UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

      For the Quarterly Period Ended June 30, 2005

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

      For the transition period from _________ to _________

                         Commission File Number: 0-24592

                                 Tix Corporation
                          (formerly Cinema Ride, Inc.)
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

                  Delaware                             95-4417467
       -------------------------------           ----------------------
       (State or other jurisdiction of              (I.R.S. Employer
       incorporation or organization)            Identification Number)

          12001 Ventura Place, Suite 340, Studio City, California 91604
          -------------------------------------------------------------
                    (Address of principal executive offices)

         Issuer's telephone number, including area code: (818) 761-1002

                                 Not applicable
         ---------------------------------------------------------------
         (Former name, former address and former fiscal year, if changed
                               since last report.)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

As of June 30, 2005, the Company had 10,876,621 shares of common stock, $0.08
par value, issued and outstanding.

Transitional Small Business Disclosure Format:  Yes [ ]  No [X]

Documents incorporated by reference:  None.


                                      -1-
<PAGE>



          TIX CORPORATION (FORMERLY CINEMA RIDE, INC.) AND SUBSIDIARIES

                                      INDEX




PART I.   FINANCIAL INFORMATION

  Item 1.  Financial Statements

      Condensed Consolidated Balance Sheets - June 30, 2005 (Unaudited) and
      December 31, 2004

      Condensed Consolidated Statements of Operations (Unaudited) - Three Months
      and Six Months Ended June 30, 2005 and 2004

      Condensed Consolidated Statement of Stockholders' Deficiency (Unaudited) -
      Six Months Ended June 30, 2005

      Condensed Consolidated Statements of Cash Flows (Unaudited) - Six Months
      Ended June 30, 2005 and 2004

      Notes to Condensed Consolidated Financial Statements (Unaudited) - Three
      Months and Six Months Ended June 30, 2005 and 2004

  Item 2.  Management's Discussion and Analysis or Plan of Operation

  Item 3.  Controls and Procedures


PART II.  OTHER INFORMATION

  Item 1.  Legal Proceedings

  Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

  Item 3.  Defaults upon Senior Securities

  Item 4.  Submission of Matters to a Vote of Security Holders

  Item 5.  Other Information

  Item 6.  Exhibits


SIGNATURES


                                      -2-
<PAGE>



<TABLE>
<CAPTION>
          Tix Corporation (formerly Cinema Ride, Inc.) and Subsidiaries
                      Condensed Consolidated Balance Sheets


                                            June 30,       December 31,
                                              2005             2004
                                          -----------      ------------
                                          (Unaudited)
<S>                                       <C>              <C>
ASSETS

Current assets:
  Cash                                    $   129,632      $   131,186
  Prepaid accounting fee to
    related party                              27,876           39,279
  Prepaid expenses and other
    current assets                             79,189           39,583
  Assets related to discontinued
    operations                                    588              588
                                           ----------       ----------
    Total current assets                      237,285          210,636
                                           ----------       ----------

Property and equipment:
  Office equipment and furniture              172,182          165,039
  Equipment under capital lease               161,091          155,581
  Leasehold improvements                      220,054           93,045
                                           ----------       ----------
                                              553,327          413,665
  Less accumulated depreciation              (182,773)        (143,381)
                                           ----------       ----------
    Total property and equipment, net         370,554          270,284
                                           ----------       ----------

Other assets:
  Deferred offering costs                      29,800           29,800
  Deposits                                     43,026           43,026
                                           ----------       ----------
    Total other assets                         72,826           72,826
                                           ----------       ----------
Total assets                              $   680,665      $   553,746
                                           ==========       ==========
</TABLE>


                                   (continued)

                                      -3-
<PAGE>

<TABLE>
<CAPTION>
          Tix Corporation (formerly Cinema Ride, Inc.) and Subsidiaries
                Condensed Consolidated Balance Sheets (continued)


                                            June 30,       December 31,
                                              2005             2004
                                          -----------      ------------
                                          (Unaudited)
<S>                                       <C>              <C>
LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
  Accounts payable and accrued
    liabilities                           $ 1,166,296      $   748,865
  Current portion of capital
    lease obligations                          55,988           50,473
  Current portion of notes
    payable                                    36,872           23,954
  Current portion of convertible
    debentures payable, net of
    discount                                  272,342             -
  Deferred income                             100,000             -
  Liabilities related to
    discontinued operations                   647,177          652,529
                                           ----------       ----------
    Total current liabilities               2,278,675        1,475,821
                                           ----------       ----------

Non-current liabilities:
  Capital lease obligations,
    less current portion                       25,804           50,517
  Notes payable, less current
    portion                                   923,085          926,803
  Convertible debentures payable,
    net of discount, less current
    portion                                      -             111,400
  Deferred rent                                69,859             -
                                           ----------       ----------
    Total non-current liabilities           1,018,748        1,088,720
                                           ----------       ----------


Commitments and contingencies


Stockholders' deficiency:
Preferred stock, $0.01 par value -
  Authorized - 500,000 shares
  Issued - None                                  -                -
Common stock, $0.08 par value -
  Authorized - 100,000,000 shares
  Issued and Outstanding -
  10,876,621 shares and 10,011,237
  shares at June 30, 2005 and
  December 31, 2004, respectively             870,130          800,899
Additional paid-in capital                 12,155,991       11,594,244
Deferred compensation                         (40,000)         (15,000)
Accumulated deficit                       (15,602,879)     (14,390,938)
                                           ----------       ----------
Total stockholders' deficiency             (2,616,758)      (2,010,795)
                                           ----------       ----------
Total liabilities and
  stockholders' deficiency                $   680,665      $   553,746
                                           ==========       ==========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                      -4-
<PAGE>

<TABLE>
<CAPTION>
          Tix Corporation (formerly Cinema Ride, Inc.) and Subsidiaries
           Condensed Consolidated Statements of Operations (Unaudited)


                                                  Three Months Ended June 30,
                                                  ---------------------------
                                                    2005              2004
                                                  ---------         ---------
<S>                                             <C>               <C>
Revenues                                        $   620,205       $   377,750
                                                  ---------         ---------

Costs and expenses:
  Direct costs of revenues                          363,844           182,173
  Selling and marketing expenses                     90,892           106,209
  General and administrative expenses,
    including non-cash compensation
    expense of $9,600 in 2005 and
    $84,000 in 2004                                 432,490           436,469
  Depreciation and amortization                      20,835            15,248
                                                  ---------         ---------
  Total costs and expenses                          908,061           740,099
                                                  ---------         ---------
Loss from operations                               (287,856)         (362,349)
                                                  ---------         ---------

Other income (expense):
  Interest income                                         4                 1
  Other income                                         -                  272
  Interest expense                                 (163,840)          (44,294)
                                                  ---------         ---------
  Total other income (expense), net                (163,836)          (44,021)
                                                  ---------         ---------
Loss from continuing operations                    (451,692)         (406,370)
                                                  ---------         ---------

Income from discontinued operations:
  Income from closure of discontinued
    operations                                        1,670            26,014
                                                  ---------         ---------
  Income from discontinued operations                 1,670            26,014
                                                  ---------         ---------
Net loss                                        $  (450,022)      $  (380,356)
                                                  =========         =========

Net loss per common share - basic and diluted:
    From continuing operations                       $(0.04)           $(0.04)
    From discontinued operations                        -                 -
                                                       ----              ----
    Net loss per share                               $(0.04)           $(0.04)
                                                       ====              ====

Weighted average number of common shares
  outstanding - basic and diluted                10,736,621         9,221,144
                                                 ==========         =========
</TABLE>



     See accompanying notes to condensed consolidated financial statements.

                                      -5-
<PAGE>

<TABLE>
<CAPTION>
          Tix Corporation (formerly Cinema Ride, Inc.) and Subsidiaries
           Condensed Consolidated Statements of Operations (Unaudited)


                                                   Six Months Ended June 30,
                                                  ---------------------------
                                                    2005              2004
                                                  ---------         ---------

<S>                                             <C>               <C>
Revenues                                        $ 1,150,689       $   668,446
                                                  ---------         ---------

Costs and expenses:
  Direct costs of revenues                          709,839           340,045
  Selling and marketing expenses                    159,778           201,983
  General and administrative expenses,
    including non-cash compensation
    expense of $232,996 in 2005 and
    $114,750 in 2004                              1,135,783           706,481
  Depreciation and amortization                      39,392            30,360
                                                  ---------         ---------
  Total costs and expenses                        2,044,792         1,278,869
                                                  ---------         ---------
Loss from operations                               (894,103)         (610,423)
                                                  ---------         ---------

Other income (expense):
  Interest income                                         6                10
  Other income                                         -                  272
  Interest expense                                 (309,451)          (91,974)
                                                  ---------         ---------
  Total other income (expense), net                (309,445)          (91,692)
                                                  ---------         ---------
Loss from continuing operations                  (1,203,548)         (702,115)
                                                  ---------         ---------

Loss from discontinued operations:
  Loss from closure of discontinued
    operations                                       (8,393)          (16,923)
                                                  ---------         ---------
  Loss from discontinued operations                  (8,393)          (16,923)
                                                  ---------         ---------
Net loss                                        $(1,211,941)      $  (719,038)
                                                  =========         =========

Net loss per common share - basic and diluted:
    From continuing operations                       $(0.11)           $(0.08)
    From discontinued operations                        -                 -
                                                       ----              ----
    Net loss per share                               $(0.11)           $(0.08)
                                                       ====              ====

Weighted average number of common shares
  outstanding - basic and diluted                10,572,390         8,874,384
                                                 ==========         =========
</TABLE>



     See accompanying notes to condensed consolidated financial statements.

                                      -6-
<PAGE>

<TABLE>
<CAPTION>
          Tix Corporation (formerly Cinema Ride, Inc.) and Subsidiaries
    Condensed Consolidated Statement of Stockholders' Deficiency (Unaudited)
                         Six Months Ended June 30, 2005


                  Common Stock        Additional                               Total
                ------------------     Paid-in     Deferred    Accumulated  Stockholders'
                Shares      Amount     Capital   Compensation    Deficit     Deficiency
                ------      ------     -------   ------------    -------     ----------
<S>           <C>         <C>        <C>           <C>        <C>            <C>
Balance,
  December
  31, 2004    10,011,237  $800,899   $11,594,244   $(15,000)  $(14,390,938)  $(2,010,795)

Issuance of
  common
  stock to
  consultants    176,000    14,080        38,920    (35,000)                      18,000

Issuance of
  common
  stock
  for loan
  referral
  fee            448,000    35,840       165,760                                 201,600

Issuance of
  warrants to
  consultants                            176,600                                 176,600

Beneficial
  conversion
  feature of
  Debenture                               70,000                                  70,000

Issuance of
  common
  stock and
  warrants
  and
  adjustment
  of warrant
  exercise
  price to
  law firm as
  settlement
  of accounts
  payable and
  legal
  expenses       241,384    19,311       110,467                                 129,778

Amortization
  of deferred
  compensation                                       10,000                       10,000

Net loss                                                        (1,211,941)   (1,211,941)
              ----------   -------    ----------     ------     ----------     ---------
Balance,
  June
  30, 2005    10,876,621  $870,130   $12,155,991   $(40,000)  $(15,602,879)  $(2,616,758)
              ==========   =======    ==========     ======     ==========     =========
</TABLE>


     See accompanying notes to condensed consolidated financial statements.

                                      -7-
<PAGE>

<TABLE>
<CAPTION>
          Tix Corporation (formerly Cinema Ride, Inc.) and Subsidiaries
           Condensed Consolidated Statements of Cash Flows (Unaudited)


                                                  Six Months Ended June 30,
                                                  -------------------------
                                                    2005            2004
                                                  ---------       ---------
<S>                                             <C>             <C>
Cash flows from operating activities:
Net loss                                        $(1,211,941)    $  (719,038)
Adjustments to reconcile net loss to
  net cash used in operating activities:
  Depreciation and amortization                      39,392          30,360
  Deferred rent                                      69,859            -
  Amortization of prepaid accounting fee             11,403          20,486
  Amortization of prepaid legal fee                  21,881            -
  Common stock and warrants issued for services     222,996         104,750
  Convertible debenture issued for services           2,500            -
  Amortization of deferred compensation              10,000          10,000
  Forgiveness of debt - discontinued operations        -            (26,883)
  Amortization of deferred loan costs               193,242            -
  Changes in operating assets and liabilities:
    (Increase) decrease in:
      Prepaid expenses and other current assets     (48,987)          9,941
      Deposits                                         -            (46,664)
      Assets related to discontinued operations        -               (227)
    Increase (decrease) in:
      Accounts payable and accrued liabilities      542,813         199,789
      Accrued interest payable on note payable
        to secured lender                              -             75,113
      Deferred income                               100,000            -
      Liabilities related to discontinued
        operations                                   (5,352)        (95,011)
                                                  ---------       ---------
Net cash used in operating activities               (52,194)       (437,384)
                                                  ---------       ---------

Cash flows from investing activities:
  Distributions and reimbursements from
    terminated joint venture - Tickets2Nite            -            457,179
  Purchases of property and equipment              (134,152)        (33,604)
                                                  ---------       ---------
Net cash provided by (used in) investing
  activities                                       (134,152)        423,575
                                                  ---------       ---------

Cash flows from financing activities:
  Repayment of bank line of credit                     -           (174,000)
  Payments on capital lease obligations             (24,708)        (17,512)
  Payments on notes payable                         (14,800)           -
  Net proceeds from convertible debenture           224,300            -
  Sale of common stock                                 -            200,000
  Exercise of warrants                                 -             25,000
                                                  ---------       ---------
Net cash provided by financing activities           184,792          33,488
                                                  ---------       ---------
</TABLE>


                                   (continued)

                                      -8-
<PAGE>

<TABLE>
<CAPTION>
          Tix Corporation (formerly Cinema Ride, Inc.) and Subsidiaries
     Condensed Consolidated Statements of Cash Flows (Unaudited)(continued)


                                                  Six Months Ended June 30,
                                                  -------------------------
                                                     2005            2004
                                                  ---------       ---------
<S>                                             <C>             <C>
Cash:
  Net increase (decrease)                            (1,554)         19,679
  Balance at beginning of period                    131,186          91,311
                                                  ---------       ---------
  Balance at end of period                      $   129,632     $   110,990
                                                  =========       =========


Supplemental disclosures of cash flow information:

Cash paid for:
  Interest                                      $    26,746     $    19,042
  Income taxes                                        1,600            -


Non-cash investing and financing activities:

Acquisition of capital lease assets and
  related obligation                            $     5,510     $      -
Conversion of accounts payable to notes
  payable                                            24,000            -
Issuance of common stock for accounts payable       101,382          50,000
Issuance of common stock for loan referral fees     201,600            -
Issuance of common stock to director for:
  Accounts payable                                     -             74,155
  Prepaid services                                     -             87,845
Issuance of convertible debenture for prepaid
  legal fees                                         12,500            -
Beneficial conversion feature of convertible
  debenture                                          70,000            -

</TABLE>


     See accompanying notes to condensed consolidated financial statements.

                                      -9-
<PAGE>

          Tix Corporation (formerly Cinema Ride, Inc.) and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (Unaudited)
            Three Months and Six Months Ended June 30, 2005 and 2004


1.   Organization and Basis of Presentation

Basis of Presentation:

The condensed consolidated financial statements include the operations of Tix
Corporation (formerly Cinema Ride, Inc.) and its wholly-owned subsidiaries (the
"Company"). All intercompany transactions and balances are eliminated in
consolidation.

The interim condensed consolidated financial statements are unaudited, but in
the opinion of management of the Company, contain all adjustments, which include
normal recurring adjustments, necessary to present fairly the financial position
at June 30, 2005, the results of operations for the three months and six months
ended June 30, 2005 and 2004, and the cash flows for the six months ended June
30, 2005 and 2004. The consolidated balance sheet as of December 31, 2004 is
derived from the Company's audited financial statements.

Certain information and footnote disclosures normally included in financial
statements that have been presented in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to the rules and
regulations of the Securities and Exchange Commission with respect to interim
financial statements, although management of the Company believes that the
disclosures contained in these financial statements are adequate to make the
information presented therein not misleading. For further information, refer to
the consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-KSB for the fiscal year ended December 31,
2004, as filed with the Securities and Exchange Commission.

The Company's results of operations for the three months and six months ended
June 30, 2005 are not necessarily indicative of the results of operations to be
expected for the full fiscal year ending December 31, 2005.

Business Operations:

Through December 31, 2003, the Company was in the ride simulator business. This
line of business was discontinued effective December 31, 2003 (see Note 3).

During the year ended December 31, 2003, the Company owned 50% of Tickets2Nite,
LLC, a company engaged in the sale of tickets for Las Vegas shows at 50% of the
original box office price, on the same day of the performance, from a ticket
booth located on the Las Vegas Strip. The operations of this business were
terminated effective December 31, 2003 (see Note 4).

Effective January 1, 2004, the Company's sole business activity, through its
wholly-owned subsidiary, Tix4Tonight, LLC, was the sale of tickets for Las Vegas
shows at 50% of the original box office price, on the same day of the
performance, from ticket booths located on the Las Vegas Strip (see Note 5).

Use of Estimates:

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.

Revenue Recognition and Presentation:

The Company's Las Vegas half-price show ticketing business recognizes as revenue
only the commissions and related transaction fees earned from the sale of show
tickets for various Las Vegas shows at the time that the tickets are sold.
Commissions are calculated based on the face value of the show ticket. Revenues
do not include the amounts for which the show tickets are sold to customers. The
Company does not have accounts receivable associated with its sales
transactions, as payment is collected at the time of sale.

                                      -10-
<PAGE>

Going Concern:

The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. However, the Company
had a net loss of $1,617,365 and negative cash flow from operations of $534,323
during the year ended December 31, 2004, and had a working capital deficiency of
$1,265,185 and a stockholders' deficiency of $2,010,795 at December 31, 2004.
During the six months ended June 30, 2005, the Company incurred a further net
loss of $1,211,941 and a negative cash flow from operations of $52,194, and had
a working capital deficiency of $2,041,390 and a stockholders' deficiency of
$2,616,758 at June 30, 2005. These factors raise substantial doubt about the
Company's ability to continue as a going concern. The financial statements do
not include any adjustments relating to the recoverability and classification of
recorded asset amounts, or amounts and classification of liabilities that might
result from this uncertainty.

The Company will require additional capital to fund operating and debt service
requirements and to expand the operations of Tix4Tonight. The Company has been
exploring various alternatives to raise this required capital. To the extent
that the Company is unable to secure the capital necessary to fund its future
cash requirements on a timely basis and/or under acceptable terms and
conditions, the Company may not have sufficient cash resources to maintain
operations. In such event, the Company may be required to consider a formal or
informal restructuring or reorganization.

Net Loss Per Common Share:

Statement of Financial Accounting Standards No. 128, "Earnings Per Share",
requires presentation of basic earnings per share ("Basic EPS") and diluted
earnings per share ("Diluted EPS"). Basic earnings (loss) per share is computed
by dividing earnings (loss) available to common stockholders by the weighted
average number of common shares outstanding during the period. Diluted earnings
per share gives effect to all dilutive potential common shares outstanding
during the period. These potentially dilutive securities were not included in
the calculation of loss per share for the three months and six months ended June
30, 2005 and 2004 because the Company incurred a loss during such periods and
thus their effect would have been anti-dilutive. Accordingly, basic and diluted
loss per share is the same for the three months and six months ended June 30,
2005 and 2004. At June 30, 2005 and 2004, potentially dilutive securities
consisted of convertible debentures payable and outstanding common stock
purchase warrants and stock options to acquire an aggregate of 7,175,934 shares
and 5,583,384 shares, respectively.

Stock-Based Compensation:

The Company periodically issues shares of common stock for services rendered or
for financing costs. Such shares are valued based on the market price on the
transaction date.

The Company periodically issues stock options and warrants to employees and
non-employees in non-capital raising transactions for services and for financing
costs.

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

The provisions of SFAS No. 123 allow companies to either record an expense in
the financial statements to reflect the estimated fair value of stock options or
warrants to employees, or to continue to follow the intrinsic value method set
forth in Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees", but to disclose on an annual basis the pro forma effect on
net income (loss) and net income (loss) per common share had the fair value of
the stock options and warrants been recorded in the financial statements. SFAS
No. 123 was amended by SFAS No. 148, which now requires companies to disclose in
interim financial statements the pro forma effect on net income (loss) and net
income (loss) per common share of the estimated fair market value of stock
options or warrants issued to employees. The Company has elected to continue to
account for stock-based compensation plans utilizing the intrinsic value method.


                                      -11-
<PAGE>

Accordingly, compensation cost for stock options and warrants is measured as the
excess, if any, of the fair market price of the Company's common stock at the
date of grant above the amount an employee must pay to acquire the common stock.

In accordance with SFAS No. 123, the cost of stock options and warrants issued
to non-employees is measured at the grant date based on the fair value of the
award. The fair value of the stock-based award is determined using the
Black-Scholes option-pricing model. The resulting amount is charged to expense
on the straight-line basis over the period in which the Company expects to
receive benefit, which is generally the vesting period.

Pro Forma Financial Disclosure:

The fair value of stock options and warrants issued to officers, directors and
employees at not less than fair market value is estimated on the grant date
using the Black-Scholes option-pricing model, and the effect on the Company's
results of operations is shown as if such stock options and warrants had been
accounted for pursuant to SFAS No. 123. During the three months and six months
ended June 30, 2005 and 2004, the Company did not issue any such stock options
and warrants and did not have any previously issued stock options or warrants
that vested. According, no pro forma financial disclosure has been presented for
the three months and six months ended June 30, 2005 and 2004.

Reclassification:

Certain amounts have been reclassified in 2004 to conform to the presentation in
2005.


2.   Recent Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 123 (revised 2004), "Share Based Payment" ("SFAS No. 123R"), a revision to
SFAS No. 123, "Accounting for Stock-Based Compensation". SFAS No. 123R
supercedes Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees", and amends SFAS No. 95, "Statement of Cash Flows". SFAS
No. 123R requires that the Company measure the cost of employee services
received in exchange for equity awards based on the grant date fair value of the
awards. The cost will be recognized as compensation expense over the vesting
period of the awards. The Company is required to adopt SFAS No. 123R effective
January 1, 2006. Under this method, the Company will begin recognizing
compensation cost for equity-based compensation for all new or modified grants
after the date of adoption. In addition, the Company will recognize the unvested
portion of the grant date fair value of awards issued prior to adoption based on
the fair values previously calculated for disclosure purposes over the remaining
vesting period of the outstanding options and warrants. The Company is currently
evaluating the potential effect that the adoption of SFAS No. 123R will have on
the Company's financial statement presentation and disclosures.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets, an amendment to APB Opinion No. 29" ("SFAS No. 153"). SFAS No. 153
amends Accounting Principles Board Opinion No. 29, "Accounting for Nonmonetary
Transactions", to require that exchanges of nonmonetary assets be measured and
accounted for at fair value, rather than at carryover basis, of the assets
exchanged. Nonmonetary exchanges that lack commercial substance are exempt from
this requirement. SFAS No. 153 is effective for nonmonetary exchanges entered
into in fiscal periods beginning after June 15, 2005. The Company does not
routinely enter into nonmonetary exchanges. Accordingly, the Company does not
expect that the adoption of SFAS No. 153 will have a significant effect on the
Company's financial statement presentation or disclosures.


3.   Ride Simulator Business

During the year ended December 31, 2003, the Company operated two ride
facilities for the full year, as well as one ride facility in a joint venture
through February 15, 2003. The Company operated a ride facility located in Las
Vegas, Nevada (the "Las Vegas Facility"), which commenced operations in October
1994 and was located in the Forum Shops at Caesar's Palace Hotel and Casino (the
"Forum Shops"), a high traffic tourist mall located between Caesar's Palace
Hotel and Casino and the Mirage Hotel, in Las Vegas, Nevada, and a ride facility
located in Edmonton, Alberta, Canada (the "West Edmonton Mall Facility"), which
commenced operations in August 1995 and was located in the West Edmonton Mall, a
high traffic shopping mall.

                                      -12-
<PAGE>

The Las Vegas Facility and the West Edmonton Mall Facility were closed on or
about December 31, 2003, thus terminating this line of business. Three other
ride facilities were previously closed between January 1998 and June 2002. This
line of business is presented as a discontinued operation in the Company's
consolidated financial statements for the three months and six months ended June
30, 2005 and 2004.

For the three months ended June 30, 2005 and 2004, the Company recognized income
related to the closure of the operations discontinued at December 31, 2003 of
$1,670 and $26,014, respectively. For the six months ended June 30, 2005 and
2004, the Company recognized a loss related to the closure of the operations
discontinued at December 31, 2003 of $8,393 and $16,923, respectively.

At June 30, 2005 and December 31, 2004, liabilities related to discontinued
operations aggregated $647,177 and $652,529, respectively, of which $626,657
related to accrued but unpaid rent with respect to the Company's lease for its
former Las Vegas ride facility from mid-2003, when the Company suspended the
payment of rent to the Forum Shops, through the expiration date of the lease,
January 31, 2005. The Company accrued rent on its former Las Vegas ride facility
at the full monthly amount (which included common area fees and utilities)
through the date the ride facility was shut-down, December 31, 2003, and at the
base monthly rent subsequent to that date. As described at Note 8, the Company
is currently in litigation with the Forum Shops with respect to its former ride
facility lease.


4.   Tickets2Nite, LLC

The Company owned 50% of a business venture named Tickets2Nite, LLC, a Nevada
limited liability company, which was formed on September 24, 2002 pursuant to an
Operating Agreement, with the other 50% owned by Entasis, LLC ("Entasis"), an
independent third party owned by Hal Kolker ("Kolker"). The business venture,
which commenced operations during November 2002, sold tickets to Las Vegas shows
at 50% of the original box office price, on the same day of the performance,
from a ticket booth located on the Las Vegas Strip. The Operating Agreement
specified that the Company would oversee the day-to-day operations of the
business venture. The Company accounted for its investment in Tickets2Nite, LLC
under the equity method, since it did not have majority voting control. On
December 24, 2002, the Company filed a lawsuit against Entasis and Kolker in the
Clark County, Nevada District Court (the "Court"). Trial with respect to the
Company's lawsuit against Entasis and Kolker was held on May 7 through 9, 2003.
On October 1, 2003, the Court rendered its Decision and Order with respect to
the parties' ownership rights and management rights and obligations with respect
to Tickets2Nite, LLC. The Court found that the Tickets2Nite, LLC Operating
Agreement was valid, clear and unambiguous; that although Entasis and Kolker
asserted many defenses to the validity of the Operating Agreement, they were
without merit; and that Entasis and Kolker breached the Operating Agreement by
not funding his portion of the capital contribution. Furthermore, with regard to
Entasis and Kolker's counterclaims, the Court found for the Company on all
counts.

The Court ruled that the parties were unable to operate the business together
pursuant to the Operating Agreement, and therefore ordered that Tickets2Nite,
LLC be dissolved. The Court appointed an independent third party to assist in
the dissolution of Tickets2Nite, LLC. Accordingly, the business operations of
Tickets2Nite, LLC were terminated effective December 31, 2003.

As of December 31, 2003, the Company's net investment in Tickets2Nite, LLC was
$462,179. During the year ended December 31, 2004, as a result of the
dissolution of Tickets2Nite, LLC, the Company received cash distributions of
$457,179 and the return of a $5,000 deposit, which completed the dissolution of
Tickets2Nite, LLC and the disposition of the Company's investment in such
entity.


5.   Tix4Tonight, LLC

The financial performance of Tickets2Nite, LLC during 2003 successfully
validated the business model and the Company's efforts to develop and operate
this business. Tickets2Nite, LLC commenced operations in November 2002, selling


                                      -13-
<PAGE>

same-day, half-price show tickets for many of the Las Vegas shows. Tickets2Nite,
LLC charged a commission to the show based on the face value of the ticket plus
a service fee to the customer for each ticket purchased. Furthermore, the shows
were only paid for tickets that Tickets2Nite, LLC actually sold to customers,
thus Tickets2Nite, LLC had no financial risk with respect to unsold tickets.
Tickets2Nite, LLC was financially successful almost from the beginning, showing
progressively increasing ticket sales and revenues, pre-tax profitability and
positive operating cash flows in each successive calendar quarter in 2003.

As a result of the dissolution of Tickets2Nite, LLC (see Note 4), the Company
commenced the operation of an identical business on January 1, 2004 at a
different location and under a different name on the Las Vegas Strip through the
formation of a wholly-owned Nevada limited liability company, Tix4Tonight, LLC,
which was organized in December 2003. The Company owns 100% of Tix4Tonight, LLC,
which operates its business under the name "Tix4Tonight", and which has been the
Company's only source of operating revenues since January 1, 2004. The Company's
only competition is its former partner in Tickets2Nite, LLC, which operates a
similar business in Las Vegas that competes with Tix4Tonight, LLC from one site
on the Las Vegas Strip.

Most of the assets developed by the Company for the Tickets2Nite business were
distributed to the Company's Tix4Tonight business, including all management
staff, software and technology, computers and server systems, and other fixed
assets.

Tix4Tonight generally sells show tickets under short-term, non-exclusive
agreements with approximately 50 Las Vegas shows, out of a total of
approximately 85 Las Vegas shows running at any one time, and typically offers
tickets for approximately 40 shows on any given day at half-price plus a service
fee. Tix4Tonight does not know exactly what shows it will be able to offer
tickets for until the same day of the show. There are usually many more tickets
available each day than are sold, although it is not uncommon for Tix4Tonight to
sell-out its supply of tickets for individual shows. The shows are paid on a
weekly basis only for the tickets that Tix4Tonight actually sells to customers,
thus Tix4Tonight has no financial risk with respect to unsold tickets.

The Company conducts the operations of Tix4Tonight at three locations on the Las
Vegas Strip: South Strip next to the Harley-Davidson Cafe at Harmon; the Fashion
Show Mall Strip entrance in front of Neiman-Marcus (which commenced operations
in February 2005); and North Strip across from the Stardust Hotel and Casino. A
new South Strip location is planned for the Hawaiian Marketplace Shopping Center
after its redevelopment is completed in 2005, which will replace the South Strip
location next to the Harley-Davidson Cafe at Harmon.

The Company's Las Vegas show ticketing business recognizes as revenue only the
commissions and related transaction fees earned from the sale of show tickets
for various Las Vegas shows at the time that the tickets are sold. Commissions
are calculated based on the face value of the show ticket. Revenues do not
include the amounts for which the show tickets are sold to customers. The
Company does not have accounts receivable associated with its sales
transactions, as payment is collected at the time of sale.

Revenues from ticket commissions and fees were $620,205 for the three months
ended June 30, 2005, as compared to $377,750 for the three months ended June 30,
2004, an increase of $242,455 or 64.2%. Commissions and fees were earned on the
gross sales value of show tickets sold to customers of $2,486,786 for the three
months ended June 30, 2005, as compared to $1,448,951 for the three months ended
June 30, 2004, an increase of $1,037,835 or 71.6%. Commissions and fees earned
as a percentage of gross ticket sales were 24.9% for the three months ended June
30, 2005, as compared to 26.1% for the three months ended June 30, 2004.

Revenues from ticket commissions and fees were $1,150,689 for the six months
ended June 30, 2005, as compared to $668,446 for the six months ended June 30,
2004, an increase of $482,243 or 72.1%. Commissions and fees were earned on the
gross sales value of show tickets sold to customers of $4,454,248 for the six
months ended June 30, 2005, as compared to $2,573,130 for the six months ended
June 30, 2004, an increase of $1,881,118 or 73.1%. Commissions and fees earned
as a percentage of gross ticket sales were 25.8% for the six months ended June
30, 2005, as compared to 26.0% for the six months ended June 30, 2004.

                                      -14-
<PAGE>

During August 2004, the Company relocated the administrative offices of
Tix4Tonight to a new office facility in Las Vegas, Nevada, under a long-term
lease. During March 2005, the lease for the Las Vegas administrative offices of
Tix4Tonight was amended to provide for an early termination provision, which
entitled the Company to receive a cash payment of $100,000 upon delivery of a
notice of early termination to the landlord. On April 1, 2005, the Company
issued a notice of early termination to the landlord, as a result of which the
Company is required to vacate the premises by October 1, 2005. During April
2005, the Company received a cash payment of $100,000 from the landlord, which
has been shown as deferred income in the condensed consolidated balance sheet at
June 30, 2005. The Company will recognize the $100,000 cash payment as income
when it relocates the Las Vegas administrative offices of Tix4Tonight to a new
office facility or makes other arrangements for a new office lease.


6.   Notes Payable

Notes payable consisted of the following at June 30, 2005 and December 31, 2004:

<TABLE>
                                       June 30, 2005        December 31, 2004
                                       -------------        -----------------
<S>                                      <C>                     <C>
Notes payable, Finova
  (as modified October 29, 2004)
  - Discounted Amount                    $157,518                $169,318
  - Remaining Indebtedness                781,439                 781,439
Note payable, other                        21,000                    -
                                          -------                 -------
                                          959,957                 950,757
Less current portion                      (36,872)                (23,954)
                                          -------                 -------
Non-current portion                      $923,085                $926,803
                                          =======                 =======
</TABLE>

On December 31, 1996, the Company completed a financing agreement with Finova
Technology Finance, Inc., which was structured as a sale leaseback transaction
of certain equipment owned by the Company. Based on the substance of this
transaction, this financing agreement was accounted for as a note payable for
financial reporting purposes. The gross loan amount was $1,575,027, with
interest at 16.64% per annum, repayable over a four year period at $40,903 per
month, with a balloon payment of $157,503.

On March 10, 1999, the financing agreement was amended to reduce the monthly
payments and to extend the maturity date of the note payable. On June 25, 2001
and April 17, 2002, the Company entered into modification agreements and waivers
of default with the lender, which, among other provisions, cured prior defaults,
provided for various modifications to the terms and conditions of the loan,
extended the repayment date, and provided for the issuance of warrants to the
lender.

Required monthly payments on this loan were in default at December 31, 2003. As
a result, the principal balance of this loan of $716,242 at December 31, 2003
was classified as a current liability in the consolidated financial statements
at such date. Accrued interest payable on this loan was $126,375 at December 31,
2003 and $240,197 at September 30, 2004. Accordingly, the aggregate obligation
to the lender at September 30, 2004 was $956,439.

Effective October 29, 2004, the Company entered into a Forbearance Agreement
with the lender which provided for the Company to repay the lender its aggregate
obligation of $956,439 at September 30, 2004 as follows: (i) $175,000 of the
$956,439 (the "Discounted Amount") shall be paid commencing November 1, 2004,
and on the first day of each consecutive month, by payment of $3,000 to the
lender, to be applied first against interest accruing for the prior month at the
rate of 7.5% per annum, and then, to the extent available, as a reduction of the
$175,000 principal balance; (ii) on December 1, 2006, the unpaid principal
balance of the $175,000, plus accrued and unpaid interest, shall be fully due
and payable; and (iii) the $175,000 and any unpaid accrued interest may be paid
by the Company at any time prior to December 1, 2006. The remaining indebtedness
on September 30, 2004 in excess of the $175,000 in the amount of $781,439 (the
"Remaining Indebtedness") shall continue to bear interest at 16.64% per annum,


                                      -15-
<PAGE>

but shall be deemed fully satisfied if the Company pays the lender the entire
$175,000, with interest, as specified above. In conjunction with this agreement,
the Company also assigned to the lender as additional collateral its interest in
and rights to a key man life insurance policy on the Company's Chief Executive
Officer.

The Company expects to repay the Discounted Amount through new borrowings and/or
proceeds from the Standby Equity Distribution Agreement (see Note 7). Although
the Company expects to repay in full the Discounted Amount, and was in
compliance with the terms of the Forbearance Agreement at June 30, 2005 and
December 31, 2004, there can be no assurances that the Company will be
successful in this regard. Accordingly, the Remaining Indebtedness will remain
as a liability until such time as the Company has fully repaid the $175,000
pursuant to the terms of the Forbearance Agreement.


7.   Issuance of Convertible Debentures and Standby Equity Distribution
     Agreement

On December 7, 2004, the Company closed a financing transaction in which it sold
5% secured convertible debentures (the "Debentures") to Advantage Development
Capital Corp. ("Advantage"). The Company issued a Debenture with a face value of
$250,000 upon closing and received net proceeds of $200,000. The Company issued
another Debenture for $280,000 on January 6, 2005 and received net proceeds of
$224,300. The Debentures mature on March 7, 2006. Based on the maturity date of
the Debentures, the Debentures have been classified in the Company's balance
sheet as non-current liabilities at December 31, 2004 and as current liabilities
at June 30, 2005.

Interest on the Debentures was originally due at the maturity date and is now
payable monthly (see below) in cash or common stock, at the option of holder.
The Debentures are secured by all of the assets and property of the Company. At
the option of the holder, the Debentures are convertible from time to time after
nine months from the date of closing into the Company's common stock at a price
per share of either (a) an amount equal to one hundred twenty percent (120%) of
the volume weighted average price of the Common Stock as listed on the National
Association of Securities Dealers, Inc.'s Over-The-Counter Bulletin Board, as
quoted by Bloomberg, L.P. on the closing date or (b) an amount equal to eighty
percent (80%) of the average volume weighted average price of the Company's
Common Stock, as quoted by Bloomberg, L.P. for the five (5) trading days
immediately preceding the conversion date. Notwithstanding the foregoing, at no
time shall the conversion price be less than $0.25 per share. The Company has an
option to redeem all or a portion of the outstanding Debentures at a redemption
price of one hundred twenty percent (120%) of the amount redeemed plus accrued
interest.

On November 4, 2004, the Company also issued to Advantage a warrant to purchase
100,000 shares of common stock exercisable at $0.25 per share through November
4, 2007, which was determined to have a fair value, calculated pursuant to the
Black-Scholes option-pricing model, of $36,000.

The Debentures are convertible into equity based on their face amount, which
results in a beneficial conversion feature with a fair value of $62,500 for the
$250,000 Debenture and $70,000 for the $280,000 Debenture. The aggregate value
of the warrant of $36,000, the value of the beneficial conversion features of
$62,500 and $70,000, and the aggregate related financing costs of $90,700 paid
by the Company to the lender were recorded as a discount to the face value of
the Debentures, and are being charged to operations as interest expense over the
term of the Debentures.

In addition, on December 7, 2004, the Company entered into a financing
transaction with Cornell Capital Partners, LP ("Cornell") under which Cornell,
at the request of the Company, will periodically purchase up to $10,000,000 of
the Company's common stock over 24 months pursuant to a Standby Equity
Distribution Agreement. The Company has the right to decide if it will sell
stock, and the timing and amount of stock sold to Cornell, with the purchase
price based upon the market price of the Company's common stock at the time of
each sale. Funding of the $10,000,000 will commence at the Company's election
after certain conditions are satisfied, including the Securities and Exchange
Commission ("SEC") declaring effective a registration statement covering the
shares of common stock that may be purchased by Cornell.

On July 20, 2005, the Company filed a Registration Statement on Form SB-2 with
the SEC to register the shares of common stock that may be purchased by Cornell


                                      -16-
<PAGE>

under the Standby Equity Distribution Agreement. Upon effectiveness of such
registration statement, it is the Company's current intention to periodically
sell shares of common stock to Cornell under the Standby Equity Distribution
Agreement to fund the Company's operations and financial commitments, subject to
the trading activity and trading range of the Company's common stock, as well as
general market conditions.

Cornell received 290,000 shares of the Company's common stock as a commitment
fee and will receive an additional 290,000 shares of the Company's common stock
on the first year anniversary of the Standby Equity Distribution Agreement.
Newbridge Securities Corporation ("Newbridge") will serve as exclusive placement
agent for the sale of the shares of common stock. In consideration for
Newbridge's services, Newbridge received 20,000 shares of the Company's common
stock. The 310,000 shares of common stock issued to Cornell and Newbridge were
recorded at par value of $0.08 per share (aggregate amount $24,800) and included
in deferred offering costs in the Company's balance sheet at June 30, 2005 and
December 31, 2004.

The Company is obligated to register the shares of common stock that would be
issued upon exercise of the warrant and conversion of the Debentures (the
"Registrable Securities"). The Company was originally obligated to prepare and
file, no later than forty-five (45) days from November 4, 2004 (the "Scheduled
Filing Deadline"), with the SEC a registration statement on Form S-1 or SB-2
(or, if the Company is then eligible, on Form S-3) under the 1933 Act (the
"Initial Registration Statement") for the registration for the resale by all
investors who purchased Debentures or the Company's Warrant. The Company is
required to use its best efforts (i) to have the Initial Registration Statement
declared effective by the SEC no later than one hundred twenty (120) days after
the date of filing (the "Scheduled Effective Deadline") and (ii) to insure that
the Initial Registration Statement and any subsequent Registration Statement
remains in effect until all of the Registrable Securities have been sold. The
Company shall be in default if the Initial Registration Statement is not
declared effective by the SEC within one hundred twenty (120) days after filing
thereof.

In the event the Initial Registration Statement is not filed by the Scheduled
Filing Deadline or is not declared effective by the SEC on or before the
Scheduled Effective Date, or if after the Initial Registration Statement has
been declared effective by the SEC, sales cannot be made pursuant to the Initial
Registration Statement (whether because of a failure to keep the Initial
Registration Statement effective, failure to disclose such information as is
necessary for sales to be made pursuant to the Initial Registration Statement,
failure to register sufficient shares of common stock or otherwise, then as
partial relief for the damages to any holder of Registrable Securities by reason
of any such delay in or reduction of its ability to sell the underlying shares
of common stock (which remedy shall not be exclusive of any other remedies at
law or in equity), the Company will pay as liquidated damages (the "Liquidated
Damages") to the holder, at the Company's option, either a cash amount or shares
of the Company's common stock within three (3) business days, after demand
therefore, equal to two percent (2%) of the liquidated value of the Convertible
Debentures outstanding as Liquidated Damages for each thirty (30) day period
after the Scheduled Filing Deadline or the Scheduled Effective Date as the case
may be. Should the Company issue shares in lieu of cash to satisfy the
liquidated damages outstanding, the price of the stock issued shall be
calculated using the average closing bid price for the five (5) day period
immediately preceding demand.

Effective February 15, 2005, Advantage agreed to change the deadline for filing
the Initial Registration Statement to March 31, 2005 in exchange for the Company
agreeing to make monthly interest payments on the Debentures. Accordingly, at
March 31, 2005, the Company did not record a provision for Liquidated Damages.
The Company recorded Liquidated Damages of $32,153 at June 30, 2005, which has
been included in interest expense in the condensed consolidated financial
statements for the three months and six months ended June 30, 2005.

On January 6, 2005, pursuant to an agreement dated as of August 31, 2004 and as
a result of the execution of the Standby Equity Distribution Agreement and the
completion of the issuance of the Debentures, the Company issued 448,000 shares
of common stock to Knightsbridge Holdings, LLC ("Knightsbridge") as a referral
fee. The Company is obligated to file a registration statement to cover 200% of
the shares so issued. The agreement with Knightsbridge is for an initial term
through February 28, 2005, and shall continue thereafter on a month-to-month
basis, but the Company shall not have the right to terminate the agreement until


                                      -17-
<PAGE>

such time as it has fulfilled all of its obligations under its agreement with
Advantage. The Company also agreed to pay Knightsbridge a monthly consulting fee
of $2,500. The fair market value of the shares of $201,600 ($0.45 per share) was
recorded as a discount to the face value of the Debentures on January 6, 2005,
and is being charged to operations as interest expense over the remaining term
of the Debentures.

The agreement with Knightsbridge also provides that during the term of the
agreement and for a period of two (2) years thereafter, through a source
introduced, directly or indirectly, by Knightsbridge, with respect to any
financing transaction that the Company completes, that Knightsbridge shall
receive a referral fee for debt financings ranging from 1% to 2% and for equity
financings ranging from 1.5% to 4%; and with respect to a merger or acquisition
transaction, that Knightsbridge shall receive 5% of any securities issued by the
Company and a fee ranging from 3% to 5% of the defined transaction value.


8.   Legal Proceedings

The Company's Las Vegas ride facility was located at the Forum Shops at Caesar's
Palace Hotel and Casino (the "Forum Shops"). The Forum Shops is a high traffic
tourist mall located between Caesar's Palace Hotel and Casino and the Mirage
Hotel on the Las Vegas Strip. The Las Vegas ride facility provided approximately
94% of the Company's consolidated revenues in 2003, and was the Company's
primary source of operating cash flow.

Since early 2003, the Forum Shops had been engaged in construction related to an
expansion program immediately adjacent to the Company's Las Vegas ride facility,
which the Company believed negatively impacted customer traffic and operating
conditions at this ride facility during 2003. The Company had been in
discussions with the management of the Forum Shops regarding this issue, as a
result of which the Company suspended the payment of rent on the Las Vegas ride
facility lease during mid-2003. During October 2003, the Forum Shops commenced
litigation against the Company to collect back rent and to evict the Company's
ride facility and terminate the Company's lease. As a result of the
aforementioned factors, the Company's business, operating results and financial
condition were adversely affected, which contributed to the Company's decision
to close this ride facility on or about December 31, 2003.

The Company believes it has meritorious claims against the Forum Shops, and has
filed counter-claims and intends to vigorously defend itself against this
lawsuit. As this litigation is in its early stages, the Company is currently
unable to predict its ultimate resolution. The Company believes that it has made
adequate provision for any loss contingency with respect to this litigation in
its condensed consolidated financial statements.


9.   Equity-Based Transactions

Arrangement with Financial Advisory Firm:

Effective as of January 3, 2002, the Company entered into a two-year arrangement
with a financial advisory firm, Gang Consulting Ltd., which provided for the
payment of monthly compensation, either in the form of a payment of $10,000 or
the issuance of 25,000 shares of common stock. This arrangement was subsequently
extended through December 31, 2004.

During the three months and six months ended June 30, 2004, the Company issued
75,000 shares and 150,000 shares of common stock to such firm, respectively. The
aggregate fair market value of such shares of $37,000 and $62,750, respectively,
was charged to operations as general and administrative expense during the three
months and six months ended June 30, 2004, respectively.

Effective January 3, 2005, the Company and Gang Consulting Ltd. entered into a
new two-year consulting arrangement commencing January 1, 2005 that provided
for: (1) the termination of the consulting fee payable to Gang Consulting Ltd.
of $10,000 per month; (2) the cancellation of common stock purchase warrants
previously issued to Gang Consulting Ltd. to purchase an aggregate of 800,000
shares of common stock in equal installments of 100,000 shares at $0.50, $1.00,
$1.50, $2.00, $2.50, $3.00, $3.50 and $4.00 per share, respectively; and (3) the


                                      -18-
<PAGE>

issuance of common stock purchase warrants to purchase 400,000 shares of common
stock, which were fully vested at issuance and exercisable through May 1, 2008
as follows: 100,000 shares at $0.25 per share; 100,000 shares at $0.50 per
share; 50,000 shares at $0.75 per share; 50,000 shares at $1.00 per share;
25,000 shares at $1.25 per share; 25,000 shares at $1.50 per share; 25,000
shares at $1.75 per share; and 25,000 shares at $2.00 per share. The aggregate
fair value of such warrants, calculated pursuant to the Black-Scholes option
pricing model, of $172,000 was charged to operations as general and
administrative expense during the six months ended June 30, 2005, as the
warrants were fully vested and non-forfeitable at the date of issuance.

During the three months and six months ended June 30, 2004, such firm exercised
a warrant to purchase 100,000 shares of common stock at $0.25 per share, as a
result of which the Company received total cash proceeds of $25,000.


Other Equity-Based Transactions During the Three Months and Six Months Ended
June 30, 2004:

On December 11, 2003, the Company adopted the 2003 Consultant Stock Plan (the
"Consultant Stock Plan"). The purpose of the Consultant Stock Plan is to advance
the interests of the Company by helping the Company obtain and retain the
services of persons providing consulting services upon whose judgment,
initiative, efforts and/or services the Company is substantially dependent, by
offering to or providing those persons with incentives or inducements affording
such persons an opportunity to become owners of capital stock of the Company.
Consultants or advisors are eligible to receive grants under the plan program
only if they are natural persons providing bona fide consulting services to the
Company or its subsidiaries, with the exception of any services they may render
in connection with the offer and sale of the Company's securities in a
capital-raising transaction, or which may directly or indirectly promote or
maintain a market for the Company's securities.

The Consultant Stock Plan provides for the granting of either common share
purchase options or stock bonuses as compensation. A total of 1,600,000 common
shares were reserved for issuance under the Consultant Stock Plan. If any awards
granted under the plan are forfeited for any reason before they have been
exercised, vested or issued in full, the unused shares subject to those expired,
terminated or forfeited awards will again be available for purposes of the plan.
No awards may be issued after December 11, 2013.

On March 3, 2004, the Company filed with the Securities and Exchange Commission
a registration statement on Form S-8 for the purpose of registering 1,600,000
common shares issuable under the Consultant Stock Plan under the Securities Act
of 1933.

Effective March 29, 2004, the Company issued 300,000 shares of common stock
under the 2003 Consultant Stock Plan to Benjamin Frankel, a director of the
Company and a partner in the accounting firm of Frankel, Logden, Lacher,
Golditch, Sardi & Howard, for accounting and tax services. The aggregate fair
market value of such shares on the date of issuance was $162,000 ($0.54 per
share), of which $74,155 was applied to reduce the Company's related accounts
payable balance and $87,845 was classified as prepaid accounting fee to related
party. As of June 30, 2005 and December 31, 2004, the remaining balance of
prepaid accounting fee to related party was $27,876 and $39,279, respectively.

Effective June 16, 2004, the Company issued 111,112 shares of common stock and a
warrant to purchase 100,000 shares of common stock, all under the 2003
Consultant Stock Plan, to Erick Richardson, a partner in the law firm of
Richardson & Patel LLP, for legal services. The warrant was exercisable for a
period of five years, one-half at $0.50 per share and one-half at $1.00 per
share. The aggregate fair market value of the shares on the date of issuance was
$50,000 ($0.45 per share), all of which was applied to reduce the Company's
related accounts payable balance. The aggregate fair value of the warrant,
calculated pursuant to the Black-Scholes option-pricing model, was $44,500, and
was charged to operations as general and administrative expense during the three
months and six months ended June 30, 2004.

During the three months and six months ended June 30, 2004, the Company sold
400,000 shares of its common stock to accredited investors in a private
placement at $0.50 per share, generating $200,000 of equity capital.

During the three months and six months ended June 30, 2004, the Company
cancelled 25,000 shares of common stock with a fair market value of $2,500.

                                      -19-
<PAGE>

On October 10, 2003, the Company entered into a two year consulting agreement
with a consultant. The Company issued a warrant to the consultant to purchase
400,000 shares of common stock, exercisable at $0.10 per share through October
10, 2006 in monthly installments of 16,667 shares. The fair value of such
warrant was calculated pursuant to the Black-Scholes option-pricing model as
$40,000 and was credited to additional paid-in capital and charged to deferred
compensation in the stockholder's deficiency section of the Company's balance
sheet. This amount is being charged to operations as general and administrative
expense over the two year period beginning October 1, 2003 and ending September
30, 2005. Accordingly, for the three months and six months ended June 30, 2004,
$5,000 and $10,000, respectively, were charged to operations as general and
administrative expense with respect to such warrant.


Other Equity-Based Transactions During the Three Months and Six Months Ended
June 30, 2005:

On January 31, 2005, the Company issued 104,845 shares of common stock under the
2003 Consultant Stock Plan and 136,539 shares of common stock pursuant to an
exemption from registration to Erick Richardson, a partner in the law firm of
Richard & Patel, LLP, for legal services. The shares issued pursuant to an
exemption from registration have piggyback registration rights. The aggregate
fair market value of the 241,384 shares on the date of issuance was $101,382
($0.42 per share), all of which was applied to reduce the Company's accounts
payable balance to such law firm. The Company also issued an option to purchase
18,800 shares of common stock under the 2003 Consultant Stock Plan, exercisable
for a period of five years at $0.50 per share, which had a fair value calculated
pursuant to the Black-Scholes option pricing model of $7,896. The Company also
agreed to reduce the exercise price of a warrant to purchase 50,000 shares of
common stock previously issued to Erick Richardson under the 2003 Consultant
Stock Plan on June 16, 2004, from $1.00 per share to $0.50 per share, which had
a fair value calculated pursuant to the Black-Scholes option pricing model of
$20,500. The aggregate fair value of such warrants of $28,396 was charged to
operations as general and administrative expense during the three months ended
March 31, 2005.

Effective February 28, 2005, the Company terminated a consulting agreement with
a financial public relations firm and agreed to issue 36,000 shares of common
stock as payment of the accrued but unpaid fee to such firm of $18,000. The
shares of common stock have piggyback registration rights. The effective price
of $0.50 per share was in excess of the fair market value of the Company's
common stock on February 28, 2005.

On January 6, 2005, the Company issued 448,000 shares of common stock to
Knightsbridge Holdings, LLC as a loan referral fee with a value of $201,600 (see
Note 7).

On May 24, 2005, the Company entered into a one year consulting services
agreement with CollegeStock LLC for public relations and communications
services, which provides for a cash payment of $7,500 and the issuance of a
warrant to purchase 20,000 shares of the Company's common stock exercisable at
$0.24 per share through May 24, 2008. The fair value of such warrant, calculated
pursuant to the Black-Scholes option-pricing model, of $4,600 was charged to
operations as general and administrative expense during the three months and six
months ended June 30, 2005, as the warrant was fully vested and non-forfeitable
at the date of issuance.

On June 30, 2005, the Company entered into a three month consulting agreement
with Wall Streets Inside Reporter, Inc. for marketing and strategic planning
services, which provides for a monthly cash payment of $5,000 and the issuance
of 140,000 shares of common stock. The shares of common stock have piggyback
registration rights. The aggregate value of such shares of $35,000 was charged
to deferred compensation in the stockholders' deficiency section of the
condensed consolidated balance sheet at June 30, 2005. This amount will be
charged to operations as general and administrative expense over the three month
period beginning July 1, 2005 and ending September 30, 2005.

On October 10, 2003, the Company entered into a two year consulting agreement
with a consultant. The Company issued a warrant to the consultant to purchase
400,000 shares of common stock, exercisable at $0.10 per share through October
10, 2006 in monthly installments of 16,667 shares. The fair value of such
warrant was calculated pursuant to the Black-Scholes option-pricing model as


                                      -20-
<PAGE>

$40,000 and was credited to additional paid-in capital and charged to deferred
compensation in the stockholder's deficiency section of the Company's balance
sheet. This amount is being charged to operations as general and administrative
expense over the two year period beginning October 1, 2003 and ending September
30, 2005. Accordingly, for the three months and six months ended June 30, 2005,
$5,000 and $10,000, respectively, were charged to operations as general and
administrative expense with respect to such warrant.

                                      -21-
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Special Note Regarding Forward-Looking Statements:

This Quarterly Report on Form 10-QSB for the quarterly period ended June 30,
2005 contains "forward-looking" statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, including statements that include the words
"believes", "expects", "anticipates", or similar expressions. These
forward-looking statements may include, among others, statements concerning the
Company's expectations regarding its business, growth prospects, revenue trends,
operating costs, working capital requirements, facility expansion plans,
competition, results of operations and other statements of expectations,
beliefs, future plans and strategies, anticipated events or trends, and similar
expressions concerning matters that are not historical facts. The
forward-looking statements in this Quarterly Report on Form 10-QSB for the
quarterly period ended June 30, 2005 involve known and unknown risks,
uncertainties and other factors that could the cause actual results, performance
or achievements of the Company to differ materially from those expressed in or
implied by the forward-looking statements contained herein.

Each forward-looking statement should be read in context with, and with an
understanding of, the various disclosures concerning the Company and its
business made elsewhere in this Quarterly Report on Form 10-QSB for the
quarterly period ended June 30, 2005, as well as other public reports filed with
the United States Securities and Exchange Commission. Investors should not place
undue reliance on any forward-looking statement as a prediction of actual
results or developments. Except as required by applicable law or regulation, the
Company undertakes no obligation to update or revise any forward-looking
statement contained in this Quarterly Report on Form 10-QSB for the quarterly
period ended June 30, 2005.


Overview:

Through December 31, 2003, the Company was in the ride simulator business. This
line of business was discontinued effective December 31, 2003.

During the year ended December 31, 2003, the Company owned 50% of Tickets2Nite,
LLC, a company engaged in the sale of tickets for Las Vegas shows at 50% of the
original box office price, on the same day of the performance, from a ticket
booth located on the Las Vegas Strip. The operations of this business were
terminated effective December 31, 2003.

Effective January 1, 2004, the Company's sole business activity, through its
wholly-owned subsidiary, Tix4Tonight, LLC, was the sale of tickets for Las Vegas
shows at 50% of the original box office price, on the same day of the
performance, from ticket booths located on the Las Vegas Strip.


Critical Accounting Policies and Estimates:

The Company prepared its consolidated financial statements in accordance with
accounting principles generally accepted in the United States of America. The
preparation of these financial statements requires the use of estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period. Management periodically evaluates the estimates and judgments made.
Management bases its estimates and judgments on historical experience and on
various factors that are believed to be reasonable under the circumstances.
Actual results may differ from these estimates as a result of different
assumptions or conditions.

The following critical accounting policies affect the more significant judgments
and estimates used in the preparation of the Company's consolidated financial
statements.

Revenue Recognition and Presentation:

The Company's Las Vegas half-price show ticketing business recognizes as revenue
only the commissions and related transaction fees earned from the sale of show


                                      -22-
<PAGE>

tickets for various Las Vegas shows at the time that the tickets are sold.
Commissions are calculated based on the face value of the show ticket. Revenues
do not include the amounts for which the show tickets are sold to customers. The
Company does not have accounts receivable associated with its sales
transactions, as payment is collected at the time of sale.

Impairment of Long-Lived Assets:

The Company's long-lived assets consist of property and equipment. In assessing
the impairment of property and equipment, the Company makes assumptions
regarding the estimated future cash flows and other factors to determine the
fair value of the respective assets. If these estimates or the related
assumptions change in the future, the Company may be required to record
impairment charges for these assets.

Income Taxes:

The Company records a valuation allowance to reduce its deferred tax assets to
the amount that is more likely than not to be realized. In the event the Company
was to determine that it would be able to realize its deferred tax assets in the
future in excess of its recorded amount, an adjustment to the deferred tax
assets would be credited to operations in the period such determination was
made. Likewise, should the Company determine that it would not be able to
realize all or part of its deferred tax assets in the future, an adjustment to
the deferred tax assets would be charged to operations in the period such
determination was made.


Results of Operations:

For the three months and six months ended June 30, 2005 and 2004, the Company's
only source of operating revenues was from its wholly-owned Nevada limited
liability company, Tix4Tonight, LLC, which commenced the operations of a
same-day, half-price show ticketing business in Las Vegas in January 2004.

Three Months Ended June 30, 2005 and 2004 -

Revenues. Revenues from ticket commissions and fees were $620,205 for the three
months ended June 30, 2005, as compared to $377,750 for the three months ended
June 30, 2004, an increase of $242,455 or 64.2%. Commissions and fees were
earned on the gross sales value of show tickets sold to customers of $2,486,786
for the three months ended June 30, 2005, as compared to $1,448,951 for the
three months ended June 30, 2004, an increase of $1,037,835 or 71.6%.
Commissions and fees earned as a percentage of gross ticket sales were 24.9% for
the three months ended June 30, 2005, as compared to 26.1% for the three months
ended June 30, 2004.

Direct Costs of Revenues. Direct costs of revenues were $363,844 for the three
months ended June 30, 2005, as compared to $182,173 for the three months ended
June 30, 2004. Direct costs of revenues increased to 58.7% of revenues for the
three months ended June 30, 2005, as compared to 53.9% of revenues for the three
months ended June 30, 2004, as a result of an increase in rent expense for the
Company's Las Vegas ticket booths.

Selling and Marketing Expenses. Selling and marketing expenses were $90,892 for
the three months ended June 30, 2005, as compared to $106,209 for the three
months ended June 30, 2004, a decrease of $15,317 or 14.4%. Since the Company's
Tix4Tonight operations commenced operations effective January 1, 2004, the first
several months of 2004 were the initial period of operations for Tix4Tonight.
The decrease in selling and marketing expenses in 2005 as compared to 2004 was a
result of the Company incurring significant introductory promotional
expenditures for its Tix4Tonight operations during the six months ended June 30,
2004.

Selling and marketing expenses consist primarily of advertising and promotional
costs related to the Tix4Tonight business. The Company does not expect selling
and marketing expenses to increase significantly to the extent that the Company
opens additional ticket booths in Las Vegas.

General and Administrative Expenses. General and administrative expenses were
$432,490 for the three months ended June 30, 2005, as compared to $436,469 for
the three months ended June 30, 2004, a decrease of $3,979 or 0.9%. Included in
general and adminstrative expenses were non-cash


                                      -23-
<PAGE>

consulting and advisory fees of $9,600 for the three months ended June 30, 2005,
as compared to $84,000 for the three months ended June 30, 2004.

Significant components of general and administrative expenses consist of
personnel and personnel-related costs, insurance, legal and accounting fees,
consulting and advisory fees, and occupancy costs.

Depreciation and Amortization. Depreciation and amortization was $20,835 for the
three months ended June 30, 2005, as compared to $15,248 for the three months
ended June 30, 2004, an increase of $5,587 or 36.6%, primarily as a result of
depreciation incurred with respect to Tix4Tonight.

Loss from Operations. As a result of the aforementioned factors, the loss from
operations was $287,856 for the three months ended June 30, 2005, as compared to
a loss from operations of $362,349 for the three months ended June 30, 2004.

Interest Income. Interest income was $4 for the three months ended June 30,
2005, as compared to $1 for the three months ended June 30, 2004.

Other Income. Other income was $272 for the three months ended June 30, 2004.
The Company did not have any other income for the three months ended June 30,
2005.

Interest Expense. Interest expense was $163,840 for the three months ended June
30, 2005, as compared to $44,294 for the three months ended June 30, 2004, an
increase of $119,546, as a result of non-cash interest charges incurred as a
result of the amortization of the discount related to the Debentures that were
issued in December 2004 and January 2005, and $32,153 of additional interest
expense for the three months ended June 30, 2005 as a result of the Company not
filing a registration statement with the Securities and Exchange Commission to
register the shares of common issuable upon conversion of the Debentures by
March 31, 2005. The registration statement was filed with the Securities and
Exchange Commission on July 20, 2005.

Loss from Continuing Operations. As a result of the aforementioned factors, the
loss from continuing operations was $451,692 for the three months ended June 30,
2005, as compared to a loss from continuing operations of $406,370 for the three
months ended June 30, 2004.

Income from Discontinued Operations. Income from discontinued operations was
$1,670 for the three months ended June 30, 2005, as compared to income from
discontinued operations of $26,014 for the three months ended June 30, 2004,
relating to the Company's former ride simulator business, which was terminated
effective December 31, 2003.

Net Loss. As a result of the aforementioned factors, net loss was $450,022 for
the three months ended June 30, 2005, as compared to a net loss of $380,356 for
the three months ended June 30, 2004.


Six Months Ended June 30, 2005 and 2004 -

Revenues. Revenues from ticket commissions and fees were $1,150,689 for the six
months ended June 30, 2005, as compared to $668,446 for the six months ended
June 30, 2004, an increase of $482,243 or 72.1%. Commissions and fees were
earned on the gross sales value of show tickets sold to customers of $4,454,248
for the six months ended June 30, 2005, as compared to $2,573,130 for the six
months ended June 30, 2004, an increase of $1,881,118 or 73.1%. Commissions and
fees earned as a percentage of gross ticket sales were 25.8% for the six months
ended June 30, 2005, as compared to 26.0% for the six months ended June 30,
2004.

Direct Costs of Revenues. Direct costs of revenues were $709,839 for the six
months ended June 30, 2005, as compared to $340,045 for the six months ended
June 30, 2004. Direct costs of revenues increased to 61.7% of revenues for the
six months ended June 30, 2005, as compared to 50.9% of revenues for the six
months ended June 30, 2004, as a result of an increase in rent expense for the
Company's Las Vegas ticket booths.

Selling and Marketing Expenses. Selling and marketing expenses were $159,778 for
the six months ended June 30, 2005, as compared to $201,983 for the six months


                                      -24-
<PAGE>

ended June 30, 2004, a decrease of $42,205 or 20.9%. Since the Company's
Tix4Tonight operations commenced operations effective January 1, 2004, the first
several months of 2004 were the initial period of operations for Tix4Tonight.
The decrease in selling and marketing expenses in 2005 as compared to 2004 was a
result of the Company incurring significant introductory promotional
expenditures for its Tix4Tonight operations during the three months ended June
30, 2004.

Selling and marketing expenses consist primarily of advertising and promotional
costs related to the Tix4Tonight business. The Company does not expect selling
and marketing expenses to increase significantly to the extent that the Company
opens additional ticket booths in Las Vegas.

General and Administrative Expenses. General and administrative expenses were
$1,135,783 for the six months ended June 30, 2005, as compared to $706,481 for
the six months ended June 30, 2004, an increase of $429,302 or 60.8%, primarily
as a result of an increase in consulting and advisory fees, legal and accounting
fees, and investor relations fees. The Company incurred such increased fees
primarily as a result of its efforts to raise additional capital and develop
investor interest in the Company. Included in general and adminstrative expenses
were non-cash consulting and advisory fees of $232,996 for the six months ended
June 30, 2005 (including $172,000 related to the issuance of warrants to Gang
Consulting Ltd.), as compared to $114,750 for the six months ended June 30,
2004.

Significant components of general and administrative expenses consist of
personnel and personnel-related costs, insurance, legal and accounting fees,
consulting and advisory fees, and occupancy costs.

Depreciation and Amortization. Depreciation and amortization was $39,392 for the
six months ended June 30, 2005, as compared to $30,360 for the six months ended
June 30, 2004, an increase of $9,032 or 29.7%, primarily as a result of
depreciation incurred with respect to Tix4Tonight.

Loss from Operations. As a result of the aforementioned factors, the loss from
operations was $894,103 for the six months ended June 30, 2005, as compared to a
loss from operations of $610,423 for the six months ended June 30, 2004.

Interest Income. Interest income was $6 for the six months ended June 30, 2005,
as compared to $10 for the six months ended June 30, 2004.

Other Income. Other income was $272 for the six months ended June 30, 2004. The
Company did not have any other income for the six months ended June 30, 2005.

Interest Expense. Interest expense was $309,451 for the six months ended June
30, 2005, as compared to $91,974 for the six months ended June 30, 2004, an
increase of $217,477, as a result of non-cash interest charges incurred as a
result of the amortization of the discount related to the Debentures that were
issued in December 2004 and January 2005, and $32,153 of additional interest
expense for the six months ended June 30, 2005 as a result of the Company not
filing a registration statement with the Securities and Exchange Commission to
register the shares of common issuable upon conversion of the Debentures by
March 31, 2005. The registration statement was filed with the Securities and
Exchange Commission on July 20, 2005.

Loss from Continuing Operations. As a result of the aforementioned factors, loss
from continuing operations was $1,203,548 for the six months ended June 30,
2005, as compared to a loss from continuing operations of $702,115 for the six
months ended June 30, 2004.

Loss from Discontinued Operations. Loss from discontinued operations was $8,393
for the six months ended June 30, 2005, as compared to a loss from discontinued
operations of $16,923 for the six months ended June 30, 2004, relating to the
Company's former ride simulator business, which was terminated effective
December 31, 2003.

Net Loss. As a result of the aforementioned factors, net loss was $1,211,941 for
the six months ended June 30, 2005, as compared to a net loss of $719,038 for
the six months ended June 30, 2004.

                                      -25-
<PAGE>


Liquidity and Capital Resources - June 30, 2005:

During the last few years, the Company has relied on the proceeds from loans
from both unrelated and related parties, capital leases and the sale of its debt
and equity securities to provide the resources necessary to develop its ride
facility business, fund its business operations and invest in its Las Vegas
business ventures. During December 2004, the Company issued a 5% convertible
debenture with a face value of $250,000, with interest at 5%, due March 7, 2006,
which generated net proceeds to the Company of $200,000. The Company issued
another convertible debenture for $280,000 during January 2005 and received net
proceeds of $224,300. The Company is continuing its efforts to raise new capital
in 2005 to support the development and expansion of its Tix4Tonight, LLC Las
Vegas show ticketing business, although there can be no assurances that the
Company will be successful in this regard.

Going Concern:

The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. However, the Company
had a net loss of $1,617,365 and negative cash flow from operations of $534,323
during the year ended December 31, 2004, and had a working capital deficiency of
$1,265,185 and a stockholders' deficiency of $2,010,795 at December 31, 2004.
During the six months ended June 30, 2005, the Company incurred a further net
loss of $1,211,941 and a negative cash flow from operations of $52,194, and had
a working capital deficiency of $2,041,390 and a stockholders' deficiency of
$2,616,758 at June 30, 2005. These factors raise substantial doubt about the
Company's ability to continue as a going concern. The financial statements do
not include any adjustments relating to the recoverability and classification of
recorded asset amounts, or amounts and classification of liabilities that might
result from this uncertainty.

The Company will require additional capital to fund operating and debt service
requirements and to expand the operations of Tix4Tonight, and the Company has
been exploring various alternatives to raise this required capital. To the
extent that the Company is unable to secure the capital necessary to fund its
future cash requirements on a timely basis and/or under acceptable terms and
conditions, the Company may not have sufficient cash resources to maintain
operations. In such event, the Company may be required to consider a formal or
informal restructuring or reorganization.

Operating Activities. Operating activities utilized cash of $52,194 during the
six months ended June 30, 2005, as compared to $437,384 during the six months
ended June 30, 2004, primarily as a result of an increase in accounts payable
and accrued liabilities and deferred revenue in 2005. At June 30, 2005, the
Company had cash of $129,632, as compared to $131,186 at December 31, 2004.

The Company had a working capital deficiency of $2,041,390 at June 30, 2005, as
compared to $1,265,185 at December 31, 2004, primarily as a result of an
increase in accounts payable and accrued liabilities and deferred revenue, and
the classification of the Debentures issued in December 2004 and January 2005 as
current liabilities at June 30, 2005. Accounts payable and accrued liabilities
at June 30, 2005 and December 31, 2004 included $77,792 and $41,594,
respectively, of accrued compensation due to the Company's Chief Executive
Officer.

During August 2004, the Company relocated the administrative offices of
Tix4Tonight to a new office facility in Las Vegas, Nevada, under a long-term
lease. During March 2005, the lease for the Las Vegas administrative offices of
Tix4Tonight was amended to provide for an early termination provision, which
entitled the Company to receive a cash payment of $100,000 upon delivery of a
notice of early termination to the landlord. On April 1, 2005, the Company
issued a notice of early termination to the landlord, as a result of which the
Company is required to vacate the premises by October 1, 2005. During April
2005, the Company received a cash payment of $100,000 from the landlord, which
has been shown as deferred income in the condensed consolidated balance sheet at
June 30, 2005. The Company will recognize the $100,000 cash payment as income
when it relocates the Las Vegas administrative offices of Tix4Tonight to a new
office facility or makes other arrangements for a new office lease.

                                      -26-
<PAGE>

Investing Activities. For the six months ended June 30, 2005, investing
activities utilized net cash of $134,152 for the purchase of property and
equipment. For the six months ended June 30, 2004, investing activities provided
net cash of $423,575, consisting of distributions and reimbursements from
Tickets2Nite of $457,179, reduced by the purchase of property and equipment of
$33,604.

Financing Activities. For the six months ended June 30, 2005, financing
activities provided net cash of $184,792, consisting of the net proceeds from
the issuance of a convertible debenture of $224,300, reduced by payments on
notes payable of $14,800 and payments on capital lease obligations of $24,708.
For the six months ended June 30, 2004, financing activities provided net cash
of $33,488, consisting of $200,000 from the sale common stock and $25,000 from
the exercise of a warrant, reduced by repayment of a bank line of credit of
$174,000 and payments on capital lease obligations of $17,512.

On January 6, 2005, the Company issued a 5% convertible debenture with a face
value of $280,000, with interest at 5%, due March 7, 2006, which generated net
proceeds to the Company of $224,300. The Company also entered into a financing
transaction on December 7, 2004 under which an investment firm, at the request
of the Company, will periodically purchase up to $10,000,000 of the Company's
common stock over 24 months pursuant to a Standby Equity Distribution Agreement,
subject to the requirements as set forth in such Standby Equity Distribution
Agreement (see below).

Issuance of Convertible Debentures and Standby Equity Distribution Agreement:

On December 7, 2004, the Company closed a financing transaction in which it sold
5% secured convertible debentures (the "Debentures") to Advantage Development
Capital Corp. ("Advantage"). The Company issued a Debenture with a face value of
$250,000 upon closing and received net proceeds of $200,000. The Company issued
another Debenture for $280,000 on January 6, 2005 and received net proceeds of
$224,300. The Debentures mature on March 7, 2006. Based on the maturity date of
the Debentures, the Debentures have been classified in the Company's balance
sheet as non-current liabilities at December 31, 2004 and as current liabilities
at June 30, 2005.

Interest on the Debentures was originally due at the maturity date and is now
payable monthly (see below) in cash or common stock, at the option of holder.
The Debentures are secured by all of the assets and property of the Company. At
the option of the holder, the Debentures are convertible from time to time after
nine months from the date of closing into the Company's common stock at a price
per share of either (a) an amount equal to one hundred twenty percent (120%) of
the volume weighted average price of the Common Stock as listed on the National
Association of Securities Dealers, Inc.'s Over-The-Counter Bulletin Board, as
quoted by Bloomberg, L.P. on the closing date or (b) an amount equal to eighty
percent (80%) of the average volume weighted average price of the Company's
Common Stock, as quoted by Bloomberg, L.P. for the five (5) trading days
immediately preceding the conversion date. Notwithstanding the foregoing, at no
time shall the conversion price be less than $0.25 per share. The Company has an
option to redeem all or a portion of the outstanding Debentures at a redemption
price of one hundred twenty percent (120%) of the amount redeemed plus accrued
interest.

On November 4, 2004, the Company also issued to Advantage a warrant to purchase
100,000 shares of common stock exercisable at $0.25 per share through November
4, 2007, which was determined to have a fair value, calculated pursuant to the
Black-Scholes option-pricing model, of $36,000.

The Debentures are convertible into equity based on their face amount, which
results in a beneficial conversion feature with a fair value of $62,500 for the
$250,000 Debenture and $70,000 for the $280,000 Debenture. The aggregate value
of the warrant of $36,000, the value of the beneficial conversion features of
$62,500 and $70,000, and the aggregate related financing costs of $90,700 paid
by the Company to the lender were recorded as a discount to the face value of
the Debentures, and are being charged to operations as interest expense over the
term of the Debentures.

In addition, on December 7, 2004, the Company entered into a financing
transaction with Cornell Capital Partners, LP ("Cornell") under which Cornell,
at the request of the Company, will periodically purchase up to $10,000,000 of
the Company's common stock over 24 months pursuant to a Standby Equity
Distribution Agreement. The Company has the right to decide if it will sell
stock, and the timing and amount of stock sold to Cornell, with the purchase


                                      -27-
<PAGE>

price based upon the market price of the Company's common stock at the time of
each sale. Funding of the $10,000,000 will commence at the Company's election
after certain conditions are satisfied, including the Securities and Exchange
Commission ("SEC") declaring effective a registration statement covering the
shares of common stock that may be purchased by Cornell.

On July 20, 2005, the Company filed a Registration Statement on Form SB-2 with
the SEC to register the shares of common stock that may be purchased by Cornell
under the Standby Equity Distribution Agreement. Upon effectiveness of such
registration statement, it is the Company's current intention to periodically
sell shares of common stock to Cornell under the Standby Equity Distribution
Agreement to fund the Company's operations and financial commitments, subject to
the trading activity and trading range of the Company's common stock, as well as
general market conditions.

Cornell received 290,000 shares of the Company's common stock as a commitment
fee and will receive an additional 290,000 shares of the Company's common stock
on the first year anniversary of the Standby Equity Distribution Agreement.
Newbridge Securities Corporation ("Newbridge") will serve as exclusive placement
agent for the sale of the shares of common stock. In consideration for
Newbridge's services, Newbridge received 20,000 shares of the Company's common
stock. The 310,000 shares of common stock issued to Cornell and Newbridge were
recorded at par value of $0.08 per share (aggregate amount $24,800) and included
in deferred offering costs in the Company's balance sheet at June 30, 2005 and
December 31, 2004.

The Company is obligated to register the shares of common stock that would be
issued upon exercise of the warrant and conversion of the Debentures (the
"Registrable Securities"). The Company was originally obligated to prepare and
file, no later than forty-five (45) days from November 4, 2004 (the "Scheduled
Filing Deadline"), with the SEC a registration statement on Form S-1 or SB-2
(or, if the Company is then eligible, on Form S-3) under the 1933 Act (the
"Initial Registration Statement") for the registration for the resale by all
investors who purchased Debentures or the Company's Warrant. The Company is
required to use its best efforts (i) to have the Initial Registration Statement
declared effective by the SEC no later than one hundred twenty (120) days after
the date of filing (the "Scheduled Effective Deadline") and (ii) to insure that
the Initial Registration Statement and any subsequent Registration Statement
remains in effect until all of the Registrable Securities have been sold. The
Company shall be in default if the Initial Registration Statement is not
declared effective by the SEC within one hundred twenty (120) days after filing
thereof.

In the event the Initial Registration Statement is not filed by the Scheduled
Filing Deadline or is not declared effective by the SEC on or before the
Scheduled Effective Date, or if after the Initial Registration Statement has
been declared effective by the SEC, sales cannot be made pursuant to the Initial
Registration Statement (whether because of a failure to keep the Initial
Registration Statement effective, failure to disclose such information as is
necessary for sales to be made pursuant to the Initial Registration Statement,
failure to register sufficient shares of common stock or otherwise, then as
partial relief for the damages to any holder of Registrable Securities by reason
of any such delay in or reduction of its ability to sell the underlying shares
of common stock (which remedy shall not be exclusive of any other remedies at
law or in equity), the Company will pay as liquidated damages (the "Liquidated
Damages") to the holder, at the Company's option, either a cash amount or shares
of the Company's common stock within three (3) business days, after demand
therefore, equal to two percent (2%) of the liquidated value of the Convertible
Debentures outstanding as Liquidated Damages for each thirty (30) day period
after the Scheduled Filing Deadline or the Scheduled Effective Date as the case
may be. Should the Company issue shares in lieu of cash to satisfy the
liquidated damages outstanding, the price of the stock issued shall be
calculated using the average closing bid price for the five (5) day period
immediately preceding demand.

Effective February 15, 2005, Advantage agreed to change the deadline for filing
the Initial Registration Statement to March 31, 2005 in exchange for the Company
agreeing to make monthly interest payments on the Debentures. Accordingly, at
March 31, 2005, the Company did not record a provision for Liquidated Damages.
The Company recorded Liquidated Damages of $32,153 at June 30, 2005, which has
been included in interest expense in the condensed consolidated financial
statements for the three months and six months ended June 30, 2005.

                                      -28-
<PAGE>

On January 6, 2005, pursuant to an agreement dated as of August 31, 2004 and as
a result of the execution of the Standby Equity Distribution Agreement and the
completion of the issuance of the Debentures, the Company issued 448,000 shares
of common stock to Knightsbridge Holdings, LLC ("Knightsbridge") as a referral
fee. The Company is obligated to file a registration statement to cover 200% of
the shares so issued. The agreement with Knightsbridge is for an initial term
through February 28, 2005, and shall continue thereafter on a month-to-month
basis, but the Company shall not have the right to terminate the agreement until
such time as it has fulfilled all of its obligations under its agreement with
Advantage. The Company also agreed to pay Knightsbridge a monthly consulting fee
of $2,500. The fair market value of the shares of $201,600 ($0.45 per share) was
recorded as a discount to the face value of the Debentures on January 6, 2005,
and is being charged to operations as interest expense over the remaining term
of the Debentures.

The agreement with Knightsbridge also provides that during the term of the
agreement and for a period of two (2) years thereafter, through a source
introduced, directly or indirectly, by Knightsbridge, with respect to any
financing transaction that the Company completes, that Knightsbridge shall
receive a referral fee for debt financings ranging from 1% to 2% and for equity
financings ranging from 1.5% to 4%; and with respect to a merger or acquisition
transaction, that Knightsbridge shall receive 5% of any securities issued by the
Company and a fee ranging from 3% to 5% of the defined transaction value.

Transactions with Primary Secured Lender:

On December 31, 1996, the Company completed a financing agreement with Finova
Technology Finance, Inc., which was structured as a sale leaseback transaction
of certain equipment owned by the Company. Based on the substance of this
transaction, this financing agreement was accounted for as a note payable for
financial reporting purposes. The gross loan amount was $1,575,027, with
interest at 16.64% per annum, repayable over a four year period at $40,903 per
month, with a balloon payment of $157,503.

On March 10, 1999, the financing agreement was amended to reduce the monthly
payments and to extend the maturity date of the note payable. On June 25, 2001
and April 17, 2002, the Company entered into modification agreements and waivers
of default with the lender, which, among other provisions, cured prior defaults,
provided for various modifications to the terms and conditions of the loan,
extended the repayment date, and provided for the issuance of warrants to the
lender.

Required monthly payments on this loan were in default at December 31, 2003. As
a result, the principal balance of this loan of $716,242 at December 31, 2003
was classified as a current liability in the consolidated financial statements
at such date. Accrued interest payable on this loan was $126,375 at December 31,
2003 and $240,197 at September 30, 2004. Accordingly, the aggregate obligation
to the lender at September 30, 2004 was $956,439.

Effective October 29, 2004, the Company entered into a Forbearance Agreement
with the lender which provided for the Company to repay the lender its aggregate
obligation of $956,439 at September 30, 2004 as follows: (i) $175,000 of the
$956,439 (the "Discounted Amount") shall be paid commencing November 1, 2004,
and on the first day of each consecutive month, by payment of $3,000 to the
lender, to be applied first against interest accruing for the prior month at the
rate of 7.5% per annum, and then, to the extent available, as a reduction of the
$175,000 principal balance; (ii) on December 1, 2006, the unpaid principal
balance of the $175,000, plus accrued and unpaid interest, shall be fully due
and payable; and (iii) the $175,000 and any unpaid accrued interest may be paid
by the Company at any time prior to December 1, 2006. The remaining indebtedness
on September 30, 2004 in excess of the $175,000 in the amount of $781,439 (the
"Remaining Indebtedness") shall continue to bear interest at 16.64% per annum,
but shall be deemed fully satisfied if the Company pays the lender the entire
$175,000, with interest, as specified above. In conjunction with this agreement,
the Company also assigned to the lender as additional collateral its interest in
and rights to a key man life insurance policy on the Company's Chief Executive
Officer.

The Company expects to repay the Discounted Amount through new borrowings and/or
proceeds from the Standby Equity Distribution Agreement (see "Issuance of
Convertible Debentures and Standby Equity Distribution Agreement" above).
Although the Company expects to repay in full the Discounted Amount, and was in
compliance with the terms of the Forbearance Agreement at June 30, 2005 and
December 31, 2004, there can be no assurances that the Company will be


                                      -29-
<PAGE>

successful in this regard. Accordingly, the Remaining Indebtedness will remain
as a liability until such time as the Company has fully repaid the $175,000
pursuant to the terms of the Forbearance Agreement.

Commitments and Contingencies. At June 30, 2005, the Company did not have any
material commitments for capital expenditures other than with respect to its new
South Strip ticket booth site. The new South Strip location is planned for the
Hawaiian Marketplace Shopping Center after its redevelopment is completed in
2005, which will replace the South Strip location next to the Harley-Davidson
Cafe at Harmon. The Company estimates that it will cost approximately $50,000 to
build out such site in 2005, which the Company expects to fund through the sale
of its convertible debt and/or equity securities, although there can be no
assurances that the Company will be successful in this regard.

Off-Balance Sheet Arrangements. At June 30, 2005, the Company did not have any
transactions, obligations or relationships that could be considered off-balance
sheet arrangements.


Recent Accounting Pronouncements:

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 123 (revised 2004), "Share Based Payment" ("SFAS No. 123R"), a revision to
SFAS No. 123, "Accounting for Stock-Based Compensation". SFAS No. 123R
supercedes Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees", and amends SFAS No. 95, "Statement of Cash Flows". SFAS
No. 123R requires that the Company measure the cost of employee services
received in exchange for equity awards based on the grant date fair value of the
awards. The cost will be recognized as compensation expense over the vesting
period of the awards. The Company is required to adopt SFAS No. 123R effective
January 1, 2006. Under this method, the Company will begin recognizing
compensation cost for equity-based compensation for all new or modified grants
after the date of adoption. In addition, the Company will recognize the unvested
portion of the grant date fair value of awards issued prior to adoption based on
the fair values previously calculated for disclosure purposes over the remaining
vesting period of the outstanding options and warrants. The Company is currently
evaluating the potential effect that the adoption of SFAS No. 123R will have on
the Company's financial statement presentation and disclosures.

                                      -30-
<PAGE>

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets, an amendment to APB Opinion No. 29" ("SFAS No. 153"). SFAS No. 153
amends Accounting Principles Board Opinion No. 29, "Accounting for Nonmonetary
Transactions", to require that exchanges of nonmonetary assets be measured and
accounted for at fair value, rather than at carryover basis, of the assets
exchanged. Nonmonetary exchanges that lack commercial substance are exempt from
this requirement. SFAS No. 153 is effective for nonmonetary exchanges entered
into in fiscal periods beginning after June 15, 2005. The Company does not
routinely enter into nonmonetary exchanges. Accordingly, the Company does not
expect that the adoption of SFAS No. 153 will have a significant effect on the
Company's financial statement presentation or disclosures.


ITEM 3.  CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information
required to be disclosed in the reports filed or submitted by the Company under
the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported, within the time periods specified in the rules and forms of the
Securities and Exchange Commission. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in the reports filed under the Securities Exchange Act
of 1934 is accumulated and communicated to the Company's management, including
its principal executive and financial officers, as appropriate, to allow timely
decisions regarding required disclosure.

The Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including its principal executive and
financial officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures as of the end of the period covered
by this report. Based upon and as of the date of that evaluation, the Company's
principal executive and financial officer concluded that there were material
weaknesses in the Company's internal controls relating to the recording and
disclosing of equity-based transactions on a timely basis. The Company is
addressing these issues by reviewing and revising its internal accounting
policies and procedures and the allocation of resources currently provided to
its accounting department.

(b) Changes in Internal Controls

There were no changes in the Company's internal controls or in other factors
that could have significantly affected those controls subsequent to the date of
the Company's most recent evaluation.

                                      -31-
<PAGE>

                           PART II. OTHER INFORMATION



ITEM 1.  LEGAL PROCEEDINGS

The Company's Las Vegas ride facility was located at the Forum Shops at Caesar's
Palace Hotel and Casino (the "Forum Shops"). The Forum Shops is a high traffic
tourist mall located between Caesar's Palace Hotel and Casino and the Mirage
Hotel on the Las Vegas Strip. The Las Vegas ride facility provided approximately
94% of the Company's consolidated revenues in 2003, and was the Company's
primary source of operating cash flow.

Since early 2003, the Forum Shops had been engaged in construction related to an
expansion program immediately adjacent to the Company's Las Vegas ride facility,
which the Company believed negatively impacted customer traffic and operating
conditions at this ride facility during 2003. The Company had been in
discussions with the management of the Forum Shops regarding this issue, as a
result of which the Company suspended the payment of rent on the Las Vegas ride
facility lease during mid-2003. During October 2003, the Forum Shops commenced
litigation against the Company to collect back rent and to evict the Company's
ride facility and terminate the Company's lease. As a result of the
aforementioned factors, the Company's business, operating results and financial
condition were adversely affected, which contributed to the Company's decision
to close this ride facility on or about December 31, 2003.

The Company believes it has meritorious claims against the Forum Shops, and has
filed counter-claims and intends to vigorously defend itself against this
lawsuit. As this litigation is in its early stages, the Company is currently
unable to predict its ultimate resolution. The Company believes that it has made
adequate provision for any loss contingency with respect to this litigation in
its consolidated financial statements.


ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On May 24, 2005, the Company entered into a one year consulting services
agreement with CollegeStock LLC for public relations and communications
services, which provides for a cash payment of $7,500 and the issuance of a
warrant to purchase 20,000 shares of the Company's common stock exercisable at
$0.24 per share through May 24, 2008. The fair value of such warrant, calculated
pursuant to the Black-Scholes option-pricing model, of $4,600 was charged to
operations as general and administrative expense during the three months and six
months ended June 30, 2005, as the warrant was fully vested and non-forfeitable
at the date of issuance.

On June 30, 2005, the Company entered into a three month consulting agreement
with Wall Streets Inside Reporter, Inc. for marketing and strategic planning
services, which provides for a monthly cash payment of $5,000 and the issuance
of 140,000 shares of common stock. The shares of common stock have piggyback
registration rights. The aggregate value of such shares of $35,000 was charged
to deferred compensation in the stockholders' deficiency section of the
condensed consolidated balance sheet at June 30, 2005. This amount will be
charged to operations as general and administrative expense over the three month
period beginning July 1, 2005 and ending September 30, 2005.

The securities referred to above were issued without registration in reliance
upon the exemption afforded by Section 4(2) of the Securities Act of 1933, as
amended, based on certain representations made to the Company by the recipients.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

Not applicable.


ITEM 4.  SUBSMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

                                      -32-
<PAGE>


ITEM 5.  OTHER INFORMATION

Not applicable.


ITEM 6.  EXHIBITS

A list of exhibits required to be filed as part of this report is set forth in
the Index to Exhibits, which immediately precedes such exhibits, and is
incorporated herein by reference.

                                      -33-
<PAGE>




                                   SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.



                                       TIX CORPORATION
                                       ---------------
                                         (Registrant)


                                       /s/ MITCHELL J. FRANCIS
Date:  August 12, 2005            By:  ___________________________
                                       Mitchell J. Francis
                                       Chief Executive Officer and
                                       Chief Financial Officer
                                       (Duly Authorized Officer
                                       and Principal Financial
                                       Officer)

                                      -34-
<PAGE>




                                INDEX TO EXHIBITS



Exhibit
Number  Description of Document
------  -----------------------

10.1    Gang Consulting Ltd. Consulting Agreement dated January 3, 2005, filed
        as Exhibit 10.19 to the Company's Registration Statement on Form SB-2
        filed with the Securities and Exchange Commission on July 20, 2005,
        and incorporated herein by reference.

10.2    Wall Streets Inside Reporter, Inc. Consulting Agreement dated June 30,
        2005, filed as Exhibit 10.20 to the Company's Registration Statement
        on Form SB-2 filed with the Securities and Exchange Commission on July
        20, 2005, and incorporated herein by reference.

31      Officer's Certification pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002

32      Officer's Certification pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002

                                      -35-