measured at amortized cost.

Amortized cost

After initial recognition at fair value, financial liabilities are measured at amortized cost using the effective interest method, with interest recognized on an effective yield basis. The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest costs over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability or to the net carrying amount on initial recognition. Any changes in value are recognized in the statements of income and comprehensive income.

Fair value through profit or loss

This category comprises of financial liabilities incurred related to held for trading or derivative instruments. They are carried in the statement of financial position at fair value with changes in fair value recognized in the statement of comprehensive income.

AUDITION SHOWDOWN INC.

NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2019

Expressed in Canadian Dollars

Share capital

Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial assets. The Company’s common shares are classified as equity instruments. Transaction costs directly attributable to the issue of common shares are recognized as a deduction from equity.

Income taxes

Income tax expense comprises current and deferred tax. Income tax expense is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognized on any temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable earnings. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized and the liability is settled. The effect of a change in the enacted or substantively enacted tax rates is recognized in net earnings and comprehensive income or in equity depending on the item to which the adjustment relates.

A deferred tax asset is recognized to the extent that is probable that future taxable profits will be available against which the temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Foreign currency

Monetary assets and liabilities denominated in foreign currencies are translated into Canadian dollars at the rate of exchange prevailing at the statement date. Non-monetary assets and liabilities denominated in foreign currencies are translated into Canadian dollars at historical exchange rates. Revenue and expense items, other than amortization, are translated at the rate of exchange in effect on the transaction date. An exchange gain or loss that arises on translation or settlement of a foreign currency denominated monetary item is included in the determination of total comprehensive income for the year.

Related parties

Parties are considered to be related if one party has the ability, directly or indirectly to control the other party or exercise significant influence over the other party in making operating and financial decisions. Parties are also related if they are under common control or common significant influence. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Related party transactions that are in the normal course of business and have commercial substance and are measured at the fair value.

AUDITION SHOWDOWN INC.

NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2019

Expressed in Canadian Dollars

Other comprehensive income (loss)

Other comprehensive income (loss) is the change in the Company’s net assets that results from transactions, events and circumstances from sources other than the Company’s shareholders and includes items that are not included in net profit or loss such as unrealized gains or losses on available-for-sale investments, gains or losses on certain derivative instruments and foreign currency gains or losses related to translation of the financial statements of foreign operations and items that will be reclassified subsequently directly to equity. The Company’s comprehensive income (loss), components of other comprehensive income and cumulative translation adjustments are presented in the statements of comprehensive income (loss) and the statements of changes in equity (deficit).

Loss per share

Per IAS 33 “Earnings per Share” applies to a company whose common shares or potential common shares are traded in a public market or that files, or is in the process of filing, its financial statements with a securities commission or other regulatory organization for the purpose of issuing common shares in a public market. Loss per share is computed by dividing the loss for the period by the weighted average number of common shares outstanding during the period, including contingently issuable shares which are included when the conditions necessary for issuance have been met. Diluted loss per share is calculated in a similar manner, except that the weighted average number of common shares outstanding is increased to include potentially issuable common shares from the assumed exercise of common share purchase options and warrants, if dilutive. As at December 31, 2019, the Company did not have any stock options or warrants issued.

Accounts payable and accrued liabilities are comprised as follows:

Due from shareholders

These receivables are non-interest bearing, unsecured and have no specific terms of repayment.

Accounts payable and accrued liabilities

Included in accounts payable and accrued liabilities are amounts owing to Thought Launch Capital & Advisory, a company under common management, in the amount of $8,350.

Compensation of key management personnel

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly and indirectly, and include directors. No salaries or other benefits were paid to key management personnel, including directors, during the year.

Unless otherwise noted, related party transactions are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

AUDITION SHOWDOWN INC.

NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2019

Expressed in Canadian Dollars

Authorized, unlimited number of:

Common shares, no par value

Multiple voting shares, each share has 25 votes, no par value

During the period ended December 31, 2019, the Company entered into the following capital transaction:

Subsequent to the period ended December 31, 2019, the Company entered into the following capital transactions:

The Company’s income tax provision varies from the amount that would otherwise result from the application of the combined effective Canadian federal and provincial income tax rate to loss before income taxes. The difference results from the following:

The Company has losses carried forward for income tax purposes totaling $34,728 as at December 31, 2019 which are available to reduce taxable income in future periods. The tax losses will expire at the end of fiscal 2039.

AUDITION SHOWDOWN INC.

NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2019

Expressed in Canadian Dollars

Deferred income tax asset

The income tax effects of temporary differences that give rist to future income tax asset are as follows:

The financial instruments of the Company that are recorded at fair value have been classified into levels using a fair value hierarchy. The three levels of the fair value hierarchy are defined below:

Assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. As at December 31, 2019, the Company’s cash was classified as Level 1 measurement. As at December 31, 2019, the Company had no financial instruments classified at Level 2 and Level 3.

Fair values

Except as disclosed elsewhere in these financial statements, the carrying amounts for the Company’s financial instruments approximate their fair values because of the short-term nature of these items.

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:

Credit risk

Credit risk arises from the potential that counterparties will fail to satisfy their obligations as they come due. Credit risk is managed by dealing with counterparties that the Company believes to be creditworthy and by actively monitoring credit exposure and the financial health of the counterparties. The Company does not have a significant exposure to any individual third party.

Liquidity risk

Liquidity risk is the risk the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled in cash or other financial assets. The Company’s approach to manage liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. The majority of current assets reflected on the statements of financial position are highly liquid. As at December 31, 2019, the Company had current assets of $23,490 to settle current liabilities of $29,018. The Company does not anticipate any issues with repayment of the current liabilities as they come due.

AUDITION SHOWDOWN INC.

NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2019

Expressed in Canadian Dollars

Foreign exchange risk

Foreign exchange risk arises from the possibility that changes in the price of foreign currencies will result in changes in carrying value. The Company does not hold any assets denominated in currencies other than the Canadian dollar and is not subject to foreign currency risk.

Capital management

As at December 31, 2019, the Company was not subject to any regulatory capital requirements. The Company’s capital is composed of equity, including shareholders’ equity and deficit.

The Company’s objectives when managing capital include:

PART III

INDEX TO EXHIBITS

* Previously filed.

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Ontario, on June 16, 2020.

This Offering Statement has been signed by the following persons in the capacities and on the dates indicated.

III-2

Exhibit 2.2

ARTICLES OF AMENDMENT

STATUTS DE MODIFICATION

Form 3 Business Corporations Act    

Formule 3 Loi sur les sociétés par actions

1A

The articles of Audition Showdown (the “Corporation”) are amended as follows:

(a) Delete, in their entirety, the provisions of Article 8 of the Articles of Incorporation of the Corporation, effectively removing the restrictions on the transfer of the Corporation’s shares and replace with “None”.

(b) Delete paragraphs (a), (b) and (c) under Article 9 of the Articles of Incorporation of the Corporation, effectively removing the limit to the number of shareholders, the prohibitions for the public to subscribe for securities and the lien on shares and replace with “None”.

Exhibit 4

Audition Showdown, Inc.

SUBSCRIPTION AGREEMENT

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE SECURITIES ACT. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO SUBSCRIBER IN CONNECTION WITH THIS OFFERING, OVER THE WEB-BASED PLATFORM MAINTAINED BY THE COMPANY. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

INVESTORS WHO ARE NOT “ACCREDITED INVESTORS” (AS THAT TERM IS DEFINED IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT) ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST, AS SET OUT IN SECTION 4. THE COMPANY IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY EACH SUBSCRIBER IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY SUBSCRIBER IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

THE COMPANY MAY NOT BE OFFERING THE SECURITIES IN EVERY STATE. THE OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH THE SECURITIES ARE NOT BEING OFFERED.

THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/OR ACCEPT OR REJECT IN WHOLE OR IN PART ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE AMOUNT OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE. EXCEPT AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE.

40 King Street West, Suite 1700

Toronto, Ontario, Canada, M5H 3Y2

Ladies and Gentlemen:

1. Subscription.

(a) The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Shares , no par value per share (the “Shares”), of Audition Showdown, Inc., an Ontario, Canada corporation (the “Company”). Such purchases shall be made at a purchase price of $2.00 per Share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum purchase that may be made by any Subscriber shall be $250. Subscriptions for investment below the minimum investment may be accepted at the discretion of the Company. The purchase price of each Share is payable in the manner provided in Section 2(a) below. The Shares being subscribed for under this Subscription Agreement and subscribed for herein are sometimes referred to as the “Securities.” The rights and preferences of the Shares are as set forth in the Articles of Incorporation, as amended, of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).

(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _____, 2020 (the “Offering Circular”), filed with the SEC as part of the Offering Statement. By subscribing to the Offering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement and any other information required by Subscriber to make an investment decision with respect to the Securities. 

(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of the Shares that Subscriber has subscribed to purchase hereunder. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.

(d) The aggregate number of Shares that may be sold by the Company in this offering shall not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). There is no minimum required offering amount and the Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing Date”).

(e)  In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

(g)  The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

2. Purchase Procedure.

(a) Payment. The purchase price for the Shares shall be paid simultaneously with the execution and delivery to the Company of the signature page of this Subscription Agreement. Subscriber shall deliver a signed copy of this Subscription Agreement, along with payment for the aggregate purchase price of the Securities by ACH electronic transfer or by wire transfer to an account designated by the Company, by credit or debit card, or by any combination of such methods.

(b) Subscription Arrangements. Subscriber shall deliver payment directly to the Company via the Company’s website on the offering landing page in the amount of Subscriber’s subscription and agree to the terms of the offering, subscription agreement, and any other relevant exhibit attached thereto. Subscribers should note that prior to receipt by the Company, credit and debit card payments will incur transaction fees charged by the third-party card processing service.

Upon such each Closing Date, the Subscriber’s funds shall be released to the Company. The Subscriber shall receive notice and evidence of the digital entry of the number of the Securities owned by Subscriber reflected on the books and records of the Company and verified by Capital Transfer Agency (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A. Upon written instruction by the Subscriber, the Transfer Agent may record the Shares beneficially owned by the Subscriber on the books and records of the Company in the name of any other entity as designated by the Subscriber.

3. Representations and Warranties of the Company. The Company represents and warrants to Subscriber that the following representations and warranties are true and complete in all material respects as of the date of each Closing, except as otherwise indicated. For purposes of this Agreement, an individual shall be deemed to have “knowledge” of a particular fact or other matter if such individual is actually aware of such fact. The Company will be deemed to have “knowledge” of a particular fact or other matter if one of the Company’s current officers has, or at any time had, actual knowledge of such fact or other matter.

(a) Organization and Standing. The Company is a corporation duly formed, validly existing and in good standing under the laws of the Province of Ontario, Canada. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

(b) Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement have been duly authorized by all necessary corporate action on the part of the Company. The Securities, when issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

(c) Authority for Agreement. The acceptance by the Company of this Subscription Agreement, and the consummation of the transactions contemplated hereby (including the issuance, sale and delivery of the Securities) are within the Company’s powers and have been duly authorized by all necessary corporate action on the part of the Company. Upon the Company’s acceptance of this Subscription Agreement, this Subscription Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws. 

(d) No Filings. Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 4 hereof, no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official is required by or with respect to the Company in connection with the acceptance, delivery and performance by the Company of this Subscription Agreement except (i) for such filings as may be required under Regulation A or under any applicable state securities laws, (ii) for such other filings and approvals as have been made or obtained, or (iii) where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would not have a material adverse effect on the ability of the Company to perform its obligations hereunder.

(e) Capitalization. The authorized and outstanding securities of the Company immediately prior to the initial Closing is as set forth in “Securities Being Offered” in the Offering Circular. Except as set forth in the Offering Circular, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), or agreements of any kind (oral or written) for the purchase or acquisition from the Company of any of its securities.

(f) Financial Statements. Complete copies of the Company’s financial statements consisting of the statement of financial position of the Company as at December 31, 2019 and the related statements of loss and comprehensive loss, changes in deficit and cash flows for the period from the date of incorporation on September 30, 2019 to December 31, 2019 (the “Financial Statements”) have been made available to the Subscriber and appear in the Offering Circular. The Financial Statements are based on the books and records of the Company and fairly present, in all material respects, the financial condition of the Company as of the dates they were prepared and the results of the operations and cash flows of the Company for the period indicated. GCSE LLP, which has audited the Financial Statements, is an independent accounting firm within the rules and regulations adopted by the SEC.

(g) Proceeds. The Company shall use the proceeds from the issuance and sale of the Shares sold in the offering as set forth in “Use of Proceeds to Issuer” in the Offering Circular.

(h) Litigation. Except as disclosed in the Offering Circular, there is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) to the Company’s knowledge, against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

4. Representations and Warranties of Subscriber. By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Shares subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as such Subscriber’s respective Closing Date:

(a) Requisite Power and Authority. Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful subscription to the offering have been or will be effectively taken prior to the Closing Date. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (ii) as limited by general principles of equity that restrict the availability of equitable remedies.

(b) Investment Representations. Subscriber understands that the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Subscriber’s representations contained in this Subscription Agreement.

(c) Company Information. Subscriber understands that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Offering Circular. Subscriber has had such opportunity to discuss the Company’s business, management and financial affairs with directors, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. Subscriber has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment. Subscriber acknowledges that except as set forth herein, no representations or warranties have been made to Subscriber, or to Subscriber’s advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition.

(d) Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list any of the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber’s entire investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities.

(e) Accredited Investor Status or Investment Limits. Subscriber represents that either:

(i) Subscriber is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act; or

(ii) The purchase price, together with any other amounts previously used to purchase Shares in this offering, does not exceed 10% of the greater of Subscriber’s annual income or net worth (or in the case where Subscriber is a non-natural person, their revenue or net assets for such Subscriber's most recently completed fiscal year end).

Subscriber represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice. 

(f) Shareholder Information. Within five days after receipt of a request from the Company, Subscriber hereby agrees to provide such information with respect to its status as a shareholder (or potential shareholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject. Subscriber further agrees that in the event it transfers any Securities, it will require the transferee of such Securities to agree to provide such information to the Company as a condition of such transfer.

(g) Valuation. Subscriber acknowledges that the price of the Securities to be sold in this offering was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. Subscriber further acknowledges that future offerings of securities of the Company may be made at lower valuations, with the result that Subscriber’s investment will bear a lower valuation.

(h) Domicile. Subscriber maintains Subscriber’s domicile (and is not a transient or temporary resident) at the address shown on the signature page.

(i) No Brokerage Fees. There are no claims for brokerage commission, finders’ fees or similar compensation in connection with the transactions contemplated by this Subscription Agreement or related documents based on any arrangement or agreement binding upon Subscriber.

(j) Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Subscriber’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of Subscriber’s jurisdiction.

5. Survival of Representations and Indemnity. The representations, warranties and covenants made by Subscriber herein shall survive the Termination Date. Subscriber agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by Subscriber to comply with any covenant or agreement made by Subscriber herein or in any other document furnished by Subscriber to any of the foregoing in connection with this transaction.

6. Governing Law; Jurisdiction. This Subscription Agreement shall be governed and construed in accordance with the laws of the State of Delaware.

EACH OF THE SUBSCRIBER AND THE COMPANY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE STATE OF DELAWARE AND NO OTHER PLACE AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS SUBSCRIPTION AGREEMENT MAY BE LITIGATED IN SUCH COURTS. EACH OF SUBSCRIBER AND THE COMPANY ACCEPTS FOR ITSELF AND HIMSELF AND IN CONNECTION WITH ITS AND HIS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS SUBSCRIPTION AGREEMENT. SUBSCRIBER AND THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN THE MANNER AND IN THE ADDRESS SPECIFIED IN SECTION 7 AND PROVIDED WITH THE EXECUTION OF THIS SUBSCRIPTION AGREEMENT. 

7. Notices. Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed on the date of such delivery to the address of the respective parties as follows:

If to the Company, to:

Audition Showdown, Inc.

1000 Washington Blvd, Suite 600

Culver City, CA 90232

If to Subscriber, at Subscriber’s address supplied in connection with this subscription, or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by email shall be confirmed by letter given in accordance with (a) or (b) above.

8. Miscellaneous.

(a) All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require. 

(b) This Subscription Agreement is not transferable or assignable by Subscriber.

(c) The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Subscriber and its heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns.

(d) None of the provisions of this Subscription Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Subscriber.

(e) In the event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement.

(f) The invalidity, illegality or unenforceability of one or more of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

(g) This Subscription Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.

(h) The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.

(i) The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

(j) This Subscription Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

(k) If any recapitalization or other transaction affecting the stock of the Company is effected, then any new, substituted or additional securities or other property which is distributed with respect to the Securities shall be immediately subject to this Subscription Agreement, to the same extent that the Securities, immediately prior thereto, shall have been covered by this Subscription Agreement.

(l) No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. 

(Signature Page Follows)

AUDITION SHOWDOWN, INC.

SUBSCRIPTION AGREEMENT SIGNATURE PAGE

The undersigned, desiring to purchase Series S Preferred Stock of Audition Showdown, Inc., by executing this signature page, hereby executes, adopts and agrees to all terms, conditions and representations of the Subscription Agreement.

The undersigned Subscriber hereby elects to purchase _________________ Shares ($ __________) under the Subscription Agreement.

*    *    *    *    *

Note: The Company will issue electronic stock certificates for the Shares in the name of the Subscriber to the email address provided above.

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Exhibit 6.1

Broker-Dealer Agreement

This amended agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Audition Showdown, Inc. (“Client”) an Ontario, Canada Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective of June 8, 2020 (the “Effective Date”):

Whereas, Dalmore is a registered broker-dealer providing technology and services in the equity and debt securities market, including offerings conducted via SEC approved exemptions such as Reg D 506(b), 506(c), Regulation A+, Reg CF and others;

Whereas, Client is offering securities directly to the public in an offering exempt from registration under Regulation A+ (the “Offering”); and

Whereas, Client recognizes the benefit of having Dalmore as a service provider for investors who participate in the Offering (“Investors”).

Now, Therefore, in consideration of the mutual promises and covenants contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Appointment, Term, and Termination

a. Client hereby engages and retains Dalmore to provide operations and compliance services at Client’s discretion.

b. The Agreement will commence on the Effective Date and will remain in effect for a period of twelve (12) months and will renew automatically for successive renewal terms of twelve (12) months each unless any party provides notice to the other party of non-renewal at least sixty (60) days prior to the expiration of the current term. If Client defaults in performing the obligations under this Agreement, the Agreement may be terminated (i) upon sixty (60) days written notice if Client fails to perform or observe any material term, covenant or condition to be performed or observed by it under this Agreement and such failure continues to be unremedied, (ii) upon written notice, if any material representation or warranty made by either Provider or Client proves to be incorrect at any time in any material respect, (iii) in order to comply with a Legal Requirement, if compliance cannot be timely achieved using commercially reasonable efforts, after providing as much notice as practicable, or (iv) upon thirty (30) days’ written notice if Client or Dalmore commences a voluntary proceeding seeking liquidation, reorganization or other relief, or is adjudged bankrupt or insolvent or has entered against it a final and unappeable order for relief, under any bankruptcy, insolvency or other similar law, or either party executes and delivers a general assignment for the benefit of its creditors. The description in this section of specific remedies will not exclude the availability of any other remedies. Any delay or failure by Client to exercise any right, power, remedy or privilege will not be construed to be a waiver of such right, power, remedy or privilege or to limit the exercise of such right, power, remedy or privilege. No single, partial or other exercise of any such right, power, remedy or privilege will preclude the further exercise thereof or the exercise of any other right, power, remedy or privilege. All terms of the Agreement, which should reasonably survive termination, shall so survive, including, without limitation, limitations of liability and indemnities, and the obligation to pay Fees relating to Services provided prior to termination.

2. Services. Dalmore will perform the services listed on Exhibit A attached hereto and made a part hereof, in connection with the Offering (the “Services”). Unless otherwise agreed to in writing by the parties.

3. Compensation. As compensation for the Services, Client shall pay to Dalmore a fee equal to one hundred (100) basis points on the aggregate amount raised by the Client from Investors. This will only start after FINRA Corporate Finance issues a No Objection Letter for the offering.

There will also be a one time advance payment for out of pocket expenses of $5,000. Payment is due and payable upon execution of this agreement. The advance payment will cover expenses anticipated to be incurred by the firm such a preparing the FINRA filing, due diligence expenses, working with the Client’s SEC counsel in providing information to the extent necessary, and any other services necessary and required prior to the approval of the offering. The firm will refund a portion of the payment related to the advance to the extent it was not used, incurred or provided to the Client.

The Client shall also engage Dalmore as a consultant to provide ongoing general consulting services relating to the Offering such as coordination with third party vendors and general guidance with respect to the Offering. The Client will pay a one time Consulting Fee of $20,000 which will be due and payable within 30 dats after FINRA issues a No Objection Letter and the Client receives SEC Qualification.

4. Regulatory Compliance

a. Client and all its third party providers shall at all times (i) comply with direct requests of Dalmore; (ii) maintain all required registrations and licenses, including foreign qualification, if necessary; and (iii) pay all related fees and expenses (including the FINRA Corporate Filing Fee), in each case that are necessary or appropriate to perform their respective obligations under this Agreement. Client shall comply with and adhere to all Dalmore policies and procedures.

FINNRA Corporate Filing Fee for this $50,000,000, best efforts offering will be $8,000, and will be a pass- through fee payable to Dalmore, from the Client, who will then forward it to FINRA as payment for the filing.

b. Client and Dalmore will have the shared responsibility for the review of all documentation related to the Transaction but the ultimate discretion about accepting a client will be the sole decision of the Client. Each Investor will be considered to be that of the Client’s and NOT Dalmore.

c. Client and Dalmore will each be responsible for supervising the activities and training of their respective sales employees, as well as all of their other respective employees in the performance of functions specifically allocated to them pursuant to the terms of this Agreement.

d. Client and Dalmore agree to promptly notify the other concerning any material communications from or with any Governmental Authority or Self Regulatory Organization with respect to this Agreement or the performance of its obligations, unless such notification is expressly prohibited by the applicable Governmental Authority.

5. Role of Dalmore. Client acknowledges and agrees that Client will rely on Client’s own judgment in using Dalmore’ Services. Dalmore (i) makes no representations with respect to the quality of any investment opportunity or of any issuer; (ii) does not guarantee the performance to and of any Investor; (iii) will make commercially reasonable efforts to perform the Services in accordance with its specifications; (iv) does not guarantee the performance of any party or facility which provides connectivity to Dalmore; and (v) is not an investment adviser, does not provide investment advice and does not recommend securities transactions and any display of data or other information about an investment opportunity, does not constitute a recommendation as to the appropriateness, suitability, legality, validity or profitability of any transaction. Nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship of any kind.

6. Indemnification.

a. Indemnification by Client. Client shall indemnify and hold Dalmore, its affiliates and their representatives and agents harmless from, any and all actual or direct losses, liabilities, judgments, arbitration awards, settlements, damages and costs (collectively, “Losses”), resulting from or arising out of any third party suits, actions, claims, demands or similar proceedings (collectively, “Proceedings”) to the extent they are based upon (i) a breach of this Agreement by Client, (ii) the wrongful acts or omissions of Client, or (iii) the Offering.

b. Indemnification by Dalmore. Dalmore shall indemnify and hold Client, Client’s affiliates and Client’s representatives and agents harmless from any Losses resulting from or arising out of Proceedings to the extent they are based upon (i) a breach of this Agreement by Dalmore or (ii) the wrongful acts or omissions of Dalmore or its failure to comply with any applicable federal, state, or local laws, regulations, or codes in the performance of its obligations under this Agreement.

c. Indemnification Procedure. If any Proceeding is commenced against a party entitled to indemnification under this section, prompt notice of the Proceeding shall be given to the party obligated to provide such indemnification. The indemnifying party shall be entitled to take control of the defense, investigation or settlement of the Proceeding and the indemnified party agrees to reasonably cooperate, at the indemnifying party's cost in the ensuing investigations, defense or settlement.

7. Notices. Any notices required by this Agreement shall be in writing and shall be addressed, and delivered or mailed postage prepaid, or faxed or emailed to the other parties hereto at such addresses as such other parties may designate from time to time for the receipt of such notices. Until further notice, the address of each party to this Agreement for this purpose shall be the following:

If to the Client:

Audition Showdown, Inc

1700 – 40 King Street West

Toronto, Ontario, Canada M5H 3Y2

Attn: John McMahon, Managing Partner

Tel: (647) 271-1312

jmcmahon@thoughtlaunch.ca

If to the Dalmore:

Dalmore Group, LLC.

525 Green Place

Woodmere, NY 11598

Attn: Etan Butler, Chairman

Tel: 917-887-1948

etan@dalmorefg.com

8. Confidentiality and Mutual Non-Disclosure:

a. Confidentiality.

i. Included Information. For purposes of this Agreement, the term “Confidential Information” means all confidential and proprietary information of a party, including but not limited to (i) financial information, (ii) business and marketing plans, (iii) the names of employees and owners, (iv) the names and other personally-identifiable information of users of the third-party provided online fundraising platform, (v) security codes, and (vi) all documentation provided by Client or Investor.

ii. Excluded Information. For purposes of this Agreement, the term “confidential and proprietary information” shall not include (i) information already known or independently developed by the recipient without the use of any confidential and proprietary information, or (ii) information known to the public through no wrongful act of the recipient.

iii. Confidentiality Obligations. During the Term and at all times thereafter, neither party shall disclose Confidential Information of the other party or use such Confidential Information for any purpose without the prior written consent of such other party. Without limiting the preceding sentence, each party shall use at least the same degree of care in safeguarding the other party’s Confidential Information as it uses to safeguard its own Confidential Information. Notwithstanding the foregoing, a party may disclose Confidential Information (i) if required to do by order of a court of competent jurisdiction, provided that such party shall notify the other party in writing promptly upon receipt of knowledge of such order so that such other party may attempt to prevent such disclosure or seek a protective order; or (ii) to any applicable governmental authority as required by applicable law. Nothing contained herein shall be construed to prohibit the SEC, FINRA, or other government official or entities from obtaining, reviewing, and auditing any information, records, or data. Issuer acknowledges that regulatory record-keeping requirements, as well as securities industry best practices, require Provider to maintain copies of practically all data, including communications and materials, regardless of any termination of this Agreement.

9. Miscellaneous.

a. ANY DISPUTE OR CONTROVERSY BETWEEN THE CLIENT AND PROVIDER RELATING TO OR ARISING OUT OF THIS AGREEMENT WILL BE SETTLED BY ARBITRATION BEFORE AND UNDER THE RULES OF THE ARBITRATION COMMITIEE OF FINRA.

b. This Agreement is non-exclusive and shall not be construed to prevent either party from engaging in any other business activities

c. This Agreement will be binding upon all successors, assigns or transferees of Client. No assignment of this Agreement by either party will be valid unless the other party consents to such an assignment in writing. Either party may freely assign this Agreement to any person or entity that acquires all or substantially all of its business or assets. Any assignment by the either party to any subsidiary that it may create or to a company affiliated with or controlled directly or indirectly by it will be deemed valid and enforceable in the absence of any consent from the other party.

d. Neither party will, without prior written approval of the other party, place or agree to place any advertisement in any website, newspaper, publication, periodical or any other media or communicate with the public in any manner whatsoever if such advertisement or communication in any manner makes reference to the other party, to any person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control, with the other party and to the clearing arrangements and/or any of the Services embodied in this Agreement. Client and Dalmore will work together to authorize and approve co-branded notifications and client facing communication materials regarding the representations in this Agreement. Notwithstanding any provisions to the contrary within, Client agrees that Dalmore may make reference in marketing or other materials to any transactions completed during the term of this Agreement, provided no personal data or Confidential Information is disclosed in such materials.

e. THE CONSTRUCTION AND EFFECT OF EVERY PROVISION OF THIS AGREEMENT, THE RIGHTS OF THE PARTIES UNDER THIS AGREEMENT AND ANY QUESTIONS ARISING OUT OF THE AGREEMENT, WILL BE SUBJECT TO THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party

f. If any provision or condition of this Agreement will be held to be invalid or unenforceable by any court, or regulatory or self-regulatory agency or body, the validity of the remaining provisions and conditions will not be affected and this Agreement will be carried out as if any such invalid or unenforceable provision or condition were not included in the Agreement.

g. This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior agreement relating to the subject matter herein. The Agreement may not be modified or amended except by written agreement.

h. This Agreement may be executed in multiple counterparts and by facsimile or electronic means, each of which shall be deemed an original but all of which together shall constitute one and the same agreement.

[SIGNATURES APPEAR ON FOLLOWING PAGE(S)]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Exhibit A

Services:

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Exhibit 6.4

Table of Contents

2

This document describes The Jonah Group’s involvement in the Discovery phase of Audition Showdown’s “Audition Showdown Discovery” Project.

The goal of the Discovery phase is to define and map out the product at a level detailed enough to support funding activities. Additionally, the artifacts produced during the Discovery should inform the design and build phases for the application, and should be able to be used in an additive way on the path toward realizing the MVP of the system. Effectively, we wish to make the Audition Showdown concept concrete enough for all stakeholders to understand what will be built, and to develop confidence in the concept and approach.

It is neither a goal of this engagement to develop a POC for a mobile application, nor to prove out the architecture for the overall system that would validate system scalability, performance, and the approach to media handling and delivery on mobile devices. These will be performed as a part of a 2nd phase of Discovery, if funding is obtained.

This proposal describes the resources required to perform the 1st phase of Discovery only.

Jonah Group will provide a part-time Project Director, a part-time Project Manager, a Business Analyst, and a Visual Designer to perform the bulk of the work over the course of the project’s 8-10-week duration. The work will require regular input from Audition Showdown’s business SMEs, throughout. Weekly status meetings will be held to ensure that the project is moving in the right direction, and that value is being delivered for budget spent.

The project will begin with kickoff meeting, during which all major stakeholders will meet and discuss the project at a high level. This will be open, guided discussions about the high-level goals for the system, the strawman requirements developed previously, the users of the system, and their desired workflows, scenarios, and user journeys, among other things. These discussions will continue throughout the project.

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The Jonah Group Business Analyst will work primarily on this analysis effort, and the stories created will be embodied in visual concepts created by the visual designer. The joint team will agree on covering all functionality for MVP version of the Audition Showdown system.

Wireframes will not be created during this exercise. Instead, the team will iterate on stories and visual concepts for all MVP features. The concepts will be refined until the Project Sponsor believes that the artifacts are ready for public consumption by investors.

Throughout the project, potential features in the system will be divided into “MVP” (Minimum Viable Product) and “Post-MVP” buckets, which will serve as an input to budgeting and scheduling.

The following will govern the approach to the project:

4

The following Deliverables (with associated costs) will be produced and delivered by the end of this engagement:

5

Below is a rough schedule for the project. We expect the project will required about 8 weeks for 3 resources (each allocated part time) to complete. These dates may be adjusted once the start date for the project has been settled, and in concert with progress made on the project at any given time.

Visual Concepts, stories, and wires will be delivered in an iterative fashion. Dates may be shortened or extended by mutual agreement.

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The following rate table approximates the amount of budget required for this project. Actual effort and associated cost will be billed on a monthly basis, depending on the amount of time used, which may be less or more than the estimate. Budget used to date will be reported at the end of each week.

The costs above do not include HST, which will be added at the time of invoicing.

This is a time and materials estimate for the first part of the Discovery phase. Jonah Group will produce the Deliverables shown below.

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Audition Showdown will be invoiced an initial $20k retainer to kick off the project, and approximately an additional $19k a month later (this will be configured at the time based on progress to date). Invoices are payable upon receipt. Additional charges over and above the $39k retainer will be collected at the end of the project, and invoiced separately. Unused amounts will be applied as a credit to future work, or returned.

The costs above do not include HST, which will be added at the time of invoicing.

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Jonah Group consultants will work at the Jonah Group offices in Toronto.

Jonah Group shall perform the mandate described in this SOW, including all work, matters and things required to be done, furnished or performed in order to carry out the Mandate (‘Mandate”).

Audition Showdown will supply guidance, business domain knowledge and expertise, consultation, and high-level decision-making.

Audition Showdown’s Subject Matter Experts (SMEs) will be available to validate assumptions and make decisions in a timely fashion.

John McMahon will act as the Project Sponsor and lead decision maker for all work and deliverables.

Audition Showdown takes primary responsibility for reviewing the quality of the deliverables, and accepting the work of Jonah Group on an ongoing basis. Issues with work quality will be raised with Jonah’s PD as they are noticed by the Audition Showdown.

[name redacted] will act as the Project Director and client liaison for Jonah Group. [name redacted] will act as Project Manager for Jonah Group

Audition Showdown will provide timely access to all corporate resources, documentation, files, networks and servers required to perform this project.

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Jonah Group will supply computers, desks, network access and phones for Jonah Group staff working on the project, wherever necessary.

The cost estimate covers Jonah resources only. It does not include the cost of work performed by Audition Showdown resources.

Jonah Group shall provide the services for the term of the Mandate as stipulated in the Project Plan section above. The scope of the work may be decreased or extended by written agreement between the parties with respect to scope changes.

Audition Showdown may terminate this Agreement at any time upon ten (10) days written notice to the Jonah Group. Jonah Group may terminate this Agreement upon thirty (30) days written notice to Audition Showdown. Upon receipt of either notice, or on any later date specified in that notice, both parties shall discontinue their performance of the Mandate and terminate all commitments relating to it in an orderly and economic manner, except as may be specified in the notice. Audition Showdown shall be liable only to pay Jonah Group for services completed and expenses incurred before the effective date of termination. Neither Audition Showdown nor Jonah Group shall have any further claim against the other party for damages, or any other right of action because of termination of this Agreement.

Audition Showdown shall reimburse Jonah Group for reasonable expenses incurred by Jonah Group in the performance of the Mandate provided Jonah Group has received the prior approval from Audition Showdown. Claims for expenses incurred by Jonah Group shall be submitted in accordance with standard Audition Showdown practices.

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Jonah Group shall keep proper records of expenses incurred in the performance of the Mandate and in detail satisfactory to Audition Showdown. Those records shall at all times be open to Audition Showdown for audit and inspection and Audition Showdown may make copies and take extracts from them. Jonah Group shall furnish Audition Showdown with all additional information about those records as Audition Showdown may reasonably require.

Jonah Group shall keep strictly confidential all information and data relating to Audition Showdown, its business and products, as well as information related to the Mandate, and shall not publish or disclose that information or data, or any interpretation or analysis of it, to any third party without the prior written approval of Audition Showdown. This provision shall survive the expiration or termination of this Agreement.

All code, data, documentation, or information generated or obtained by Jonah Group in the performance of the Mandate shall be the exclusive property of Audition Showdown. Further, Jonah Group agrees to assign to Audition Showdown all rights (including worldwide copyright) in and to any material or work produced for Audition Showdown as part of the Mandate.

At the request of Audition Showdown, Jonah Group shall do all acts necessary in order to ensure the ownership of all intellectual property created hereunder, including providing written assignments of all rights to Audition Showdown. Jonah Group waives all moral rights it or its employees or contractors have in any intellectual property created hereunder.

Each party shall indemnify and hold the other party harmless from and against any and all losses, costs, claims, judgments or any other expenses (including reasonable attorney’s fees) arising as a result of damages occasioned by their negligence or improper conduct hereunder. This provision shall survive the expiration or termination of this Agreement.

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Jonah Group’s relationship to Audition Showdown is that of independent contractor, and not that of an agent or employee of Audition Showdown. As such, Jonah Group shall be responsible for the remittance of any and all deductions required by applicable law, such as but not limited to, unemployment insurance, workers compensation, income tax, pension plan contributions, etc.

Audition Showdown hereby agrees not to contract directly or indirectly with Jonah Group’s employees or subcontractors, other than through Jonah Group, throughout the Term of the Mandate and for a period of 12 complete calendar months following the end of the Term or its renewal, if any. Additionally, Jonah Group agrees not to contract directly or indirectly with any Audition Showdown client, employees, or subcontractors, on projects any knowledge about which was first gained as a result of performing the Mandate, other than through Audition Showdown, for an additional period of twelve (12) complete calendar months following the end of the Term or its renewal, if any.

Any notice required or authorized to be given by either party to the other in accordance with the provisions of this Agreement, unless otherwise specifically stipulated, shall be in writing and delivered personally, or sent as a signed email attachment. It shall be considered to have been received the same day it was delivered by hand or sent by email. Any notice sent by mail shall be deemed to have been received the fifth day following the date of mailing.

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Jonah Group represents to be professionally qualified and competent to perform all phases of the Mandate and warrants that the services shall be performed conscientiously, without delay, in accordance with the highest professional standards. Jonah Group warrants that the carrying out of the tasks entrusted to Jonah Group under the terms of this Agreement shall be executed with all the skill and workmanship required.

No legal action, regardless of form arising out of this Agreement may be brought by either Party more than two (2) years after the cause of action has arisen or in the case of an action of non-payment more than two (2) years from the date the last payment was due.

Jonah Group and Audition Showdown shall not make any reference or disclose the terms and conditions of this Agreement without first having obtained the written consent of the other party.

Before advertising or publishing the fact that it has furnished Audition Showdown services described herein, Jonah Group will obtain written approval from Audition Showdown, who may deny this request, or conditionally approve it pending content and wording changes.

This is the entire Agreement between the parties with respect to its subject matter. It supersedes and replaces any written or oral arrangements, correspondence, conversations and documents made or exchanged between the parties prior to its execution. Any modifications made to this Agreement shall have no effect unless explicit and confirmed in a written document signed by the parties hereto.

The laws of the Province of Ontario shall govern this Agreement.

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14

Exhibit 11

GCSE LLP The Madison Centre 4950 Yonge Street, Suite 1900 Toronto, ON M2N 6K1   T: +1 416 512 6000 F: +1 416 512 9800     www.gcsellp.com

CONSENT OF INDEPENDENT AUDITORS

We consent to the use in the Regulation A Offering Statement (Form 1-A) of our report dated May 7, 2020, relating to the financial statements of Audition Showdown Inc., which comprise the statement of financial position as of December 31, 2019, and the related statements of loss and comprehensive loss, changes in deficit and cash flow for the period from the date of incorporation on September 30, 2019 to December 31, 2019, and the related notes to the financial statements, which is part of this Offering Statement.

GCSE LLP

Chartered Professional Accountants

Toronto, Canada

June 15, 2020

Exhibit 12

June 16, 2020

Board of Directors
Audition Showdown Inc.
40 King Street West, Suite 1700
Toronto, Ontario, M5H 3Y2

Dear Sirs/Mesdames:

Re: Audition Showdown – Offering of Common Shares

We are Ontario corporate counsel to Audition Showdown Inc. (the “Company”). The Company has prepared and filed an offering statement on Form 1-A (File No. 024-11213) (the “Offering Statement”). The Offering Statement covers the contemplated sale of up to 25,000,000 common shares (the “Shares”) in the capital of the Company (the “Offering”).

Examinations

We have, for the purposes of rendering this opinion, examined originals or copies, certified or otherwise identified to our satisfaction, of all document the following documents such records of the Company, certificates of public officials, officers of the Company and such other documents as we have considered appropriate.

We have also considered such questions of law as we consider relevant or necessary as a basis for the opinions hereinafter expressed.

Assumptions and Reliance

In rendering the opinions expressed herein we have assumed:

Our opinions are given to you as of the date hereof only and we disclaim any obligation to advise you of any change after the date hereof in or affecting any matter set forth herein. Other than as expressly referred to herein, we express no opinion as to the effect of any subsequent course of dealing or conduct between the parties referred to herein.

In rendering the opinions expressed herein, we have assumed that the Company has received payment in full for the Shares in accordance with the terms of the Offering.

Laws

We are solicitors qualified to carry on the practice of law in the Province of Ontario and the opinions hereinafter expressed are limited to the laws of the Province of Ontario and the federal laws of Canada applicable therein and are based on legislation and regulations in effect on the date hereof. We assume no obligation to update these opinions to take into account any changes in laws after the date hereof.

For clarity, we express no opinion herein with respect to any federal or state law of the United States. We express no opinion on the contents of the Offering Statement, other than the opinions expressly set forth herein relating to the Shares.

Opinions

Based and relying solely upon the foregoing and subject to the foregoing assumptions and qualifications, we are of the opinion that the Shares have been duly authorized and will, when issued, be validly issued as fully paid and non-assessable common shares of the Company.

Reliance

This opinion letter is provided solely for the benefit of the addressee reflected herein in connection with the Offering. It is not to be transmitted to any other person nor is it to be relied upon by any other person or for any other purpose or quoted or referred to in any document or filed with any government agency or other person without our prior written consent.

We consent to file this opinion as an exhibit to the Offering Statement, and we hereby consent thereto and to the use of our name wherever it appears in the Offering Statement. Such consent is not an admission that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules or regulation promulgated thereunder.

Yours truly,

Goodmans LLP

Exhibit 13