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 September 30, 2007
 
 o 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
 (Exact
        name of small business issuer as specified in its charter)
 
 Delaware
              
              95-4417467(State
                  or other jurisdiction of
              
              (I.R.S.
                  Employerincorporation
                  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 o
  Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act). Yes o No x
 
 As
        of
        November 14, 2007, the Company had 30,356,856 shares of common stock, $0.08
        par
        value, issued and outstanding.
 
 Transitional
        Small Business Disclosure Format: Yes o No x
 
 Documents
        incorporated by reference: None.
 
 
  Special
        Note Regarding Forward-Looking Statements:
 
 This
        Quarterly Report on Form 10-QSB for the quarterly period ended September
        30,
        2007 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”, “intends”, “plans”, “may”, “will” or
        similar expressions that are intended to identify forward-looking statements.
        In
        addition, any statements that refer to expectations, projections or other
        characterizations of future events or circumstances, including any underlying
        assumptions, are forward-looking statements. 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 September
        30,
        2007 involve known and unknown risks, uncertainties and other factors that
        could
        cause the 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 throughout this Quarterly Report on Form 10-QSB for the quarterly
        period ended June 30, 2007, 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 September 30, 2007, whether as a result of new information,
        future
        events or otherwise.
 
  
  
  Tix
        Corporation and Subsidiaries
 
 Index
 PART
                  I. FINANCIAL INFORMATION
              
              Page
                  No.Item
                  1. Financial StatementsCondensed
                  Consolidated Balance Sheets - September 30, 2007 (Unaudited) and
                  December
                  31, 2006
              
              
              3Condensed
                  Consolidated Statements of Operations (Unaudited) - Three Months
                  and Nine
                  Months Ended September 30, 2007 and 2006
              
              
              5Condensed
                  Consolidated Statement of Stockholders’ Equity (Unaudited) - Nine Months
                  Ended September 30, 2007
              
              
              7Condensed
                  Consolidated Statements of Cash Flows (Unaudited) - Nine Months
                  Ended
                  September 30, 2007 and 2006
              
              
              8Notes
                  to Condensed Consolidated Financial Statements (Unaudited) - Three
                  Months
                  and Nine Months Ended September 30, 2007 and 2006
              
              
              10Item
                  2. Management’s Discussion and Analysis or Plan of
                  Operation
              
              
              29Item
                  3. Controls and Procedures
              
              
              38PART
                  II. OTHER INFORMATIONItem
                  1. Legal Proceedings
              
              
              39Item
                  2. Unregistered Sales of Equity Securities and Use of
                  Proceeds
              
              
              39Item
                  3. Defaults upon Senior Securities
              
              
              40Item
                  4. Submission of Matters to a Vote of Security Holders
              
              
              40Item
                  5. Other Information
              
              
              40Item
                  6. Exhibits
              
              
              40SIGNATURES
              
              
              40
 
  
  Tix
        Corporation and Subsidiaries
 
 Condensed
        Consolidated Balance Sheets
 
 Assets
 
 September
                  30,
              
              December
                  31,2007
              
              2006(Unaudited)Current
                  assets:Cash
              
              $
              5,102,444
              
              $
              1,943,532Account
                  receivable
              
              
              69,020
              
              
              -Ticket
                  inventory
              
              
              648,314
              
              
              -Show
                  merchandise inventory
              
              
              3,336,580Due
                  from related party
              
              
              620,583Prepaid
                  expenses and other current assets
              
              
              770,137
              
              
              39,547Total
                  current assets
              
              
              10,547,078
              
              
              1,983,079Property
                  and equipment:Office
                  equipment and furniture
              
              
              1,226,676
              
              
              221,083Equipment
                  under capital lease
              
              
              386,494
              
              
              386,494Leasehold
                  improvements
              
              
              260,913
              
              
              260,9131,874,083
              
              
              868,490Less
                  accumulated depreciation and amortization
              
              
              (549,392
              )
              
              (369,889
              )Total
                  property and equipment, net
              
              
              1,324,691
              
              
              498,601Other
                  assets:Intangible
                  assets:Goodwill
              
              
              27,284,444
              
              
              -Intangible
                  assets, net
              
              
              15,190,822
              
              
              83,611Deposits
              
              
              76,153
              
              
              66,666Total
                  other assets
              
              
              42,551,419
              
              
              150,277$
              54,423,188
              
              $
              2,631,957
  (continued)
  3
  Tix
        Corporation and Subsidiaries
 
 Condensed
        Consolidated Balance Sheets (continued)
 
 Liabilities
        and Stockholders’ Equity
 
 September
                  30,
              
              December
                  31,2007
              
              2006(Unaudited)Current
                  liabilities:Accounts
                  payable and accrued liabilities
              
              $
              1,953,114
              
              $
              1,885,145Current
                  portion of capital lease obligations
              
              
              45,887
              
              
              53,387Deferred
                  revenues
              
              
              218,400
              
              
              -Total
                  current liabilities
              
              
              2,217,401
              
              
              1,938,532Non-current
                  liabilities:Capital
                  lease obligations, less current portion
              
              
              107,454
              
              
              140,592Deferred
                  rent
              
              
              283,203
              
              
              174,779Total
                  non-current liabilities
              
              
              390,657
              
              
              315,371Stockholders’
                  equity:Preferred
                  stock, $0.01 par value; 500,000 shares authorized;none
                  issued
              
              
              -
              
              
              -Common
                  stock, $0.08 par value; 100,000,000 shares authorized;30,199,659
                  shares and 18,440,305 shares issued and outstandingat
                  September 30, 2007 and December 31, 2006, respectively
              
              
              2,415,973
              
              
              1,475,225Additional
                  paid-in capital
              
              
              80,000,700
              
              
              14,277,663Accumulated
                  deficit
              
              
              (30,601,543
              )
              
              (15,374,834
              )Total
                  stockholders’ equity
              
              
              51,815,130
              
              
              378,054$
              54,423,188
              
              $
              2,631,957
  See
        accompanying notes to condensed consolidated financial
        statements.
  4
 
 Tix
        Corporation and Subsidiaries
 
 Condensed
        Consolidated Statements of Operations (Unaudited)
  Three
                  Months Ended September 30,2007
              
              2006Revenues
              
              $5,701,641
              
              $1,434,233Costs
                  and expenses:Direct
                  costs of revenue
              
              
              4,494,197
              
              
              564,925Selling
                  and marketing expenses
              
              
              808,771
              
              
              162,080General
                  and administrative expenses, includingstock-based
                  compensation costs of $8,008,067 in2007
                  and $771,613 in 2006 (including $1,139,896 and$468,717
                  to officers, directors, and employees in 2007 and 2006,respectively)
              
              
              8,943,570
              
              
              1,221,708Total
                  costs and expenses
              
              
              14,246,538
              
              
              1,948,113Income
                  (loss) from operations
              
              
              (8,544,897
              )
              
              (513,880
              )Other
                  income (expense):Write-off
                  of deferred offering costs
              
              
              -
              
              
              (58,000
              )Gain
                  on settlement with lender
              
              
              -
              
              
              1,078,796Interest
                  income
              
              
              60,270
              
              
              7,039Other
                  income
              
              
              27,342
              
              
              -Interest
                  expense
              
              
              (53,048
              )
              
              (80,253
              )Other
                  income, net
              
              
              34,564
              
              
              947,582Net
                  income (loss)
              
              $
              (8,510,333
              )
              $
              433,702Net
                  income (loss) per common share - basic
              
              $
              (0.34
              )
              $
              0.03Net
                  income (loss) per common share - diluted
              
              $
              (0.34
              )
              $
              0.02Weighted
                  average common shares outstanding -Basic
              
              
              25,330,047
              
              
              17,041,160Diluted
              
              
              25,330,047
              
              
              19,030,178
  See
        accompanying notes to condensed consolidated financial
        statements.
  5
 
 Tix
        Corporation and Subsidiaries
 
 Condensed
        Consolidated Statements of Operations (Unaudited)
  Nine
                  Months Ended September 30,2007
              
              2006Revenues
              
              $12,160,536
              
              $3,762,450Costs
                  and expenses:Direct
                  costs of revenue
              
              
              8,118,422
              
              
              1,518,308Selling
                  and marketing expenses
              
              
              1,415,028
              
              
              436,330General
                  and administrative expenses, includingstock-based
                  compensation costs of $13,126,408 in2007
                  and $1,015,844 in 2006 (including $2,454,625 and$610,648
                  to officers, directors and employees in 2007 and 2006,respectively)
              
              
              17,608,440
              
              
              2,341,016Merger
                  integration cost related to Any Event, includingstock-based
                  costs of $100,000
              
              
              250,000
              
              
              -Total
                  costs and expenses
              
              
              27,391,890
              
              
              4,295,654Loss
                  from operations
              
              
              (15,231,354
              )
              
              (533,204
              )Other
                  income (expense):Gain
                  on settlement with lender
              
              
              -
              
              
              1,078,796Write-off
                  of deferred offering costs
              
              
              -
              
              
              (58,000
              )Interest
                  income
              
              
              72,182
              
              
              7,574Other
                  income
              
              
              31,525
              
              
              37,300Interest
                  expense
              
              
              (99,062
              )
              
              (322,480
              )Other
                  income, net
              
              
              4,645
              
              
              743,190Net
                  income (loss) from continuing operations
              
              $
              (15,226,709
              )
              $
              209,986Income
                  from closure of discontinued operations
              
              
              -
              
              $
              5,341Net
                  income (loss)
              
              $
              (15,226,709
              )
              $
              215,327Net
                  income (loss) per common share - basicFrom
                  continuing operations
              
              $
              (0.72
              )
              $
              0.02From
                  discontinued operations
              
              
              -
              
              
              -$
              (0.72
              )
              $
              0.02Net
                  income (loss) per common share - dilutedFrom
                  continuing operations
              
              $
              (0.72
              )
              $
              0.01From
                  discontinued operations
              
              $
              -
              
              
              -$
              (0.72
              )
              $
              (0.01
              )Weighted
                  average common shares outstanding - basic
              
              
              21,161,157
              
              
              14,182,382Weighted
                  average common shares outstanding - diluted
              
              
              21,161,157
              
              
              14,870,042
 
 See
        accompanying notes to condensed consolidated financial
        statements.
  6
  Tix
        Corporation and Subsidiaries
  Condensed
        Consolidated Statements of Stockholders’ Equity (Unaudited)
  Nine
        Months Ended September 30, 2007
 
 Additional
              
              Common
              
              
              
              TotalCommon
                  stock
              
              Paid-in
              
              Stock
              
              Accumulated
              
              Stockholder’sShares
              
              Amount
              
              Capital
              
              Subscriptions
              
              Deficit
              
              EquityBalance,
                  January 1, 2007
              
              
              18,440,305
              
              $
              1,475,225
              
              $
              14,277,663
              
              $
              -
              
              $
              (15,374,834
              )
              $
              378,054Issuance
                  of common stock to consultants
              
              
              1,504,424
              
              
              120,354
              
              
              8,162,146
              
              
              -
              
              
              -
              
              
              8,282,500Issuance
                  of common stock to officers and employees
              
              
              262,501
              
              
              21,000
              
              
              649,749
              
              
              -
              
              
              -
              
              
              670,749Issuance
                  of common stock upon exercise of warrants and options
              
              
              1,110,913
              
              
              88,873
              
              
              114,428
              
              
              -
              
              
              -
              
              
              203,301Issuance
                  of common stock for acquisition of Any Event
              
              
              137,500
              
              
              11,000
              
              
              539,000
              
              
              -
              
              
              -
              
              
              550,000Issuance
                  of common stock for acquisition of Exhibit Merchandising
              
              
              5,000,000
              
              
              400,000
              
              
              34,600,000
              
              
              -
              
              
              -
              
              
              35,000,000Issuance
                  of warrants and options to director
              
              
              -
              
              
              -
              
              
              76,100
              
              
              -
              
              
              -
              
              
              76,100Fair
                  value of vested options issued to employees
              
              
              -
              
              
              -
              
              
              657,059
              
              
              -
              
              
              -
              
              
              657,059Fair
                  value of options and warrants issued to consultants
              
              
              -
              
              
              -
              
              
              3,440,000
              
              
              -
              
              
              -
              
              
              3,440,000Sale
                  of common stock
              
              
              3,744,016
              
              
              299,521
              
              
              17,484,555
              
              
              -
              
              
              -
              
              
              17,784,076Net
                  loss for the period
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (15,226,709
              )
              
              (15,226,709
              )Balance,
                  September 30, 2007
              
              
              30,199,659
              
              $
              2,415,973
              
              $
              80,000,700
              
              $
              -
              
              $
              (30,601,543
              )
              $
              51,815,130
  See
        accompanying notes to condensed consolidated financial
        statements.
  7
 
 Tix
        Corporation and Subsidiaries
 
 Condensed
        Consolidated Statements of Cash Flows (Unaudited)
 
 Nine
                  Months Ended September 30,2007
              
              2006Cash
                  flows from operating activities:Net
                  loss
              
              $
              (15,226,709
              )
              $
              215,327Adjustments
                  to reconcile net loss to cash provided by (used in)operating
                  activities:Depreciation
                  and amortization
              
              
              179,503
              
              
              119,102Amortization
                  of intangible assets
              
              
              579,157
              
              
              -Gain
                  on settlement with lender
              
              
              -
              
              
              (1,078,796
              )Common
                  stock, warrants and stock options issued for services
              
              
              13,126,408
              
              
              918,497Amortization
                  of prepaid accounting fee
              
              
              -
              
              
              8,758Amortization
                  of deferred compensation
              
              
              -
              
              
              97,347Amortization
                  of deferred loan costs
              
              
              -
              
              
              64,416Write-off
                  of deferred loan costs
              
              
              -
              
              
              58,000Changes
                  in operating assets and liabilities, net of effect fromacquisition
                  of Any Event and Exhibit Merchandising:(Increase)
                  decrease in:Accounts
                  receivable
              
              
              29,561
              
              
              -Inventory
              
              
              (535,156
              )
              
              -Due
                  from related party
              
              
              (620,583
              )Prepaid
                  expenses and other current assets
              
              
              (313,207
              )
              
              (277
              )Increase
                  (decrease) in:Accounts
                  payable and accrued expenses
              
              
              (54,323
              )
              
              65,989Deferred
                  revenue
              
              
              218,400
              
              
              -Deferred
                  rent
              
              
              108,424
              
              
              43,881Net
                  cash provided by (used in) operating activities
              
              
              (2,508,525
              )
              
              512,244Cash
                  flows from investing activities:Purchases
                  of property and equipment
              
              
              (441,624
              )
              
              (59,521
              )Purchase
                  of Exhibit Merchandising
              
              
              (11,441,353
              )Purchase
                  of ticket inventory from Any Event
              
              
              (96,324
              )
              
              -Acquisition
                  of Any Event
              
              
              (300,000
              )
              
              -Net
                  cash used in investing activities
              
              
              (12,279,301
              )
              
              (59,521
              )Cash
                  flows from financing activities:Payments
                  on notes payable
              
              
              -
              
              
              (128,759
              )Proceeds
                  from note payable, stockholder
              
              
              2,000,000
              
              
              -Repayment
                  of note payable, stockholder
              
              
              (2,000,000
              )
              
              -Proceeds
                  from common stock subscription
              
              
              17,784,076
              
              
              -Payments
                  on capital lease obligations
              
              
              (40,639
              )
              
              (64,914
              )Payments
                  on convertible debentures
              
              
              -
              
              
              (505,000
              )Net
                  proceeds from sale of common stock and warrants
              
              
              -
              
              
              1,003,000Net
                  proceeds from exercise of options and warrants
              
              
              203,301
              
              
              155,726Net
                  cash provided by financing activities
              
              
              17,946,738
              
              
              460,053Cash:Net
                  increase
              
              
              3,158,912
              
              
              912,776Balance
                  at beginning of period
              
              
              1,943,532
              
              
              315,763Balance
                  at end of period
              
              $
              5,102,444
              
              $
              1,228,539
  
 8
 Tix
        Corporation and Subsidiaries
 
 Condensed
        Consolidated Statements of Cash Flows (Unaudited) (continued)
  Nine
                  Months Ended September 30,2007
              
              2006Supplemental
                  disclosures of cash flow information:Cash
                  paid for -Income
                  taxes
              
              $
              13,244
              
              $
              100Interest
              
              $
              99,445
              
              $
              146,932Non-cash
                  investing and financing activities:Issuance
                  of common stock for accounts payable
              
              $
              -
              
              $
              74,143Issuance
                  of common stock upon conversion ofconvertible
                  debenture
              
              
              -
              
              
              25,000Issuance
                  of common stock valued at $550,000 inconjunction
                  with acquisition of Any Event,allocated
                  to fixed assets and intangible assets
              
              
              550,000
              
              
              -Issuance
                  of common stock valued at $35.0 million inconjunction
                  with acquisition of Exhibit Merchandisingallocated
                  to inventory, fixed assets and intangible assets
              
              
              35,000,000Issuance
                  of common stock to officers
              
              
              670,749
              
              
              213,000
  See
        accompanying notes to condensed consolidated financial
        statements.
  9
 
 Tix
        Corporation and Subsidiaries
 
 Notes
        to
        Condensed Consolidated Financial Statements (Unaudited)
 
 Three
        Months and Nine Months Ended September 30, 2007 and 2006
  1.
        Organization and Basis of Presentation
 
 Basis
        of
        Presentation:
 
 The
        accompanying condensed consolidated financial statements include the operations
        of Tix Corporation and its wholly-owned subsidiaries (the “Company”).
        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 September 30, 2007, the results of operations for the three months and
        nine
        months ended September 30, 2007 and 2006, and the cash flows for the nine
        months
        ended September 30, 2007 and 2006. The consolidated balance sheet as of December
        31, 2006 is derived from the Company’s audited financial statements as of that
        date.
 
 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, 2006,
        as
        filed with the Securities and Exchange Commission.
 
 The
        Company’s results of operations for the three months and nine months ended
        September 30, 2007 are not necessarily indicative of the results of operations
        to be expected for the full fiscal year ending December 31, 2007.
 
 Business
        Operations:
 
 Since
        January 1, 2004, the Company’s principal business activity, through its
        wholly-owned subsidiary, Tix4Tonight, LLC, has been the sale of tickets for
        Las
        Vegas shows at a discount to the original box office price, on the same day
        of
        the performance, from ticket booths located on the Las Vegas Strip.
 
 Tix4Tonight
        generally sells show tickets under short-term, non-exclusive agreements with
        approximately 70 Las Vegas shows, out of a total of approximately 85 Las
        Vegas
        shows running at any one time (usually 20% to 50% off the box office 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 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 only
        for
        the tickets that Tix4Tonight actually sells to customers. Tix4Tonight has
        no
        financial risk with respect to unsold tickets for this line of business.
 
 During
        the first nine months of 2007, the Company conducted its Tix4Tonight operations
        at four locations in Las Vegas, Nevada: the Hawaiian Marketplace Shopping
        Center
        at the South end of the Strip; the Fashion Show Mall Strip entrance in front
        of
        Neiman-Marcus, directly across the street from the new Wynn Resort at the
        middle
        of the Strip; at the North Strip, just south of the Riviera Hotel; and a
        downtown Las Vegas facility in the Four Queens Hotel, fronting onto the Fremont
        Street Experience. These four ticketing locations are leased facilities.
        On
        September 7, 2007, the Company entered into a sublease for a fifth facility
        in
        the Showcase Mall, behind the “Giant Coke Bottle,” just north of the MGM Grand.
        The Showcase Mall facility began selling discount tickets on November 1,
        2007.
        The Company also maintains administrative offices for Tix4Tonight in Las
        Vegas,
        Nevada, which is also a leased facility.
 
 10
 During
        the three months ended September 30, 2006, as an adjunct to its Las Vegas
        show
        ticketing business, the Company launched its Tix4Dinner operations from the
        same
        locations as the sale of discount show tickets. Tix4Dinner offers reservations
        for discounted dinners at various restaurants on the Las Vegas strip, with
        dining at specific times on the same day as the reservation.
  On
        December 1, 2006, the Company introduced its Tix4Stand-byGolf discount golf
        reservation business through the acquisition of Stand-By Golf Las Vegas (see
        Note 4). Stand-By Golf Las Vegas has operated in the Las Vegas area for
        approximately ten years, offering tee-time bookings to approximately 30 area
        golf courses at significant discounts. The Company markets its golf offerings
        at
        its four Las Vegas ticketing facilities, online and at its Las Vegas office.
 
 On
        March
        14, 2007, the Company acquired Any Event, an online national ticket broker
        (see
        Note 4). This acquisition was instrumental in establishing the Company in
        the
        online and offline premium ticketing business for sporting events, concerts
        and
        other cultural events throughout the United States. Tickets are generally
        sold
        at a premium over face value. The Company operates Any Event from its offices
        in
        Las Vegas, Nevada. In June 2007, the Company closed the Any Event office
        in
        Cleveland, Ohio.
 
 On
        August
        8, 2007, the Company acquired substantially all of the assets of Exhibit
        Merchandising LLC, an Ohio limited liability company (“EM”). The Company
        operates EM from its offices in Cleveland, Ohio.
 
 Revenue
        Recognition, Presentation and Concentrations:
 
 The
        Company's Las Vegas discount show ticketing business recognizes as revenue
        the
        commissions and related transaction fees earned from the sale of discounted
        Las
        Vegas show tickets at the time the tickets are paid for and delivered to
        the
        customers. The Company charges a commission to the show based on the face
        value
        of the tickets sold. The Company charges a transaction fee to the customer
        on a
        per-ticket basis. With certain exceptions, ticket sales are generally
        non-refundable, although same-day exchanges of previously sold tickets are
        permitted. Claims for ticket refunds, which are generally received and paid
        the
        day after the show date, are charged back to the respective shows and are
        recorded as a reduction to the Company’s commissions and fees at the time that
        such refunds are processed. The Company does not have accounts receivable
        associated with these sales transactions, as payment is collected at the
        time of
        sale.
 
 Tix4Dinner
        recognizes as revenue the transaction fees earned from the booking of dinner
        reservations at the time the reservations are made. Tix4Dinner charges the
        customer a fee to book the reservation. The Company currently does not have
        accounts receivable or accounts payable associated with the Tix4Dinner
        operations, as the Company collects the transaction fee at the time that
        the
        reservation is made, and the dinner payment is collected directly by the
        restaurant.
 
 Tix4Stand-byGolf
        recognizes as revenue the difference between how much it charges its customers
        for tee-times and how much it pays golf courses for tee-times. The revenue
        per
        tee-time, as well as the cost per tee-time, varies depending on the desirability
        of the golf course and tee-time, weather, time of year and several other
        factors. Revenue per tee-time is significantly higher when tee-times are
        guaranteed or pre-bought in large quantities. These guarantees or pre-buys
        are
        being provided by the former owners of Stand-By Golf Las Vegas in accordance
        with the terms of the purchase agreement. Tix4Stand-byGolf only pays the
        former
        owners for tee-times actually sold to customers, at their actual cost, and
        does
        not provide any advance payments. This arrangement can be terminated at any
        time
        by the Company without obligation. Although tee-times are generally sold
        the day
        before or the day of the tee-time, tee-times may be booked in advance. Revenue
        is not recognized until the day of the tee-time. The Company does not have
        any
        accounts receivable associated with this business, as all transactions are
        done
        by credit card.
  11
 Any
        Event
        recognizes as revenue the gross amount from the sale of tickets that it owns.
        Any Event bears the risk of economic loss if the tickets are not sold by
        the
        date that the event is scheduled to occur. Revenue is considered earned when
        the
        related event has occurred. Refunds are only issued if the event is canceled
        or
        postponed. Payments for such ticket sales received prior to the event are
        recorded as deferred revenue. Any Event does not have any accounts receivable
        associated with sales transactions to individual customers, as payment is
        collected at the time of sale. However, sales transactions with other ticket
        brokers may be conducted on a credit basis, which would generate accounts
        receivable.
 
 During
        the three months ended September 30, 2007, no hotel showrooms accounted for
        10%
        or more of revenues, and during the three months ended September 30, 2006,
        three
        hotel showrooms accounted for 13.9%, 10.6%, and 10.1% of revenues, respectively.
        During the nine months ended September 30, 2007 no hotel showrooms accounted
        for
        10% or more of revenues, and during the nine months ended September 30, 2006,
        one hotel showroom accounted for 11.0% of revenues.
  Exhibit
        Merchandising recognizes retail store sales at the time the customer takes
        possession of the merchandise. All sales are net of discounts and returns
        and
        exclude sales tax. For online sales, revenue is recognized free on board
        ("FOB")
        origin where title and risk of loss pass to the buyer when the merchandise
        leaves the Company's distribution facility at the time of shipment, which
        we refer to as the date of purchase by the customer. Sales are recognized
        net of
        merchandise returns, which are reserved for based on historical experience.
        Shipping and handling revenues from our websites are included as a component
        of
        net sales. The Company does not have any accounts receivable associated with
        this business, as all transactions are done by credit card.
  Leases:
 
 The
        Company recognizes rent expense for operating leases on a straight-line basis
        (including the effect of reduced or free rent and rent escalations) over
        the
        applicable lease term. The difference between the cash paid to the landlord
        and
        the amount recognized as rent expense on a straight-line basis is included
        in
        deferred rent. Cash reimbursements received from landlords for leasehold
        improvements and other cash payments received from landlords as lease incentives
        are recorded as deferred rent. Deferred rent related to landlord incentives
        is
        amortized as an offset to rent expense using the straight-line method over
        the
        applicable lease term. The closing of ticket outlet in the future may result
        in
        the immediate write-off of associated deferred rent balances, if
        any.
 
 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, the 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 materially from those estimates.
 
 Reclassification:
 
 Certain
        amounts have been reclassified from their presentation in 2006 to conform
        to the
        current year’s presentation, including depreciation and amortization expense of
        $41,196 and $119,101 for the three months and nine months ended September
        30,
        2006, respectively, which has been included in selling and marketing expenses.
        Such reclassifications did not have any effect on net income (loss) from
        operations, net income (loss) or cash flows.
 
 Net
        Income (Loss) Per Common Share:
 
 12
 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
        income (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 nine months ended September 30, 2007
        and
        the nine months ended September 30, 2006 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 nine months ended September 30, 2007 and nine months ended September
        30,
        2006. During the three months ended September 30, 2006, these potentially
        dilutive securities were included in the calculation of earnings per share.
        At
        September 30, 2007, potentially dilutive securities consisted of outstanding
        warrants and stock options to acquire an aggregate of 5,820,507 shares. At
        September 30, 2006, potentially dilutive securities consisted of outstanding
        warrants and stock options to acquire an aggregate of 3,120,096 shares.
  Issued
        but unvested shares of common stock are excluded from the calculations of
        basic
        and diluted earnings per share.
  Stock-Based
        Compensation:
 
 Effective
        January 1, 2006, the Company adopted 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 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, with the cost to be recognized as
        compensation expense in the Company's financial statements over the vesting
        period of the awards. Accordingly, the Company recognizes compensation cost
        for
        equity-based compensation for all new or modified grants issued after December
        31, 2005. In addition, commencing January 1, 2006, the Company recognized
        the
        unvested portion of the grant date fair value of awards issued prior to adoption
        of SFAS No. 123R based on the fair values previously calculated for disclosure
        purposes over the remaining vesting period of the outstanding stock options
        and
        warrants.
 
 The
        Company accounts for stock option and warrant grants issued and vesting to
        non-employees in accordance with EITF No. 96-18, "Accounting for Equity
        Instruments that are Issued to Other Than Employees for Acquiring, or in
        Conjunction with Selling, Goods or Services” and EITF 00-18 “Accounting
        Recognition for Certain Transactions involving Equity Instruments Granted
        to
        Other Than Employees” whereas the value of the stock compensation is based upon
        the measurement date as determined at either (a) the date at which a performance
        commitment is reached or (b) at the date at which the necessary performance
        to
        earn the equity instruments is complete.
 
 Adoption
        of New Accounting Policies:
 
 In
        June
        2006, the FASB ratified the Emerging Issues Task Force (EITF) consensus on
        EITF
        Issue No. 06-3, “How Taxes Collected From Customers and Remitted to Governmental
        Authorities Should Be Presented in the Income Statement (That Is, Gross versus
        Net Presentation)” (“EITF 06-3”). The scope of EITF 06-3 includes any tax
        assessed by a governmental authority that is directly imposed on a
        revenue-producing transaction between a seller and a customer, and provides
        that
        a company may adopt a policy of presenting taxes either on a gross basis
        - that
        is, including the taxes  within
        revenue - or on a net basis. For any such taxes that are reported on a gross
        basis, a company should disclose the amounts of those taxes for each period
        for
        which an income statement is presented if those amounts are significant.
        EITF
        06-3 is effective for financial reports for interim periods and annual reporting
        periods beginning after December 15, 2006. The Company adopted EITF 06-3
        on
        January 1, 2007. The Company collects various taxes that fall under the scope
        of
        EITF 06-3 on services provided and is accounting for and reporting them on
        a net
        basis.
 
 13
 Effective
        January 1, 2007, the Company adopted FASB Interpretation No. 48, “Accounting for
        Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109,
        Accounting for Income Taxes” (“FIN 48”). FIN 48 addresses the determination of
        whether tax benefits claimed or expected to be claimed on a tax return should
        be
        recorded in the financial statements. Under FIN 48, the Company may recognize
        the tax benefit from an uncertain tax position only if it is more likely
        than
        not that the tax position will be sustained on examination by the taxing
        authorities, based on the technical merits of the position. The tax benefits
        recognized in the financial statements from such a position should be measured
        based on the largest benefit that has a greater than fifty percent likelihood
        of
        being realized upon ultimate settlement. FIN 48 also provides guidance on
        derecognition, classification, interest and penalties on income taxes,
        accounting in interim periods and requires increased disclosures. At the
        date of
        adoption, and as of September 30, 2007, the Company does not have a liability
        for unrecognized tax benefits, and no adjustment was required at adoption.
 
 The
        Company files income tax returns in the U.S. federal jurisdiction and various
        states. The Company is subject to U.S. federal or state income tax examinations
        by tax authorities for years after 2002. During the periods open to examination,
        the Company has net operating loss and tax credit carry-forwards for U.S.
        federal and state tax purposes that have attributes from closed periods.
        Since
        these net operating loss and tax credit carry-forwards may be utilized in
        future
        periods, they remain subject to examination.
 
 The
        Company’s policy is to record interest and penalties on uncertain tax provisions
        as income tax expense. As of September 30, 2007, the Company has no accrued
        interest or penalties related to uncertain tax positions. Additionally, tax
        years 2003 through 2006 remain open to examination by the major taxing
        jurisdictions to which the Company is subject.
  2.
        Recent
        Accounting Pronouncements
 
 In
        February 2007, the FASB issued Statement of Financial Accounting Standards
        No.
        159, “The Fair Value Option for Financial Assets and Financial Liabilities”
(“SFAS No. 159”), which provides companies with an option to report selected
        financial assets and liabilities at fair value.  SFAS No. 159’s objective
        is to reduce both complexity in accounting for financial instruments and
        the
        volatility in earnings caused by measuring related assets and liabilities
        differently. Generally accepted accounting principles have required different
        measurement attributes for different assets and liabilities that can create
        artificial volatility in earnings. SFAS No. 159 helps to mitigate this type
        of
        accounting-induced volatility by enabling companies to report related assets
        and
        liabilities at fair value, which would likely reduce the need for companies
        to
        comply with detailed rules for hedge accounting. SFAS No. 159 also establishes
        presentation and disclosure requirements designed to facilitate comparisons
        between companies that choose different measurement attributes for similar
        types
        of assets and liabilities. SFAS No. 159 requires companies to provide additional
        information that will help investors and other users of financial statements
        to
        more easily understand the effect of the company’s choice to use fair value on
        its earnings. SFAS No. 159 also requires companies to display the fair value
        of
        those assets and liabilities for which the company has chosen to use fair
        value
        on the face of the balance sheet.  SFAS No. 159 does not eliminate
        disclosure requirements included in other accounting standards, including
        requirements for disclosures about fair value measurements included in SFAS
        No.
        157 and SFAS No. 107. SFAS No. 159 is effective as of the beginning of a
        company’s first fiscal year beginning after November 15, 2007.  Early
        adoption is permitted as of the beginning of the previous fiscal year provided
        that the company makes that choice in the first 120 days of that fiscal year
        and
        also elects to apply the provisions of SFAS No. 157. The Company is currently
        assessing the potential effect of SFAS No. 159 on its financial
        statements.
 
 In
        September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (“SFAS
        No. 157”), which provides enhanced guidance for using fair value to measure
        assets and liabilities. SFAS No. 157 provides a common definition of fair
        value
        and establishes a framework to make the measurement of fair value in generally
        accepted accounting principles more consistent and comparable. SFAS No. 157
        also
        requires expanded disclosures to provide information about the extent to
        which
        fair value is used to measure assets and liabilities, the methods and
        assumptions used to measure fair value, and the effect of fair value measures
        on
        earnings. SFAS No. 157 is effective for financial statements issued in fiscal
        years beginning after November 15, 2007 and to interim periods within those
        fiscal years. The Company is currently assessing the potential effect of
        SFAS
        No. 157 on its financial statements.
 
 14
 Management
        does not believe that any other recently issued, but not yet effective,
        accounting standards, if currently adopted, would have a material effect
        on the
        Company's financial statements.
 
 3.
        Acquisition of Exhibit Merchandising
 
 On
        August
        7, 2007, the Company entered into an Asset Purchase Agreement (the “Asset
        Purchase Agreement”) with Exhibit Merchandising LLC, an Ohio limited liability
        company (“EM”), and the members of EM (the “Members”), pursuant to which the
        Company agreed to purchase substantially all of the assets of EM (the “Purchase
        Assets”). The purchase price for the assets was $11,450,000 in cash and
        5,000,000 restricted shares of the Company’s Common Stock with a market value of
        $35.0 million and assumed $120,000 accounts payable and accrued expenses,
        primarily related to inventory purchases of EM.
  The
        Asset
        Purchase Agreement contains customary representations and warranties from
        the
        Company and EM regarding the Purchased Assets. Each Party has agreed to provide
        indemnification against damages due to breach of the other party’s
        representations and warranties.
  The
        closing of the acquisition (the “Closing”) occurred on August 8, 2007. The
        Purchased Assets were acquired by Exhibit Merchandising LLC, a newly formed
        Nevada limited liability company wholly owned by the Company (“Tix
        Corporation”).
  In
        connection with the Asset Purchase Agreement, the Company has entered into
        an
        employment agreement with Curtis Bechdel (the “Employment Agreement”) pursuant
        to which he will serve as Vice President, Operations, of EM Nevada for a
        three
        year term, subject to extension. Mr. Bechdel will receive an initial base
        salary of $160,000 per year, an annual bonus to be determined and stock options
        to purchase 25,000 shares as of the closing date of the acquisition and on
        each
        anniversary thereof. The Company also entered into a two-year Consulting
        Agreement with Lee Marshall (the “Consulting Agreement”) pursuant to which
        Mr. Marshall agreed to act as a member of the Company’s transition,
        assimilation and operating team relating to the assets of EM and the operation
        of the business relating to the Purchased Assets. For his services, the Company
        agreed to pay Mr. Marshall 100,000 restricted shares of the Company’s
        Common Stock.
  As
        a
        condition to the Closing, the Company entered into a Voting Agreement with
        Joseph Marsh pursuant to which, for a period of four years, Mr. Marsh
        granted the Company, through its board of directors, the right to vote all
        of
        his shares, including the shares acquired pursuant to the Asset Purchase
        Agreement. As of the date hereof, such shares total 3,820,000.
  EM,
        based
        in Streesboro, Ohio, is engaged in the business of product merchandise
        development and sales related to museum exhibits, including the King Tutankhamen
        and Pirates of the Caribbean tours. EM sells themed souvenir posters,
        memorabilia and collector’s items in specialty stores set up for the duration of
        the tours’ presence at a particular museum.
 
 The
        acquisition of Exhibit Merchandising has been accounted for as a purchase
        in
        accordance with SFAS No. 141, “Business Combinations”, and the operations of the
        two companies have been consolidated commencing with the closing of the
        transaction. The $46.4 million purchase price was allocated on a preliminary
        basis as follows, based upon the fair value of the acquired assets, as
        determined by an independent valuation firm. This valuation is still subject
        to
        change and revision may occur in the assigned value. The Company does not
        believe any changes or revisions will be significant.
  
 Tangible
                  assets:
              
              $
              4,297,935Intangible
                  assets:Licensing
                  Contracts
              
              
              12,202,500Employment
                  Agreements
              
              
              2,538,500Miscellaneous
              
              
              117,974Goodwill
              
              
              27,284,444Purchase
                  price
              
              $
              46,441,353
 
 15
 To
        assist
        in determining the purchase price allocation, the Company employed an outside
        valuation expert. In order to prepare the valuations of customer relationships,
        technology and marketing agreements the independent valuation experts based
        the
        valuations on the following assumptions: the useful life of each asset.
        Marketing agreements were estimated to have a six year useful life, while
        contracts and technology were estimated to have three year useful lives.
        The
        forecasted gross revenues and anticipated earnings before income tax margins
        for
        each subsidiary were provided by the Company for each of the assets. The
        Company
        prepared forecasts that reflected the anticipated revenues from each of the
        assets of the subsidiaries over their useful lives. A combined federal and
        state
        effective tax rate and the return on requisite assets reduced the final values
        to an after tax basis and the value was discounted. The customer relationship
        value was discounted to a present day value using discount rates of 19%,
        and a
        40 % corporate tax rate.
 
 Goodwill
        represents the excess of the purchase price of an acquired company over the
        fair
        value of the identifiable assets acquired and liabilities assumed. The
        provisions of SFAS No. 142 state that goodwill of a reporting unit must be
        tested for impairment on an annual basis or at any other time during the
        year if
        events occur or circumstances change that would indicate that it is more
        likely
        than not that the fair value of the reporting unit has been reduced below
        its
        carrying amount.
 
 Circumstances
        that could trigger an impairment test include; a significant adverse change
        in
        the business climate or legal factors; an adverse action or assessment by
        a
        regulator; unanticipated competition; the loss of key personnel; the likelihood
        that a reporting unit or significant portion of a reporting unit will be
        sold or
        otherwise disposed of; the results of testing for recoverability of a
        significant asset group within a reporting unit, and the recognition of a
        goodwill impairment loss in the financial statements of a subsidiary that
        is a
        component of a reporting unit. The Company plans to complete the first
        impairment review of Exhibit Merchandising at mid-year 2008. There are no
        indicators of impairment at September 30, 2007.
 
 **Pro
        forma financial information (unaudited)**
 
 The
        unaudited financial information in the table below summarizes the combined
        results of operations of the Company and Exhibit Merchandising, on a pro
        forma
        basis, as though the companies had been combined as of the beginning of each
        of
        the periods presented. The pro forma financial information is presented for
        informational purposes only and is not indicative of the results of operations
        that would have been achieved if the Exhibit Merchandising acquisition had
        taken
        place at the beginning of each of the periods presented.
 
 The
        pro
        forma financial information for all periods presented includes the business
        combination accounting effect on the amortization charges from acquired
        intangible assets, acquisition costs reflected in the Company’s and Exhibit
        Merchandising’s historical statements of operations for periods prior to the
        asset purchase, and the related tax effects.
 
 The
        unaudited pro forma financial information for the three and nine months ended
        September 30, 2007 and 2006 combines the historical results for the Company
        for
        that period, with the historical results for Plumtree as a separate entity,
        for
        the three and nine months ended September 30, 2007 and 2006 (in thousands,
        except per share data).
  Three
                    months ended September 30,
                
                Nine
                    months ended September 30,2007
                
                2006
                
                2007
                
                2006Total
                    revenues
                
                $
                6,957,728
                
                $
                4,530,821
                
                $
                19,041,805
                
                $
                13,341,208Net
                    income (loss)
                
                
                (8,595,088
                )
                
                243,889
                
                
                (15,633,636
                )
                
                (167,837
                )Basic
                    net income per share
                
                $
                (0.23
                )
                $
                0.01
                
                $
                (0.62
                )
                $
                (0.01
                )Diluted
                    net income per share
                
                $
                (0.23
                )
                $
                0.01
                
                $
                (0.62
                )
                $
                (0.01
                )
  4.
        Acquisition of Any Event
 
 16
 Effective
        March 14, 2007, the Company entered into an Asset Purchase Agreement (the
        “Agreement”) with John’s Tickets, LLC, an Ohio limited liability company dba Any
        Event Tickets (“Any Event”). Any Event is a national event ticket broker located
        in Las Vegas, Nevada that sells tickets for sporting events, concerts, tours
        and
        theater. Pursuant to the Agreement, the Company purchased the domain name
        “http://anyevent.com”, the contents of the website “http://anyevent.com”, the
        inventory of sporting events, concerts and tours, and theatre tickets
        outstanding as of the date of the Agreement, the phone number 1-800-ANYEVENT,
        and all existing contracts by and between Any Event and other existing box
        offices, theatres and brokers, pursuant to which Any Event acquires its ticket
        inventory.
 
 In
        connection with this transaction, effective March 14, 2007, the Company entered
        into an employment agreement with John Pirample, sole member of Any Event,
        pursuant to which Mr. Pirample agreed to provide his exclusive services to
        the
        Company as its Premium Ticket Manager through February 28, 2010. Mr. Pirample
        receives a base annual salary of $80,000 and 10% of EBITDA relating to the
        sale
        of tickets that are sold above face value, provided that such incentive
        compensation does not exceed $200,000 per year as defined. During the three
        months and nine months ended September 30, 2007 the Company has not accrued
        anything with respect to this incentive compensation.
 
 In
        consideration for the assets purchased under the Agreement, the Company paid
        $300,000 in cash and issued 137,500 shares of restricted common stock valued
        at
        $4.00 per share (aggregate value $550,000), which approximated market value
        on
        the date of issuance, for total purchase consideration of $850,000.
        Additionally, the Company paid $96,324 for the actual costs of the ticket
        inventory based on a post-closing audit.
  The
        acquisition of Any Event has been accounted for as a purchase in accordance
        with
        SFAS No. 141, “Business Combinations”, and the operations of the two companies
        have been consolidated commencing with the closing of the transaction. The
        $850,000 purchase price was allocated on a preliminary basis as follows,
        based
        upon the fair value of the acquired assets, as determined by an independent
        valuation firm:
 
 Tangible
                  assets:Office
                  equipment and furniture
              
              $
              25,000Intangible
                  assets:Customer
                  relationships
              
              
              550,000Contract
                  commitments
              
              
              100,000Marketing
                  related
              
              
              75,000Technology
                  based
              
              
              100,000Purchase
                  price
              
              $
              850,000
  Due
        to
        the limited availability of historical financial information with respect
        to the
        operations of Any Event, the Company has determined that the presentation
        of pro
        forma financial information is impractical at this time.
 
 Effective
        March 14, 2007, the Company engaged Timothy Bordonaro, the former president
        of
        the immediate predecessor to Any Event, as a consultant for a period of 90
        days
        to assist the Company to integrate and transition the business and assets
        purchased from Any Event. As consideration for Mr. Bordonaro’s services, the
        Company paid Mr. Bordonaro $150,000 in cash and issued him 25,000 shares
        of
        restricted common stock valued at $4.00 per share (aggregate value $100,000),
        which approximated market value on the date of issuance. The aggregate value
        of
        such consideration of $250,000 was charged to operations as merger integration
        cost during the nine months ended September 30, 2007.
 
 5.
        Acquisition of Stand-By Golf Las Vegas
 
 17
 On
        December 1, 2006, the Company acquired most of the tangible and intangible
        assets of Stand-By Golf Las Vegas, pursuant to the Agreement of Purchase
        and
        Sale, as amended, between the Company and the sellers. Stand-By Golf Las
        Vegas
        offers tee-time bookings to approximately 30 Las Vegas area golf courses
        at
        significant discounts.
  As
        consideration for the acquisition, the Company was required to issue shares
        of
        restricted common stock to the sellers, with a value at the close of trading
        on
        the closing date of $100,000, based upon the average closing bid price per
        share
        for the ten days prior to closing. As a result, the Company issued 26,546
        shares
        of common stock at a value of $3.767 per share. However, if the market value
        of
        the 26,546 shares of common stock on December 1, 2007 is less than $100,000,
        the
        Company is obligated to issue additional shares to the sellers until the
        market
        value of all shares issued to the sellers equals $100,000. However, such
        additional shares issuable will not have a value of less than $1.50 per share
        in
        determining how many additional shares would be issued in such circumstances.
        The Company’s common stock closed at $6.75 on June 28, 2007, the last trading
        day for the three months ended June 30, 2007, as a result of which the 26,546
        shares had an aggregate value in excess of $100,000 at June 30,
        2007.
 
 In
        addition, subject to certain conditions, the Company also provided additional
        performance based earn-outs to the sellers in the form of cash and common
        stock,
        payable during calendar years 2007, 2008 and 2009. The earn-out is based
        upon
        defined net revenues, which will be determined by subtracting deemed operational
        expenses from the gross revenue from the golf reservation business, as
        follows:
  January
        1, 2007 - December 31, 2007 (Year 1): For each additional dollar of net
        revenues, the Company will issue two dollars worth of shares of restricted
        common stock to sellers. This stock will be valued at the average closing
        bid
        price for the ten days prior to December 31, 2007, but in no event will the
        stock price used be less than $2.00 per share. During 2007 only, the first
        $25,000 net revenue increase shall be payable to sellers in the form of $50,000
        cash. During 2007, the yearly operational expenses are deemed to be $100,000.
 
 January
        1, 2008 - December 31, 2008 (Year 2): For each additional dollar of net
        revenues, the Company will issue two dollars worth of shares of restricted
        common stock to sellers. This stock will be valued at the average closing
        bid
        price for the ten days prior to December 31, 2008, but in no event will the
        stock price used be less than $2.00 per share. During 2008, the yearly
        operational expenses are deemed to be $115,000.
  January
        1, 2009 - December 31, 2009 (Year 3): For each additional dollar of net
        revenues, the Company will issue two dollars worth of shares of restricted
        common stock to sellers. This stock will be valued at the average closing
        bid
        price for the ten days prior to December 31, 2009, but in no event will the
        stock price used be less than $2.00 per share. During 2009, the yearly
        operational expenses are deemed to be $130,000.
  As
        of
        September 30, 2007, none of the Year 1 earn-out milestones had been
        met.
 
 The
        acquisition of Stand-By Golf Las Vegas has been accounted for as a purchase
        in
        accordance with SFAS No. 141, “Business Combinations”, and the operations of the
        two companies have been consolidated commencing December 1, 2006. The $100,000
        purchase price was allocated as follows, based upon the fair value of the
        acquired assets, as determined by an independent valuation firm:
 
 Tangible
                  assets:Prepaid
                  golf tee times
              
              $
              14,000Intangible
                  assets:Customer
                  relationships
              
              
              62,000Contract
                  commitments
              
              
              24,000Purchase
                  price
              
              $
              100,000
  18
 Due
        to
        the limited historical operations of Stand-By Golf Las Vegas, the Company
        has
        determined that the acquisition of this business was not a material acquisition.
        Accordingly, no pro forma information has been presented herein.
 
 6.
        Intangible Assets
 
 The
        following table summarizes the Company’s identifiable intangible assets at
        September 30, 2007 and December 31, 2006, which were recorded in conjunction
        with the acquisitions of Stand-By Golf in December 2006; Any Event in March
        2007
        and Exhibit Merchandising in August 2007.
 
 Balance,
                December
                  31,
              
              
              
              Amount
                  Charged to Amortization
              
              Balance,
                September
                  30,2006
              
              Additions
              
              Expense
              
              2007Customer
                  relationships
              
              $
              60,278
              
              $
              551,722
              
              $
              (116,528
              )
              $
              495,472Contract
                  commitments
              
              
              23,333
              
              
              2,701,767
              
              
              (132,526
              )
              
              2,592,574Marketing-related
              
              
              -
              
              
              12,277,500
              
              
              (309,368
              )
              
              11,968,132Technology-based
              
              
              -
              
              
              155,374
              
              
              (20,735
              )
              
              134,639Goodwill
              
              
              -
              
              
              27,284,444
              
              
              
              
              
              27,284,444Total
              
              $
              83,611
              
              $
              42,970,807
              
              $
              (579,157
              )
              $
              42,475,266
 
 Total
        amortization expense related to intangible assets for the three months and
        nine
        months ended September 30, 2007 was $423,760 and $579,157, respectively.
        Total
        estimated amortization expense with respect to intangible assets for the
        remainder of 2007 though 2010 is as follows:
  Years
                  Ending December 31,2007
                  (three months)
              
              $
              797,3942008
              
              
              3,189,5752009
              
              
              3,188,9072010
                  and after
              
              
              8,015,946Total
              
              $
              15,191,822
   All
        intangible assets are being amortized over varying periods of time, except
        goodwill which is reviewed for impairment. Marketing intangible assets are
        being
        amortized over six years, except $75,000, that is being amortized over three
        years, while all other intangible assets, other than goodwill are being
        amortized over three years.
 
 Statement
        of Financial Accounting Standards No. 142, “Goodwill and Other Intangible
        Assets” (“SFAS No. 142”), requires purchased intangible assets other than
        goodwill to be amortized over their useful lives unless these lives are
        determined to be indefinite.
 
 The
        Company accounts for the impairment of long-lived assets, such as property
        and
        equipment and intangible assets, under the provisions of Statement of Financial
        Accounting Standards No. 144, “Accounting for the Impairment of Long-Lived
        Assets” (“SFAS No. 144”).  SFAS No. 144 establishes the
        accounting for impairment of long-lived tangible and intangible assets other
        than goodwill and for the disposal of a business.  Pursuant to SFAS
        No. 144, the Company periodically evaluates, at least annually, whether
        facts or circumstances indicate that the carrying value of its depreciable
        assets to be held and used may not be recoverable.  If such
        circumstances are determined to exist, an estimate of undiscounted future
        cash
        flows produced by the long-lived asset, or the appropriate grouping of assets,
        is compared to the carrying value to determine whether impairment exists. 
In the event that the carrying amount of long-lived assets exceeds the
        undiscounted future cash flows, then the carrying amount of such assets is
        adjusted to their fair value.  The Company reports an impairment cost as a
        charge to operations at the time it is recognized.
 
 19
 There
        was
        no impairment of long-lived assets during the three months and nine months
        ended
        September 30, 2007.  Depreciation
        and amortization is included in selling and marketing expenses.
  7.
        Equity-Based Transactions
 
 Three
        and
        Nine Months Ended September 30, 2006:
 
 On
        January 18, 2006, the Company entered into an agreement with Kimberly Simon,
        its
        Chief Operating Officer, that provides for her to receive a bonus in the
        form of
        a warrant for 100,000 shares of common stock, exercisable for a period of
        five
        years at $0.36 per share (the fair market value on the date of the agreement),
        that vests only in the event that the gross number of tickets sold in 2006
        was
        at least equal to 125% of the gross number of tickets sold in 2005. As of
        June
        30, 2006, the Company determined that it was more likely than not that such
        vesting milestone would be met. Accordingly, the fair value of such warrant
        of
        $70,000, calculated pursuant to the Black-Scholes option-pricing model, was
        charged to operations over the six-month period commencing July 1, 2006 and
        ending December 31, 2006.
 
 On
        February 23, 2006, the Company issued 230,000 shares of common stock to Erick
        Richardson, a partner in the law firm of Richardson & Patel LLC, under the
        Consultant Stock Plan, with an approximate fair market value of $74,143 ($0.32
        per share) as payment for accrued legal fees.
 
 On
        February 27, 2006, the Company entered into a settlement agreement with
        Advantage Capital Development Corp. (“Advantage”), whereby the Company agreed to
        honor the $25,000 conversion notice previously submitted by Advantage, issue
        such conversion shares, and reduce the balance accordingly on the 5% secured
        convertible debentures. As a result, the Company issued 93,563 shares of
        common
        stock to Advantage with a fair market value of $25,000, based on a conversion
        price of $0.2672 per share.
 
 On
        March
        13, 2006, the Company issued 50,000 shares of common stock to Kimberly Simon,
        its Chief Operating Officer, as a bonus for services rendered. The shares
        of
        common stock were recorded at their fair market value on the date of issuance
        of
        $11,000 ($0.22 per share) and were charged to operations as general and
        administrative expense during the nine months ended September 30,
        2006.
 
 On
        March
        13, 2006, the Company issued a total of 120,000 shares of common stock to
        its
        non-officer employees as a bonus for services rendered. The shares of common
        stock were recorded at their fair market value on the date of issuance of
        $26,400 ($0.22 per share) and were charged to operations as general and
        administrative expense during the nine months ended June 30, 2006.
 
 On
        March
        13, 2006, the Company issued 25,000 shares of common stock to a consultant
        for
        services rendered. The shares of common stock were recorded at their fair
        market
        value on the date of issuance of $5,500 ($0.22 per share) and were charged
        to
        operations as general and administrative expense during the nine months ended
        June 30, 2006.
 
 On
        March
        13, 2006, the Company issued a total of 300,000 shares of common stock to
        its
        two non-officer directors for services, consisting of 150,000 shares to Benjamin
        Frankel and 150,000 shares to Norman Feirstein. The shares of common stock
        were
        recorded at their fair market value on the date of issuance of $66,000 ($0.22
        per share) and were charged to operations as general and administrative expense
        during the nine months ended June 30, 2006.
 
 On
        March
        13, 2006, the Company issued 150,000 shares of common stock to Kimberly Simon,
        its Chief Operating Officer. The shares of common stock are subject to pro
        rata
        forfeiture over a three-year period if Ms. Simon ceases to be employed by
        the
        Company. The 150,000 shares of common stock had a fair market value on the
        date
        of issuance of $33,000 ($0.22 per share) and are being charged to operations
        as
        general and administrative expense over the three-year period commencing
        March
        13, 2006. During the three months and nine months ended June 30, 2007, 12,500
        shares and 37,500 shares of common stock had vested, respectively, as a result
        of which $2,750 and $8,250, respectively, was charged to
        operations.
  20
 During
        March 2006, the Company issued 500,000 shares of common stock pursuant to
        a new
        three-year employment agreement with its President and Chief Executive Officer.
        The 500,000 shares of common stock had a fair market value on the date of
        issuance of $110,000 ($0.22 per share) and are being charged to operations
        as
        general and administrative expense over the three-year period commencing
        March
        1, 2006. During the three months and nine months ended September 30, 2007,
        41,667 shares and 125,000 shares of common stock had vested, respectively,
        as a
        result of which $9,166 and $27,498, respectively, was charged to
        operations.
  During
        April 2006, the Company entered into a consulting agreement for investor
        relations and strategic planning services.  The Company issued 50,000
        shares of common stock, which were recorded at their fair value of $16,000
        ($0.32 per share) and were charged to operations during the three months
        and six
        months ended June 30, 2006.
  On
        April
        19, 2006, the Company extended the expiration date of a stock option to purchase
        150,000 shares of common stock held by Kimberly Simon, its Chief Operating
        Officer.  The expiration date was extended from June 5, 2006 to June 5,
        2009.  The fair value of such stock option of $49,500, as calculated
        pursuant to the Black-Scholes option-pricing model, was credited to additional
        paid-in capital and was charged to operations during the three months and
        nine
        months ended September 30, 2006.
  On
        April
        25, 2006, the Company issued 10,000 shares of common stock to a consultant
        for
        investor relation services, which were recorded at their fair value of $3,400
        ($0.34 per share) and were charged to operations during the nine months ended
        September 30, 2006.
  On
        June
        5, 2006, a former employee exercised a previously issued stock option for
        60,000
        shares of common stock with an exercise price of $0.15 per share.  The
        stock option was exercised on a cashless basis.  Accordingly, the aggregate
        exercise price of $9,000 was paid through the surrender and cancellation
        of
        13,235 shares with a fair market value on the date of exercise of $0.68 per
        share, which resulted in the issuance of 46,765 shares of common stock.
  On
        June
        12, 2006, the Company issued 400,000 shares of common stock upon the exercise
        of
        a previously issued warrant at an exercise price of $0.10 per share and received
        cash proceeds of $40,000.
  During
        the three months ended June 30, 2006, the Company raised additional equity
        capital through the sale of units in a private placement to accredited investors
        at $0.25 per unit, with each unit consisting of one share of restricted common
        stock and a warrant to purchase one-half share of common stock, exercisable
        at
        $0.50 per share for a period of 24 months. The shares and warrants have limited
        piggyback registration rights.  The Company sold 2,480,000 units and
        received gross cash proceeds of $620,000, as a result of which the Company
        issued 2,480,000 shares of common stock and 1,240,000 warrants.  The
        Company paid a cash finder’s fee of $17,000 to Gang Consulting with respect to
        such equity offering, which was recorded as a reduction to additional paid-in
        capital during the three months ended June 30, 2006, as a result of which
        net
        cash proceeds from the private placement through June 30, 2006 were $603,000.
        At
        December 31, 2006, the net proceeds from this private placement totaled
        $1,003,000.
  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 provided 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 fair market value of such shares of
        $35,000 was reflected as deferred compensation in the stockholders’ equity
        section of the Company’s consolidated balance sheet.  The parties agreed
        that the services to be rendered pursuant to the consulting agreement would
        be
        provided beginning when the Company’s registration statement had been declared
        effective by the SEC.  Accordingly, the $35,000 was charged to operations
        over the three-month period commencing February 13, 2006 (the date that the
        Company’s registration statement was declared effective by the SEC) and ending
        May 13, 2006.
 
 21
 On
        July
        20, 2006, the Company entered into separate consulting agreements with two
        consultants, Rick Kraniak and Joe Marsh, to provide strategic advisory services
        to the Company over a two-year period which provide for each consultant to
        receive 150,000 shares of common stock vesting monthly over the term of the
        respective agreement. The 31,250 shares of common stock that had vested at
        September 30, 2006 were recorded at their approximate fair market value on
        such
        date of $36,496 and were charged to operations as general and administrative
        expense in the three and nine months ending September 30, 2006 **.**
 
 On
        July
        26, 2006, the Company issued 40,000 shares of common stock to Advantage upon
        the
        exercise of a previously issued warrant at an exercise price of $0.25 per
        share
        and received cash proceeds of $10,000.
 
 On
        July
        28, 2006, the Company issued 100,000 shares of common stock to Rick Kraniak
        upon
        the exercise of a previously issued warrant at an exercise price of $0.30
        per
        share and received cash proceeds of $30,000.
 
 On
        August
        28, 2006, the Company issued 40,000 shares of common stock to Advantage upon
        the
        exercise of a previously issued warrant at an exercise price of $0.25 per
        share
        and received cash proceeds of $10,000.
 
 On
        September 28, 2006, the Company issued 200,000 shares of common stock to
        Mitch
        Francis, its President and Chief Executive Officer, as a bonus for services
        rendered. The shares of common stock were recorded at their fair market value
        on
        the date of issuance of $222,000 ($1.11 per share) and were charged to
        operations as general and administrative expense for the three and nine months
        ended September 30, 2006.
 
 On
        September 28, 2006, the Company issued 100,000 shares of common stock to
        Kimberly Simon, its Vice President, as a bonus for services rendered. The
        shares
        of common stock were recorded at their fair market value on the date of issuance
        of $111,000 ($1.11 per share) and were charged to operations as general and
        administrative expense for the three and nine months ended September 30,
        2006.
 
 On
        September 28, 2006, the Company issued a total of 90,000 shares of common
        stock
        to its non-officer employees as a bonus for services rendered. The shares
        of
        common stock were recorded at their fair market value on the date of issuance
        of
        $99,900 ($1.11 per share) and were charged to operations as general and
        administrative expense for the three and nine months ended September 30,
        2006.
 
 On
        September 28, 2006, the Company issued a total of 80,000 shares of common
        stock
        to its two non-officer directors for services rendered, consisting of 40,000
        shares to Benjamin Frankel and 40,000 shares to Norman Feirstein. The shares
        of
        common stock were recorded at their fair market value on the date of issuance
        of
        $88,800 ($1.11 per share) and were charged to operations as general and
        administrative expense for the three and nine months ended September 30,
        2006.
 
 On
        September 28, 2006, the Company issued 50,000 shares of common stock to each
        of
        three consultants (Rick Kraniak, Joe Marsh and Gang Consulting Ltd.) for
        services rendered, for a total of 150,000 shares of common stock. The 150,000
        shares of common stock were recorded at their fair market value on the date
        of
        issuance of $166,500 ($1.11 per share) and were charged to operations as
        general
        and administrative expense for the three and nine months ended September
        30,
        2006.
 
 During
        the nine months ended September 30, 2006, the Company raised additional equity
        capital through the sale of units in a private placement to accredited investors
        at $0.25 per unit, with each unit consisting of one share of restricted common
        stock and a warrant to purchase one-half share of common stock, exercisable
        at
        $0.50 per share for a period of 24 months. The shares and warrants have limited
        piggyback registration rights. The Company sold 4,080,000 units and received
        gross cash proceeds of $1,020,000, as a result of which the Company issued
        4,080,000 shares of common stock and 2,040,000 warrants. The Company paid
        a cash
        finder’s fee of $17,000 to Gang Consulting Ltd. with respect to such equity
        offering, which was recorded as a reduction to additional paid-in capital
        during
        the nine months ended September 30, 2006, as a result of which net cash proceeds
        from the private placement through September 30, 2006 were
        $1,003,000.
  22
 On
        September 28, 2006, Mitch Francis, the Company’s President and Chief Executive
        Officer, exercised a portion of a previously issued warrant to acquire 615,384
        shares of common stock at an exercise price of $0.13 per share. Pursuant
        to such
        warrant, Mr. Francis acquired 505,588 shares of common stock by offsetting
        accrued but unpaid compensation of $65,726.
 
 On
        January 18, 2006, the Company entered into an agreement with Kimberly Simon,
        its
        Vice President, that provides for her to receive a bonus in the form of a
        warrant for 100,000 shares of common stock, exercisable for a period of five
        years at $0.36 per share (the fair market value on the date of the agreement),
        that vests only in the event that the gross number of tickets sold in 2006
        is at
        least equal to 125% of the gross number of tickets sold in 2005. As of June
        30,
        2006, the Company had determined that such vesting milestone had been met.
        Accordingly, the fair value of such warrant of $70,000, calculated pursuant
        to
        the Black-Scholes option-pricing model, is being charged to operations as
        general and administrative expense over the six-month period commencing July
        1,
        2006 and ending December 31, 2006, as a result of which $35,000 was charged
        to
        operations as general and administrative expense during the three months
        ended
        September 30, 2006.
  Three
        Months and Nine Months Ended September 30, 2007:
 
 On
        February 9, 2007, the Company filed with the Securities and Exchange Commission
        a registration statement on Form S-8 for the purpose of registering 1,000,000
        shares of common stock, of which 430,000 shares relate to the proposed resale
        of
        previously issued shares of restricted common stock. The remaining 570,000
        shares have been allocated to establish the 2007 Equity Incentive Plan, the
        purpose of which is to provide incentives to attract, retain and motivate
        eligible persons whose present and potential contributions are important
        to the
        success of the Company by offering them an opportunity to participate in
        the
        Company’s future performance through awards of options, the right to purchase
        common stock and stock bonuses. The Company is in compliance with all existing
        registration statement obligations.
  During
        the nine months ended September 30, 2007, the Company issued 1,357,500 shares
        of
        common stock to outside consultants valued at prices ranging from $5.95 per
        share to $7.20 per share, with an aggregate market value of $8,282,500. The
        shares were recorded at their fair market value, which was determined based
        on
        the closing market price of the common stock at the date of the respective
        agreement. The Company issued 827,500 shares and 1,207,500 shares to consultants
        for general and administrative services rendered during the three and nine
        months ended September 30, 2007. These shares had a corresponding dollar
        amounts
        which resulted in a charge of $5,347,500 and $7,270,000 during the three
        months
        and nine months ended September 30, 2007, respectively. Included in the issuance
        of these shares are 25,000 shares issued to Timothy Bordonaro valued at $100,000
        (see Note 4) and agreements with two consultants to provide strategic advisory
        services to the Company over a two-year period, which provide for each
        consultant to receive 150,000 shares of common stock vesting monthly over
        the
        term of the respective agreements. During the three months and nine months
        ended
        September 30, 2007, 37,500 shares and 112,500 shares of common stock had
        vested,
        respectively, and were recorded at their approximate fair market value, as
        adjusted monthly, of $260,000 and $630,000, respectively, and which were
        charged
        to operations as general and administrative expense. Additionally, the Company
        issued 150,000 shares to consultants for investor relations and financial
        services rendered during the three and nine months ended September 30, 2007.
        These shares had a corresponding dollar value which resulted in a charge
        of
        $1,012,500 during the three months and nine months ended September 30,
        2007.
 
 23
 On
        September 24, 2007, the Company completed closing of a private investment
        in
        public equity financing. At the closing, the Company sold to institutional
        and
        accredited investors 3,744,000 shares of its common stock for a price of
        $4.75
        per share, or an aggregate of approximately $17.8 million. In addition the
        Company also issued to the investors two-year warrants to purchase 1,870,000
        shares of common stock at an exercise price of $5.50 per share. In conjunction
        with this offering the Company paid fees of $75,000 and issued a total of
        147,000 shares of its common stock to placement agents in connection with
        the
        financing. The offer and sale of the shares sold were not registered under
        the
        Securities Act of 1933 in reliance upon the exemption from registration
        contained in Section 4(2) of the Securities Act and Regulation D
        promulgated thereunder. The shares sold in this offering may not be reoffered
        or
        sold in the United States by the holders in the absence of an effective
        registration statement, or exemption from the registration requirements,
        under
        the Securities Act.
 
 During
        the nine months ended September 30, 2007, the Company issued 262,501shares
        of
        common stock to officers valued at $670,749 as follows:
 
 (1)
        On
        March 13, 2006, the Company issued 150,000 shares of common stock to Kimberly
        Simon, its Chief Operating Officer. The shares of common stock are subject
        to
        pro rata forfeiture over a three-year period if Ms. Simon ceases to be employed
        by the Company. The 150,000 shares of common stock had a fair market value
        on
        the date of issuance of $33,000 ($0.22 per share) and are being charged to
        operations as general and administrative expense over the three-year period
        commencing March 13, 2006. During the three months and nine months ended
        September 30, 2007, 12,500 shares and 37,500 shares of common stock had vested,
        respectively, as a result of which $2,750 and $8,250, respectively, was charged
        to operations.
 
 (2)
        During March 2006, the Company issued 500,000 shares of common stock pursuant
        to
        a new three-year employment agreement with its President and Chief Executive
        Officer. The 500,000 shares of common stock had a fair market value on the
        date
        of issuance of $110,000 ($0.22 per share) and are being charged to operations
        as
        general and administrative expense over the three-year period commencing
        March
        1, 2006.
 (3)
        During August 2007, the Company issued 100,000 shares of common stock to
        its
        Premium Ticket Manager. The 100,000 shares of common stock had a fair market
        value on the date of issuance of $635,000 ($6.35 per share) and was charged
        to
        operations as general and administrative expense.
 
 During
        the three months and nine months ended September 30, 2007, 41,667 and 125,000
        shares of common stock had vested, respectively, as a result of which $9,166
        and
        $27,500, respectively, was charged to operations.
 
 During
        the nine months ended September 30, 2007, the Company issued 1,110,913 shares
        of
        common stock upon the exercise of warrants to acquire 1,179,796 shares of
        common
        stock for total proceeds of $203,000 as follows:
 
 (1)
        On
        February 2, 2007, Mitch Francis, the Company’s President and Chief Executive
        Officer, exercised (on a cashless basis) a previously issued warrant for
        109,796
        shares of common stock with an exercise price of $0.13 per share. Accordingly,
        the aggregate exercise price of $14,273 was paid through the surrender and
        cancellation of 3,005 shares of common stock with a fair market value on
        the
        date of exercise of $4.75 per share, which resulted in the issuance of 106,791
        shares of common stock.
 
 (2)
        On
        March 19, 2007, an accredited investor exercised (on a cashless basis) a
        previously issued warrant for 20,000 shares of common stock with an exercise
        price of $0.50 per share. Accordingly, the aggregate exercise price of $10,000
        was paid through the surrender and cancellation of 2,500 shares of common
        stock
        with a fair market value on the date of exercise of $4.00 per share, which
        resulted in the issuance of 17,500 shares of common stock.
  (3)
        On
        June 27, 2007, an accredited investor exercised (on a cashless basis) a
        previously issued warrant for 200,000 shares of common stock with an exercise
        price of $0.50 per share. Accordingly, the aggregate exercise price of $100,000
        was paid through the surrender and cancellation of 16,949 shares of common
        stock
        with a fair market value on the date of exercise of $5.90 per share, which
        resulted in the issuance of 183,051 shares of common stock.
 
 24
 4)
        On
        September 11, 2007, an accredited investor exercised (on a cashless basis)
        a
        previously issued warrant for 400,000 shares of common stock with an exercise
        price of $0.50 per share. Accordingly, the aggregate exercise price of $200,000
        was paid through the surrender and cancellation of 46,429 shares of common
        stock
        with a fair market value on the date of exercise of $7.00 per share, which
        resulted in the issuance of 353,571 shares of common stock.
 
 (5)
        During the nine months ended September 30, 2007, the Company issued 450,000
        shares of common stock to other individuals upon the exercise of previously
        issued warrants at exercise prices ranging from $0.25 per share to $0.50
        per
        share and received cash proceeds of $203,000.
 
 During
        the nine months ended September 30, 2007, the Company granted 847,000 options
        to
        acquire 847,000 shares of common stock valued in the amount of $4,399,000
        as
        follows:
 
 (1)
        On
        March 12, 2007, the Company granted to Sam Georges, a newly-appointed
        non-officer director of the Company, a non-plan option to acquire 10,000
        shares
        of common stock exercisable at $4.00 per share for a period of five years,
        which
        was fully vested at issuance. The fair value of such stock option of $30,800,
        as
        calculated pursuant to the Black-Scholes option-pricing model, was charged
        to
        operations as general and administrative expense during the nine months ended
        September 30, 2007. The assumptions used in the Black-Scholes option pricing
        model to calculate the fair value of the option were as follows:
 
 Stock
                  price on date of grant
              
              $
              4.00Risk-free
                  interest rate
              
              
              5.00
              %Volatility
              
              
              100.4
              %Dividend
                  yield
              
              
              0
              %Weighted
                  average expected life (years)
              
              
              5.00Weighted
                  average fair value of option
              
              $
              3.08
 
 (2)
        On
        June 7, 2007, the Company granted to Andy Pells, a director of the Company,
        an
        option to purchase 10,000 shares of common stock exercisable at $4.60 per
        share
        for a period of five years, which was fully vested at issuance. The fair
        value
        of such option of $45,300, as calculated pursuant to the Black-Scholes
        option-pricing model, was charged to operations as general and administrative
        expense during the nine months ended September 30, 2007. The assumptions
        used in
        the Black-Scholes option-pricing model to calculate the fair value of the
        option
        were as follows:
  Stock
                  price on date of grant
              
              $
              5.70Risk-free
                  interest rate
              
              
              5.00
              %Volatility
              
              
              100.4
              %Dividend
                  yield
              
              
              0
              %Weighted
                  average expected life (years)
              
              
              5.00Weighted
                  average fair value of option
              
              $
              4.53
 
 On
        May 5,
        2007, the Company granted to a consultant a warrant to purchase 1,000,000
        shares
        of common stock exercisable at $5.35 per share for a period of three years,
        which was fully vested at issuance. The fair value of such warrant of
        $3,440,000, as calculated pursuant to the Black-Scholes option-pricing model,
        was charged to operations as general and administrative expense during the
        nine
        months ended September 30, 2007. The assumptions used in the Black-Scholes
        option-pricing model to calculate the fair value of the warrant were as
        follows:
 
 25
 Stock
                  price on date of grant
              
              $
              5.35Risk-free
                  interest rate
              
              
              5.00
              %Volatility
              
              
              100.4
              %Dividend
                  yield
              
              
              0
              %Weighted
                  average expected life (years)
              
              
              3.00Weighted
                  average fair value of option
              
              $
              3.44
 
 On
        November 6, 2006, the Company issued options to purchase 300,000 shares of
        common stock under the 2004 Option Plan, to its newly-hired director of business
        development, Craig Stein. On each of the first three year anniversary dates
        of
        his employment, as long as Mr. Stein remains an employee of the Company,
        options
        to acquire 100,000 shares of common stock will be granted to Mr. Stein on
        each
        of November 6, 2007, November 6, 2008 and November 6, 2009, respectively,
        with
        per share exercise prices of $2.02, $3.00 and $4.00, respectively. The
        approximate fair value of such options, calculated pursuant to the Black-Scholes
        option-pricing model, was $906,000. The Company is amortizing the fair value
        of
        such options over 36 months, and as a result, $75,500 and $226,500was charged
        to
        operations as general and administrative expense during the three months
        and six
        months ended September 30, 2007, respectively.
 
 On
        August
        8, 2007, the Company issued options to purchase 100,000 shares of common
        stock
        under the 2004 Option Plan, of which options to purchase 25,000 shares vested
        immediately, to its newly-hired Vice President Operations, Curt Bechdel.
        The
        approximate fair value of such options, calculated pursuant to the Black-Scholes
        option-pricing model, was $571,000. The approximate Black-Scholes value of
        the
        immediately vested options to purchase 25,000 shares is $142,750, which resulted
        in a charge to general and administrative expense at the time of grant. The
        remaining 75,000 options to purchase common stock will vest over three years
        on
        the anniversary date of Mr. Bechdel’s employment, as long as Mr. Bechdel remains
        an employee of the Company. The approximate fair value of such options,
        calculated pursuant to the Black-Scholes option-pricing model, is $428,000.
        The
        Company is amortizing the fair value of such options over 36 months, and
        as a
        result, $21,000 was charged to operations as general and administrative expense
        during the three months and nine months ended September 30, 2007.
 
 On,
        August 21 2007, the Company issued options to purchase 87,000 shares of common
        stock under the 2004 Option Plan, to various employees. The approximate fair
        value of such options, calculated pursuant to the Black-Scholes option-pricing
        model, was $358,000. The Company is amortizing the fair value of such options
        over 36 months, and as a result, $13,000 was charged to operations as general
        and administrative expense during the three months and nine months ended
        September 30, 2007.
 
 
 On
        September 10, 2007, the Company issued options to purchase 340,000 shares
        of
        common stock under the 2004 Option Plan, of which options to purchase 40,000
        shares vested immediately, to its newly-hired Chief Financial Officer, Matthew
        Natalizio. The approximate fair value of such options, calculated pursuant
        to
        the Black-Scholes option-pricing model, was $1,839,000. The approximate
        Black-Scholes value of the immediately vested options to purchase 40,000
        shares
        is $216,400, which resulted in a charge to general and administrative expense
        at
        the time of grant. The remaining 300,000 options to purchase common stock
        will
        vest over three years on the anniversary date of Mr.Natalizio’s employment, as
        long as Mr. Natalizio remains an employee of the Company. The approximate
        fair
        value of such options, calculated pursuant to the Black-Scholes option-pricing
        model, is $1,623,000. The Company is amortizing the fair value of such options
        over 36 months, and as a result, $32,000 was charged to operations as general
        and administrative expense during the three months and nine months ended
        September 30, 2007.
 
 On
        September 27, 2007, the Company issued options to purchase 300,000 shares
        of
        common stock under the 2004 Option Plan, to Chief Operating Officer, Kim
        Simon.
        The approximate fair value of such options, calculated pursuant to the
        Black-Scholes option-pricing model, was $1,554,000. These options to purchase
        common stock will vest over three years on the anniversary date of Ms. Simon’s
        employment agreement, as long as Ms. Simon is not terminated for cause. The
        Company is amortizing the fair value of such options over 36 months, and
        as a
        result, $6,000 was charged to operations as general and administrative expense
        during the three months and nine months ended September 30, 2007.
 
 26
 A
        summary
        of stock option activity under the Company’s options plans for the nine months
        ended September 30, 2007 is shown below.
 
 Number
                of Shares
              
              Weighted
                Average
                Exercise Price
              
              Weighted
                Average
                Remaining
                Contractual Life
                  (Years)Options
                  outstanding at December 31, 2006
              
              
              451,500
              
              $
              2.05
              
              
              5.3Granted
              
              
              847,000
              
              
              6.94Exercised
              
              
              -Canceled/Expired
              
              
              -Options
                  outstanding at September 30, 2007
              
              
              1,298,500
              
              $
              5.24
              
              
              4.9Options
                  exercisable at September 30, 2007
              
              
              236,500
              
              $
              2.41
              
              
              4.3
  The
        intrinsic value of exercisable but unexercised in-the-money options at September
        30, 2007 was $1.7 million.
 
 At
        September 30, 2007, the unvested portion of the grant date fair value of
        stock
        options will be charged to operations over their remaining vesting periods
        as
        follows:
 
 Years
                  Ending December 31,2007
                  (three months)
              
              $
              405,0002008
              
              
              1,621,0002009
                  and beyond
              
              
              2,495,000Total
              
              $
              4,521,000
  As
        of
        September 30, 2007, the Company had warrants outstanding to purchase 4,522,000
        shares of common stock at exercise prices ranging from $0.25 to $5.50 per
        share
        (weighted-average exercise price $5.45 per share).
 
 8.
        Note
        Payable, Stockholder
 
 On
        April
        24, 2007, the Company borrowed $2,000,000 from Joseph Marsh, a stockholder
        of
        the Company, pursuant to an unsecured short-term note, with interest at 8%,
        per
        annum payable monthly. The note was due on or before April 1, 2008. During
        the
        term of the loan, Mr. Marsh had the right to convert the loan into an investment
        in any subsequent private placement that the Company may conduct. On September
        29, 2007 the Company repaid the loan in full. During the term of the loan
        the
        Company paid $76,000 in interest and penalties.
 
 9.
        Related Party Transactions
 
 During
        2006 and 2007, Benjamin Frankel, a director of the Company, was a principal
        in
        Frankel, LoPresti & Co., an accountancy corporation. Effective March 6,
        2006, the Company entered into a one-year agreement with Mr. Frankel’s current
        firm for certain business, accounting and tax advisory services to be provided
        by Mr. Frankel for a monthly retainer fee of $5,000 effective as of January
        1,
        2006. Other services outside the scope of this agreement are invoiced separately
        by Mr. Frankel’s firm. This agreement was approved by the Company’s Board of
        Directors. This agreement was terminated in October 2006.  During
        the three months ended September 30, 2007 and 2006, the Company incurred
        fees to
        such accounting firm of $2,000 and $12,448, respectively. During the nine
        months
        ended September 30, 2007 and 2006, the Company incurred fees to such accounting
        firm of $52,258 and $55,984, respectively.  During
        the nine months ended September 30, 2006, the Company wrote-off the remaining
        balance of the prepaid accounting fee with Mr. Frankel’s former firm of
        $8,758.
 
 27
 During
        the nine months ended September 30, 2007, certain customer credit card
        transactions were deposited in the accounts of the former owners of Exhibit
        Merchandising, LLC. These amounts remain outstanding, the Company does not
        believe there is any impairment to these receivables.
 
 During
        the nine months ended September 30, 2007, the Company purchased golf tee-times
        through a seller of Stand-By Golf Las Vegas aggregating $419,786.
 
 At
        September 30, 2007, the Company had amounts due from the seller of Any Event
        of
        $14,950, primarily for funds collected on behalf of the Company by the seller
        between March 14, 2007 and March 31, 2007.
 
 10.
        Commitments and Contingencies
 
 Effective
        March 1, 2006, the Company entered into a three-year employment agreement
        with
        Mitch Francis, its President and Chief Executive Officer, to serve as Chairman
        of the Board of Directors, President and Chief Executive Officer. The agreement
        provides for a base annual salary of $275,000, annual increases of 8%, standard
        benefits, and annual bonuses equal to 6% of the Company’s annual earnings in
        excess of $500,000 before taxes, depreciation and amortization, but after
        interest expense. Mr. Francis did not earn any bonus during the three months
        and
        nine months ended September 30, 2007 or 2006. The agreement also provided
        that
        the Company issue to Mr. Francis 500,000 shares of restricted common stock
        within thirty days of March 1, 2006. The shares of common stock were issued
        on
        March 13, 2006. The shares of common stock are subject to a prohibition on
        being
        traded, encumbered or otherwise transferred, which restriction lapses in
        equal
        annual installments on March 13, 2007, 2008 and 2009. On the occurrence of
        a
        change in control of the Company, as defined, Mr. Francis will be entitled
        to,
        among other compensation, an amount equal to five times his annual base salary
        immediately prior to the change in control event.
 
 At
        September 30, 2007 and December 31, 2006, the Company had bank certificates
        of
        deposit securing two bank letters of credit outstanding for $12,283 that
        had
        been issued to secure the Company’s obligations to two of its show ticket
        suppliers. At September 30, 2007 and December 31, 2006, there were no amounts
        outstanding under the letters of credit.
 
 The
        Company is periodically subject to various pending and threatened legal actions
        that arise in the normal course of business.  The Company’s management
        believes that the impact of any such litigation will not have a material
        adverse
        impact on the Company’s financial position or results of
        operations.
  11.
        Income Taxes
 
 At
        December 31, 2006, the Company had Federal net operating loss carry-forwards
        of
        approximately $10,000,000 expiring beginning in 2010 in varying amounts through
        2025 and California state net operating loss carry-forwards of approximately
        $700,000 expiring beginning in 2013 in varying amounts through 2015.
 
 SFAS
        No.
        109 requires that a valuation allowance be established when it is more likely
        than not that all or a portion of deferred tax assets will not be realized.
        Due
        to restrictions imposed by Internal Revenue Code Section 382 regarding
        substantial changes in ownership of companies with loss carry-forwards, the
        utilization of the Company’s net operating loss carry-forwards will likely be
        limited as a result of cumulative changes in stock ownership. As such, the
        Company recorded a 100% valuation allowance against its net deferred tax
        assets
        at September 30, 2007 and December 31, 2006.
 
 28
 As
        a
        result of the Company’s significant operating loss carry-forwards and the
        corresponding valuation allowance, no income tax benefit has been recorded
        at
        September 30, 2007 or December 31, 2006. The provision for income taxes using
        the statutory federal tax rate as compared to the Company’s effective tax rate
        is summarized as follows:
 
 Three
                  Months and
                Nine
                  Months Ended September 30, 20072007
              
              2006Tax
                  benefit at statutory rate
              
              
              (35
              )%
              
              (35
              )%Adjustments
                  to change in valuation allowance
              
              
              35
              
              
              35Effective
                  tax rate
              
              
              -
              %
              
              -
              %
   ITEM
        2.
        MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 
 Overview:
 
 Since
        January 1, 2004, the Company’s principal business activity, through its
        wholly-owned subsidiary, Tix4Tonight, LLC, has been the sale of tickets for
        Las
        Vegas shows at a discount to the original box office price, on the same day
        of
        the performance, from ticket booths located on the Las Vegas Strip.
 
 During
        the first nine months of 2007, the Company conducted its Tix4Tonight operations
        at four locations in Las Vegas, Nevada: the Hawaiian Marketplace Shopping
        Center
        at the South end of the Strip; the Fashion Show Mall Strip entrance in front
        of
        Neiman-Marcus, directly across the street from the new Wynn Resort at the
        middle
        of the Strip; at the North Strip, just south of the Riviera Hotel; and a
        downtown Las Vegas facility in the Four Queens Hotel, fronting onto the Fremont
        Street Experience. These four ticketing locations are leased facilities.
        On
        September 7, 2007, the Company entered into a sublease for a fifth facility
        in
        the Showcase Mall, behind the “Giant Coke Bottle,” just north of the MGM Grand.
        The Showcase Mall facility began selling discount tickets on November 1,
        2007.
        The Company also maintains administrative offices for Tix4Tonight in Las
        Vegas,
        Nevada, which is also a leased facility.
 
 The
        Company conducts the operations of Tix4Tonight at five locations in Las Vegas,
        Nevada: the Hawaiian Marketplace Shopping Center at the South end of the
        Strip;
        the Fashion Show Mall Strip entrance in front of Neiman-Marcus, directly
        across
        the street from the new Wynn Resort at the middle of the Strip; at the North
        Strip, just south of the Riviera Hotel; and a downtown Las Vegas facility
        in the
        Four Queens Hotel, fronting onto the Fremont Street Experience. These four
        ticketing locations are in leased facilities. The Company also maintains
        administrative offices for Tix4Tonight in Las Vegas, Nevada, which is also
        a
        leased facility.
 
 During
        the three months ended September 30, 2006, as an adjunct to its Las Vegas
        show
        ticketing business, the Company launched its Tix4Dinner operations from the
        same
        locations as the sale of discount show tickets. Tix4Dinner offers reservations
        for discounted dinners at various restaurants on the Las Vegas strip, with
        dining at specific times on the same day as the reservation.
 
 On
        December 1, 2006, the Company introduced its Tix4Stand-byGolf discount golf
        reservation business through the acquisition of Stand-By Golf Las Vegas.
        Stand-By Golf Las Vegas has operated in the Las Vegas area for approximately
        ten
        years, offering tee-time bookings to approximately 30 area golf courses at
        significant discounts. The Company markets its golf offerings at its four
        Las
        Vegas ticketing facilities, online and at its Las Vegas office.
 
 29
 On
        March
        14, 2007, the Company acquired Any Event, an online national ticket broker.
        This
        acquisition was instrumental in establishing the Company in the online and
        offline premium ticketing business for sporting events, concerts and other
        cultural events throughout the United States. Tickets are generally sold
        at a
        premium over face value. The Company operates Any Event from its offices
        in Las
        Vegas, Nevada. In June 2007, the Company closed the Any Event office in
        Cleveland, Ohio.
 
 On
        August
        8, 2007, the Company acquired substantially all of the assets of Exhibit
        Merchandising LLC, an Ohio limited liability company (“EM”). The Company
        operates EM from its offices in Cleveland, Ohio.
 
 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 show ticketing business recognizes as revenue the
        commissions paid by the entertainment provider and related transaction fees
        earned from the sale of discounted Las Vegas show tickets at the time the
        tickets are paid for and delivered to the customers. The Company's charges
        a
        commission to the show based on the face value of the tickets sold. The Company
        charges a transaction fee to the customer on a per-ticket basis. With certain
        exceptions, ticket sales are generally non-refundable, although same-day
        exchanges of previously sold tickets are permitted. Claims for ticket refunds,
        which are generally received and paid the day after the show date, are charged
        back to the respective shows and are recorded as a reduction to the Company’s
        commissions and fees at the time that such refunds are processed. The Company
        does not have accounts receivable associated with its sales transactions,
        as
        payment is collected at the time of sale.
 
 Tix4Dinner
        recognizes as revenue the transaction fees earned from the booking of dinner
        reservations at the time that the reservations are made. Tix4Dinner charges
        the
        customer a fee to book the reservation. The Company currently does not have
        accounts receivable or accounts payable associated with the Tix4Dinner
        operations, as the Company collects the transaction fee at the time that
        the
        reservation is made, and the dinner payment is collected directly by the
        restaurant.
 
 Tix4Stand-byGolf
        recognizes as revenue the difference between how much it charges its customers
        for tee-times and how much it pays golf courses for tee-times. The revenue
        per
        tee-time, as well as the cost per tee-time, varies, depending on the
        desirability of the golf course and tee-time, weather, time of year and several
        other factors. Revenue per tee-time is significantly higher when tee-times
        are
        guaranteed or pre-bought in large quantities. These guarantees or pre-buys
        are
        being provided by the former owners of Stand-By Golf Las Vegas in accordance
        with the terms of the purchase agreement. Tix4Stand-byGolf only pays the
        former
        owners for tee-times actually sold to customers, at their actual cost, and
        does
        not provide any advance payments. This arrangement can be terminated at any
        time
        by the Company without obligation. Although tee-times are generally sold
        the day
        before or the day of the tee-time, , tee-times may be booked in advance.
        Revenue
        is not recognized until the day of the tee-time. The Company does not have
        any
        accounts receivable associated with this business, as all transactions are done
        by credit card.
 
 30
 Any
        Event
        recognizes as revenue the gross amount from the sale of tickets that it owns.
        Any Event bears the risk of economic loss if the tickets are not sold by
        the
        date that the event is scheduled to occur. Revenue is considered earned when
        the
        related event has occurred. Refunds are only issued if the event is canceled
        or
        postponed. Payments for such ticket sales received prior to the event are
        recorded as deferred revenue. Any Event does not have any accounts receivable
        associated with sales transactions to individual customers, as payment is
        collected at the time of sale. However, sales transactions with other ticket
        brokers may be conducted on a credit basis, which could generate accounts
        receivable.
 
 Intangible
        Assets and Long-Lived Assets.  Statement of Financial Accounting Standards
        No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”),
        requires purchased intangible assets other than goodwill to be amortized
        over
        their useful lives unless these lives are determined to be
        indefinite.
  The
        Company accounts for the impairment of long-lived assets, such as property
        and
        equipment and intangible assets, under the provisions of Statement of Financial
        Accounting Standards No. 144, “Accounting for the Impairment of Long-Lived
        Assets” (“SFAS No. 144”).  SFAS No. 144 establishes the
        accounting for impairment of long-lived tangible and intangible assets other
        than goodwill and for the disposal of a business.  Pursuant to SFAS
        No. 144, the Company periodically evaluates, at least annually, whether
        facts or circumstances indicate that the carrying value of its depreciable
        assets to be held and used may not be recoverable.  If such
        circumstances are determined to exist, an estimate of undiscounted future
        cash
        flows produced by the long-lived asset, or the appropriate grouping of assets,
        is compared to the carrying value to determine whether impairment exists. 
In the event that the carrying amount of long-lived assets exceeds the
        undiscounted future cash flows, then the carrying amount of such assets is
        adjusted to their fair value.  The Company reports an impairment cost as a
        charge to operations at the time it is recognized.
  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.
 
 Recent
        Accounting Pronouncements:
 
 In
        February 2007, the FASB issued Statement of Financial Accounting Standards
        No.
        159, “The Fair Value Option for Financial Assets and Financial Liabilities”
(“SFAS No. 159”), which provides companies with an option to report selected
        financial assets and liabilities at fair value.  SFAS No. 159’s objective
        is to reduce both complexity in accounting for financial instruments and
        the
        volatility in earnings caused by measuring related assets and liabilities
        differently. Generally accepted accounting principles have required different
        measurement attributes for different assets and liabilities that can create
        artificial volatility in earnings. SFAS No. 159 helps to mitigate this type
        of
        accounting-induced volatility by enabling companies to report related assets
        and
        liabilities at fair value, which would likely reduce the need for companies
        to
        comply with detailed rules for hedge accounting. SFAS No. 159 also establishes
        presentation and disclosure requirements designed to facilitate comparisons
        between companies that choose different measurement attributes for similar
        types
        of assets and liabilities. SFAS No. 159 requires companies to provide additional
        information that will help investors and other users of financial statements
        to
        more easily understand the effect of the company’s choice to use fair value on
        its earnings. SFAS No. 159 also requires companies to display the fair value
        of
        those assets and liabilities for which the company has chosen to use fair
        value
        on the face of the balance sheet.  SFAS No. 159 does not eliminate
        disclosure requirements included in other accounting standards, including
        requirements for disclosures about fair value measurements included in SFAS
        No.
        157 and SFAS No. 107. SFAS No. 159 is effective as of the beginning of a
        company’s first fiscal year beginning after November 15, 2007.  Early
        adoption is permitted as of the beginning of the previous fiscal year provided
        that the company makes that choice in the first 120 days of that fiscal year
        and
        also elects to apply the provisions of SFAS No. 157. The Company is currently
        assessing the potential effect of SFAS No. 159 on its financial
        statements.
 
 31
 In
        September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (“SFAS
        No. 157”), which provides enhanced guidance for using fair value to measure
        assets and liabilities. SFAS No. 157 provides a common definition of fair
        value
        and establishes a framework to make the measurement of fair value in generally
        accepted accounting principles more consistent and comparable. SFAS No. 157
        also
        requires expanded disclosures to provide information about the extent to
        which
        fair value is used to measure assets and liabilities, the methods and
        assumptions used to measure fair value, and the effect of fair value measures
        on
        earnings. SFAS No. 157 is effective for financial statements issued in fiscal
        years beginning after November 15, 2007 and to interim periods within those
        fiscal years. The Company is currently assessing the potential effect of
        SFAS
        No. 157 on its financial statements.
  Management
        does not believe that any other recently issued, but not yet effective,
        accounting standards, if currently adopted, would have a material effect
        on the
        Company's financial statements.
 
 Results
        of Operations - Three Months Ended September 30, 2007 and 2006:
 
 Revenues.
        The Company earns fee revenues from the sales of discounted tickets from
        purchasers of the tickets and commissions from the entertainment supplier,
        as
        well as revenues from the sale of premium tickets to sporting and other
        entertainment events. The Company, through its discounted ticket venues also
        offers discount dinner reservations and golf tee times. Additionally, with
        the
        acquisition of Exhibit Merchandising, LLC “EM” the Company also earns revenues
        from the management of retail outlets associated with the sale of merchandise
        related to traveling exhibits, such as “Tutankhamun and The Golden Age of the
        Pharaohs.” Total revenues were $5,701,641 for the three months ended September
        30, 2007, as compared to $1,434,233 for the three months ended September
        30,
        2006, an increase of $4,267,408 or 298%. The Company earned on its discount
        ticket activities a total of $1,459,966 and $1,434,233 for the three months
        ended September 30, 2007 and 2006 respectively. This represents an increase
        of
        2% in discount ticket revenues. Commissions and fees were earned on the gross
        sales value of discounted show tickets sold to customers of $7,176,197 for
        the
        three months ended September 30, 2007, as compared to $5,341,028 for the
        three
        months ended September 30, 2006, an increase of $1,835,169 or 34%. The Company
        sold 177,628 discounted show tickets during the three months ended September
        30,
        2007, as compared to 153,813 discounted show tickets during the three months
        ended September 30, 2006, an increase of 23,815 tickets or 15%. Revenues
        increased in 2007 as compared to 2006 as a result of increased customer demand
        for tickets, and new sources of revenue, including discount golf, and dinner
        reservations. The Company also offers premium tickets through its AnyEvent
        subsidiary. Premium tickets sales for the three months ended September 30,
        2007,
        were $1,895,896. Due to the acquisition of Any Event in March 2007, there
        was no
        comparable revenue for the nine months ended September 30, 2006.
 
 Further,
        as a result of our acquisition of “EM” on August 8, 2007 we had retail sales
        revenues of $2,345,779 for this two month period that we operated Exhibit
        Merchandising. Due to the acquisition of EM in August 2007, there was no
        comparable revenue for the three months ended September 30, 2006.
 
 Our
        expectation is that Exhibit Merchandising will be a significant contributor
        to
        our future revenue growth. The Company expects discount ticket show revenues
        to
        continue to be a significant part of our business going forward and that
        revenues to increase in dollar terms in future periods as a result of the
        opening of our fifth leased ticket outlet. The Company expects premium ticket
        revenues to increase in future periods, as it gains increased visibility
        through
        its alliances with entertainment management groups.
 
 
 Revenues
        by category for the three months ended September 30, 2007 were as
        follows:
 
 32
 Discounted
                  show tickets
              
              $
              1,303,000Discounted
                  golf reservations
              
              
              56,000Premium
                  event tickets
              
              
              1,896,000Dinner
                  reservations
              
              
              101,000Exhibit
                  Merchandising
              
              
              2,346,000$
              5,702,000
 
 Direct
        Costs of Revenues. Direct costs of revenues were $4,494,197 for the three
        months
        ended September 30, 2007, as compared to $564,925 for the three months ended
        September 30, 2006, an increase of $3,929,272 or 696%. Direct costs of revenues
        were 79% of revenues in 2007, as compared to 39% of revenues in 2006, primarily
        as a result of increased costs associated with premium event tickets and
        exhibit
        merchandising. Direct costs of revenue consist of the cost of tickets associated
        with premium event tickets, rents at our locations, and employee costs related
        to the Company’s ticketing and merchandising operations.
 
 Selling
        and Marketing Expenses. Selling and marketing expenses were $808,771 for
        the
        three months ended September 30, 2007, as compared to $162,080 for the three
        months ended September 30, 2006, an increase of $646,691 or 399%. Selling
        and
        marketing expenses decreased to 4% of revenues for the three months ended
        September 30, 2007, as compared to 8% of revenues for the three months ended
        September 30, 2006, as a result of increased revenues associated with premium
        event tickets and exhibit merchandising. Selling and marketing expenses
        increased in 2007 as compared to 2006 on an absolute basis as a result of
        efforts by the Company to increase the exposure of its business activities
        in
        the marketplace through additional magazine and internet
        advertising.
 
 Included
        in selling and marketing expenses is depreciation and amortization for the
        three
        months ended September 30, 2007 and 2006 of $120,139 and $39,735, respectively.
        The increase in depreciation and amortization in 2007 as compared to 2006
        is
        primarily the result of an increase in property and equipment acquired to
        support the Company’s Las Vegas operations and the amortization of marketing
        related intangible assets acquired in conjunction with the acquisitions of
        Stand-By Golf Las Vegas and Any Event.
 
 Selling
        and marketing expenses include advertising and promotional costs related
        to the
        Company’s business activities. The Company expects selling and marketing
        expenses to increase significantly in future periods as a result of the Company
        increasing its efforts to advertise and promote its dinner and golf reservation
        operations and to expand the sales of tickets through Any Event.
 
 General
        and Administrative Expenses. General and administrative expenses were $8,943,570
        for the three months ended September 30, 2007, as compared to $1,221,108
        for the
        three months ended September 30, 2006, an increase of $7,722,462 or 633%,
        primarily as a result of increases in stock-based compensation, consulting
        fees,
        merchant fees and corporate staffing costs. Included in general and
        administrative expenses were non-cash stock-based consulting and advisory
        fees
        and compensation costs of $8,008,067 for the three months ended September
        30,
        2007 (including $1,139,896 to officers and directors), as compared to $771,613
        for the three months ended September 30, 2006 (including $468,717 to officers
        and directors).
  General
        and administrative expenses for the three months ended September 30, 2007
        included consulting fees aggregating $6,360,000 relating to business development
        consulting agreements entered into during the period, consisting of the fair
        value of stock-based consideration (warrants and common stock). Since all
        of the
        consideration paid was non-refundable and deemed fully earned or fully vested,
        as applicable, upon execution of the agreements, the full amount of the
        consideration paid under such agreements was charged to operations during
        the
        three months ended September 30, 2007. The Company expects to receive benefit
        from these agreements in future periods, although the timing and amount is
        uncertain and cannot be predicted.
  33
 Other
        significant components of general and administrative expenses consist of
        corporate personnel and personnel-related costs, insurance, legal and accounting
        fees, consulting and advisory fees, merchant fees and corporate occupancy
        costs.
        In addition, during the three and nine month periods ended September 30,
        2007
        the Company has also incurred costs related to
 
 Income
        (Loss) from Operations. As a result of the aforementioned factors, the loss
        from
        operations was $8,544,897 for the three months ended September 30, 2007,
        as
        compared to income from operations of $513,880 for the three months ended
        September 30, 2006.
 
 Gain
        on
        Settlement with Lender. On September 13, 2006, the Company repaid in full
        its
        obligation to Finova/Steambioat of $1,180,493 (including accrued interest
        of
        $297,632), by making a final cash payment of $101, 697. As a result, the
        Company
        recognized a non-cash gain on settlement of debt of $1,078,796 during the
        three
        months ended September 30, 2006. No similar transaction occurred in the three
        months ended September 30, 2007.
 
 Interest
        Income. Interest income was $60,270 for the three months ended September
        30,
        2007 as compared to $7,039 for the three months ended September 30, 2006,
        as a
        result of higher average cash balances in 2007 as compared to 2006.
 
 Other
        Income. Other income was $27,342 for the three months ended September 30,
        2007,
        as compared to no earned other income for the three months ended September
        30,
        2006.
 
 Interest
        Expense. Interest expense was $53, 048 for the three months ended September
        30,
        2007, as compared to $80,253 for the three months ended September 30, 2006,
        a
        decrease of $27,205, primarily as a result of the repayment of debentures
        and
        notes payable in 2006.
 
 Net
        Income (Loss). As a result of the aforementioned factors, net loss was
        $8,510,333for the three months ended September 30, 2007, as compared to net
        income of $433,702 for the three months ended September 30, 2006.
 
 Results
        of Operations - Nine Months Ended September 30, 2007 and 2006:
 
 Revenues.
        The Company earns fee revenues from the sales of discounted tickets from
        purchasers of the tickets and commissions from the entertainment supplier,
        as
        well as revenues from the sale of premium tickets to sporting and other
        entertainment events. The Company, through its discounted ticket venues also
        offers discount dinner reservations and golf tee times. Additionally, with
        the
        acquisition of Exhibit Merchandising, LLC “EM” the Company also earns revenues
        from the management of retail outlets associated with the sale of merchandise
        related to traveling exhibits, such as “Tutankhamun and The Golden Age of the
        Pharaohs.” Total revenues were $12,160,536 for the nine months ended September
        30, 2007, as compared to $3,762,450 for the nine months ended September 30,
        2006, an increase of $8,398,086 or 223%. The Company earned on its discount
        ticket activities a total of $5,463,322 and $3,762,450 for the nine months
        ended
        September 30, 2007 and 2006 respectively. This represents an increase of
        45% in
        discount ticket revenues. Commissions and fees were earned on the gross sales
        value of discounted show tickets sold to customers of $20,413,664 for the
        nine
        months ended September 30, 2007, as compared to $13,461,543 for the nine
        months
        ended September 30, 2006, an increase of $6,952,121 or 52%. The Company sold
        488,636 discounted show tickets during the nine months ended September 30,
        2007,
        as compared to 410,409 discounted show tickets during the nine months ended
        September 30, 2006, an increase of 78,227 tickets or 19%. Revenues increased
        in
        2007 as compared to 2006 as a result of several factors, including higher
        quality show tickets, increased customer demand for tickets, and new sources
        of
        revenue, including discount golf, dinner reservations. The Company also offers
        premium tickets through its AnyEvent subsidiary. Premium tickets sales for
        the
        nine months ended September 30, 2007, were $4,351,435. Due to the acquisition
        of
        Any Event in March 2007, there was no comparable revenue for the nine months
        ended September 30, 2006.
 
 34
 Further,
        as a result of our acquisition of “EM” on August 8, 2007 we had retail sales
        revenues of $2,345,779 for this two month period that we operated Exhibit
        Merchandising. Due to the acquisition of EM in August 2007, there was no
        comparable revenue for the nine months ended September 30, 2006.
 
 Our
        expectation is that Exhibit Merchandising will be a significant contributor
        to
        our future revenues. The Company expects discount ticket show revenues to
        continue to be a significant part of our business going forward and that
        revenues to increase in dollar terms in future periods as a result of the
        opening of our fifth leased ticket outlet. The Company expects premium ticket
        revenues to increase in future periods, as it gains increased visibility
        through
        its alliances with entertainment management groups.
 
 Revenues
        by category for the nine months ended September 30, 2007 were as
        follows:
 
 Discounted
                  show tickets
              
              $
              5,136,793Discounted
                  golf reservations
              
              
              133,020Premium
                  event tickets
              
              
              4,351,435Dinner
                  reservations
              
              
              193,509Exhibit
                  merchandising
              
              
              2,345,779$
              12,160,536
  Direct
        Costs of Revenues. Direct costs of revenues were $8,118,422 for the nine
        months
        ended September 30, 2007, as compared to $1,518,308 for the nine months ended
        September 30, 2006, an increase of $6,600,114 or 435%. Direct costs of revenues
        increased to 67 % of revenues in 2007, as compared to 40 % of revenues in
        2006,
        primarily as a result of increased costs associated with premium event tickets
        and lower margins associated with Exhibit Merchandising. Direct costs of
        revenue
        consist of the cost of tickets associated with premium event tickets, rents
        at
        our locations, and employee costs related to the Company’s ticketing and
        merchandising operations.
 
 Selling
        and Marketing Expenses. Selling and marketing expenses were $1,369,751 for
        the
        nine months ended September 30, 2007, as compared to $436,330 for the nine
        months ended September 30, 2006, an increase of $933,421 or 83%. Selling
        and
        marketing expenses decreased to 7% of revenues for the nine months ended
        September 30, 2007, as compared to 12% of revenues for the nine months ended
        September 30, 2006, as a result of increased revenues associated with premium
        event tickets and Exhibit Merchandising. Selling and marketing expense increased
        in 2007 as compared to 2006 on an absolute basis as a result of efforts by
        the
        Company to increase the exposure of its business activities in the marketplace
        through additional magazine and internet advertising.
 
 Included
        in selling and marketing expenses is depreciation and amortization for the
        nine
        months ended September 30, 2007 and 2006 of $756,266 and $77,905, respectively.
        The increase in depreciation and amortization in 2007 as compared to 2006
        is
        primarily the result of an increase in property and equipment acquired to
        support the Company’s Las Vegas operations and the amortization of marketing
        related intangible assets acquired in conjunction with the acquisitions of
        Stand-By Golf Las Vegas and Any Event.
 
 Selling
        and marketing expenses include advertising and promotional costs related
        to the
        Company’s business activities. The Company expects selling and marketing
        expenses to increase significantly in future periods as a result of the Company
        increasing its efforts to advertise and promote its dinner and golf reservation
        operations and to expand the sales of tickets through Any Event.
 
 General
        and Administrative Expenses. General and administrative expenses were
        $17,653,717 for the nine months ended September 30, 2007, as compared to
        $2,341,016 for the nine months ended September 30, 2006, an increase of
        $15,312,70 1 or 679%, primarily as a result of increases in stock-based
        compensation, consulting fees, merchant fees and corporate staffing costs.
        Included in general and administrative expenses were non-cash stock-based
        consulting and advisory fees and compensation costs of $13,126,408 for the
        nine
        months ended September 30, 2007 (including $2,454,625 to officers, directors,
        and employees), as compared to $1,015,844 for the nine months ended September
        30, 2006, of which $610,648 to officers and directors.
  35
 General
        and administrative expenses for the nine months ended September 30, 2007
        included consulting fees aggregating $12,804,167 relating to business
        development consulting agreements entered into during the period, consisting
        of
        the fair value of stock-based consideration (warrants and common stock) of
        $11,137,500 and cash fees of $1,666,667. Since all of the consideration paid
        was
        non-refundable and deemed fully earned or fully vested, as applicable, upon
        execution of the agreements, the full amount of the consideration paid under
        such agreements was charged to operations during the nine months ended September
        30, 2007. The Company expects to receive benefit from these agreements in
        future
        periods, although the timing and amount is uncertain and cannot be predicted.
  Other
        significant components of general and administrative expenses consist of
        corporate personnel and personnel-related costs, insurance, legal and accounting
        fees, consulting and advisory fees, merchant fees and corporate occupancy
        costs.
 
 Merger
        Integration Cost Related to Any Event. Effective March 14, 2007, the Company
        engaged Timothy Bordonaro, the former president of the immediate predecessor
        to
        Any Event, as a consultant for a period of 90 days to assist the Company
        to
        integrate and transition the business and assets purchased from Any Event.
        As
        consideration for Mr. Bordonaro’s services, the Company paid Mr. Bordonaro
        $150,000 in cash and issued him 25,000 shares of restricted common stock
        valued
        at $4.00 per share (aggregate value $100,000), which approximated market
        value
        on the date of issuance. The aggregate value of such consideration of $250,000
        was charged to operations as merger integration cost during the six months
        ended
        September 30, 2007.
 
 Loss
        from
        Operations. As a result of the aforementioned factors, the loss from operations
        was $15,231,354 for the nine months ended September 30, 2007, as compared
        to a
        loss from operations of $533,204 for the nine months ended September 30,
        2006.
 
 Interest
        Income. Interest income was $72,183 for the nine months ended September 30,
        2007, as compared to $7,574 for the nine months ended September 30, 2006,
        as a
        result of higher average cash balances in 2007 as compared to 2006.
 
 Other
        Income. Other income was $31,525 for the nine months ended September 30,
        2007,
        as compared to $37,300 for the nine months ended September 30, 2006. Other
        income for the nine months ended September 30, 2006 consisted primarily of
        an
        accrued liability originally recorded at December 31, 2005 with respect to
        a
        potential claim from a supplier which was reversed at September 30,
        2006.
 
 Interest
        Expense. Interest expense was $99,062 for the nine months ended September
        30,
        2007, as compared to $322,480 for the nine months ended September 30, 2006,
        a
        decrease of $223,418, primarily as a result of the repayment of debentures
        and
        notes payable in 2006.
 
 Net
        Loss.
        As a result of the aforementioned factors, net loss was $15,226,709 for the
        nine
        months ended September 30, 2007, as compared to a net income of $215,327
        for the
        nine months ended September 30, 2006.
 
 Liquidity
        and Capital Resources - September 30, 2007:
 
 During
        the last few years, the Company has relied on the proceeds from the sale
        of its
        debt and equity securities, capital leases, and loans from both unrelated
        and
        related parties to provide the resources necessary to fund and operate its
        business activities.
 
 36
 During
        the year ended December 31, 2006, the Company’s operations experienced
        consistent growth, which trends continued during the nine months ended September
        30, 2007. Based on the Company’s operating trends and its current cash
        resources, both internal and external, the Company believes that it has
        sufficient working capital resources to fund its cash requirements for the
        foreseeable future. During 2007, as described below, the Company has raised
        significant amount of equity capital from both related and unrelated parties
        to
        support the growth of its existing operations and to fund the acquisition
        of new
        business opportunities, as follows:
 
 Effective
        March 14, 2007, the Company entered into an Asset Purchase Agreement (the
        “Agreement”) with John’s Tickets, LLC, an Ohio limited liability company dba Any
        Event Tickets (“Any Event”). Any Event is a national event ticket broker located
        in Las Vegas, Nevada that sells tickets for sporting events, concerts, tours
        and
        theater. Pursuant to the Agreement, the Company purchased the domain name
        “http://anyevent.com”, the contents of the website “http://anyevent.com”, the
        inventory of sporting events, concerts and tours, and theatre tickets
        outstanding as of the date of the Agreement, the phone number 1-800-ANYEVENT,
        and all existing contracts by and between Any Event and other existing box
        offices, theatres and brokers, pursuant to which Any Event acquires its ticket
        inventory. In consideration for the assets purchased under the Agreement,
        the
        Company paid $300,000 in cash and issued 137,500 shares of restricted common
        stock valued at $4.00 per share (aggregate value $550,000), which approximated
        market value on the date of issuance, for total purchase consideration of
        $850,000. Additionally, the Company paid $96,324 for the actual costs of
        the
        ticket inventory based on a post-closing audit.
 
 On
        August
        7, 2007, the Company entered into an Asset Purchase Agreement (the “Asset
        Purchase Agreement”) with Exhibit Merchandising LLC, an Ohio limited liability
        company (“EM”), and the members of EM (the “Members”), pursuant to which the
        Company agreed to purchase substantially all of the assets of EM (the “Purchase
        Assets”). The purchase price for the assets was $11.5 million in cash and
        5,000,000 restricted shares of the Company’s Common Stock with a market value of
        $30.5 million. The Company also agreed to assume certain liabilities of
        EM.
 
 Operating
        Activities. Operating activities utilized cash of $2,308,525 during the nine
        months ended September 30, 2007, as compared to providing cash of $512,244
        during the nine months ended September 30, 2006, cash utilized to support
        increases in accounts receivable, inventory and prepaid expenses, and to
        reduce
        accounts payable and accrued expenses. At September 30, 2007, the Company
        had
        cash of $5,102,444 as compared to cash of $1,943,532 at December 31, 2006.
 
 The
        Company had working capital of $8,329,677 at September 30, 2007, as compared
        to
        working capital of $44,547 at December 31, 2006.
 
 Investing
        Activities. For the nine months ended September 30, 2007, investing activities
        utilized net cash of $12,279,307, consisting of the purchases of property
        and
        equipment of $441,624, the purchase of ticket inventory from Any Event of
        $96,324, the acquisition of Any Event of $300,000 and the acquisition of
        Exhibit
        Merchandising for $11,441,353. For the nine months ended September 30, 2006,
        investing activities utilized cash of $59,521 for the purchases of property
        and
        equipment.
 
 Financing
        Activities. For the nine months ended September 30, 2007, financing activities
        provided net cash of $17,946,738 consisting of the net proceeds from common
        stock subscriptions of $17,784,076 (as described below), and proceeds from
        exercise of options and warrants of $203,301, reduced by payments on capital
        lease obligations of $40,639. For the nine months ended September 30, 2006,
        financing activities provided net cash of $460,053, consisting of the net
        proceeds from sale of common stock and warrants of $1,158,726 and net proceeds
        from exercise of options and warrants of $40,000, reduced by the payments
        on
        notes payable of $128,759, payments on capital lease obligations of $64,914,
        and
        principal payments on convertible debentures of $505,000.
 
 On
        April
        24, 2007, the Company borrowed $2,000,000 from Joseph Marsh, a stockholder
        of
        the Company, pursuant to an unsecured short-term note, with interest at 8%,
        per
        annum payable monthly. The note was due on or before April 1, 2008. During
        the
        term of the loan, Mr. Marsh had the right to convert the loan into an investment
        in any subsequent private placement that the Company may conduct. On September
        29, 2007 the Company repaid the loan in full. During the term of the loan
        the
        Company paid $76,000 in interest and penalties.
 
 37
 On
        September 24, 2007, the Company completed closing of a private investment
        in
        public equity financing. At the closing, the Company sold to institutional
        and
        accredited investors 3,744,000 shares of its common stock for a price of
        $4.75
        per share, or an aggregate of approximately $17.8 million. In addition the
        Company also issued to the investors two-year warrants to purchase 1,870,000
        shares of common stock at an exercise price of $5.50 per share. In conjunction
        with this offering the Company paid fees of $75,000 and issued a total of
        147,000 shares of its common stock to placement agents in connection with
        the
        financing. The offer and sale of the shares sold were not registered under
        the
        Securities Act of 1933 in reliance upon the exemption from registration
        contained in Section 4(2) of the Securities Act and Regulation D
        promulgated thereunder. The shares sold in this offering may not be reoffered
        or
        sold in the United States by the holders in the absence of an effective
        registration statement, or exemption from the registration requirements,
        under
        the Securities Act.
 
 Principal
        Commitments:
 
 At
        September 30, 2007, the Company did not have any material commitments for
        capital expenditures.
 
 The
        Company’s principal commitments for the next five fiscal year periods consisted
        of contractual commitments as summarized below. The information shown below
        does
        not include the acquisition of Exhibit Merchandising LLC on August 8, 2007.
  Payments
                  Due by Years Ending December 31,Contractual
                  cash obligations
              
              Total
              
              2007
              
              2008
              
              2009
              
              2010
              
              2011and
                  after(three
                  Months)Employment
                  agreements (1)
              
              $
              637,843
              
              $
              94,250
              
              $
              396,800
              
              $
              133,460
              
              $
              13,333
              
              $
              —Capital
                  lease obligations
              
              
              153,576
              
              
              11,463
              
              
              43,202
              
              
              44,702
              
              
              54,209
              
              
              —Operating
                  lease obligations
              
              
              7,695,181
              
              
              419,995
              
              
              1,973,614
              
              
              1,892,070
              
              
              1,488,260
              
              
              1,921,242Interest
                  on capital lease obligations
              
              
              35,938
              
              
              5,038
              
              
              16,623
              
              
              10,545
              
              
              3,732
              
              
              —Total
                  contractual cash obligations
              
              $
              8,522,538
              
              $
              530,746
              
              $
              2,430,239
              
              $
              2,080,777
              
              $
              1,559,534
              
              $
              1,921,242
  
 (1)
              Base
                  compensation only; does not include any performance bonuses or
                  earn-outs.
  
 Off-Balance
        Sheet Arrangements:
 
 At
        September 30, 2007, the Company did not have any transactions, obligations
        or
        relationships that could be considered off-balance sheet
        arrangements.
 
  ITEM
        3.
        CONTROLS AND PROCEDURES
 
 38
 (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 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 the Company's disclosure controls and procedures are
        effective to ensure that information required to be disclosed in the reports
        the
        Company files and submits under the Securities Exchange Act of 1934 is recorded,
        processed, summarized and reported within the time periods specified in the
        Securities and Exchange Commission's rules and forms.
 
 (b)
        Changes in Internal Control Over Financial Reporting
 
 There
        were no changes in the Company's internal control over financial reporting
        or in
        other factors that materially affected, or are reasonably likely to materially
        affect, those controls subsequent to the date of the Company’s most recent
        evaluation..
 
 PART
        II.
        OTHER INFORMATION
  ITEM
        1.
        LEGAL PROCEEDINGS
 
 The
        Company is periodically subject to various pending and threatened legal actions
        that arise in the normal course of business.  The Company’s management
        believes that the impact of any such litigation will not have a material
        adverse
        impact on the Company’s financial position or results of
        operations.
  ITEM
        2.
        UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
 On
        May 5,
        2007, the Company granted to a consultant a warrant to purchase 1,000,000
        shares
        of common stock exercisable at $5.35 per share for a period of three years,
        which was fully vested at issuance. The fair value of such warrant of
        $3,440,000, as calculated pursuant to the Black-Scholes option-pricing model,
        was charged to operations as general and administrative expense during the
        three
        months ended June 30, 2007
 
 On
        June
        7, 2007, the Company granted to Andy Pells, a director of the Company, an
        option
        to purchase 10,000 shares of common stock exercisable at $4.60 per share
        for a
        period of five years, which was fully vested at issuance. The fair value
        of such
        option of $45,300, as calculated pursuant to the Black-Scholes option-pricing
        model, was charged to operations as general and administrative expense during
        the three months ended June 30, 2007.
 
 During
        the three months ended June 30, 2007, the Company issued 287,500 shares of
        common stock to outside consultants valued at prices ranging from $3.75 per
        share to $5.70 per share, with an aggregate market value of $1,545,624. The
        shares were recorded at their fair market value, which was determined based
        on
        the closing market price of the common stock at the date of the respective
        agreement, and which was charged to operations as general and administrative
        expense during the three months ended June 30, 2007. Included in the issuance
        of
        these shares are agreements with two consultants to provide strategic advisory
        services to the Company over a two-year period, which provide for each
        consultant to receive 150,000 shares of common stock vesting monthly over
        the
        term of the respective agreements. During the three months ended June 30,
        2007,
        37,500 shares of common stock had vested and were recorded at their approximate
        fair market value, as adjusted monthly, of $161,876, and were charged to
        operations as general and administrative expense.
 
 39
 The
        shares of common stock, stock options and warrants issued to directors and
        consultants were issued without registration pursuant to an exemption provided
        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.
 
 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.
  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)Date:
                  November 19, 2007
              By:
              /s/
                  MITCH FRANCISMitch
                  FrancisChief
                  Executive Officer and
                Chief
                  Financial Officer
                (Duly
                  Authorized Officer and
                Principal
                  Financial Officer)
  40
  INDEX
        TO
        EXHIBITS
  Exhibit
                  Number
              
              Description
                  of Document3.1
              
              Certificate
                  of Incorporation, as filed with the State of Delaware on April
                  6, 1993
                  (1)3.2
              
              Certificate
                  of Amendment to Certificate of Incorporation of Cinema Ride, Inc.,
                  as
                  filed with the State of Delaware on August 31, 1993 (1)3.3
              
              Certificate
                  of Amendment to Certificate of Incorporation of Cinema Ride, Inc.,
                  as
                  filed with the State of Delaware on September 16, 1996 (1)3.4
              
              Fourth
                  Amendment to Certificate of Incorporation of Cinema Ride, Inc.,
                  as filed
                  with the State of Delaware, effective March 3, 2005 (2)3.5
              
              Bylaws
                  of the Company (1)10.32
              
              Asset
                  Purchase Agreement between Tix Corporation and John’s Tickets, LLC, dba
                  Any Event Tickets, effective March 14, 2007 (3)10.33
              
              Employment
                  Agreement between Tix Corporation and John Pirample effective March
                  14,
                  2007 (3)10.34
              
              Consulting
                  Agreement between Tix Corporation and Timothy Bordonaro effective
                  March
                  14, 2007 (3)10.35
              
              Consulting
                  Agreement between Tix Corporation and Centaurus One, LLC effective
                  April
                  23, 2007 (4)10.36
              
              Amendment
                  to Consulting Agreement between Tix Corporation and Centaurus One,
                  LLC
                  dated May 3, 2007 (4)10.37
              
              Consulting
                  Agreement between Tix Corporation and Sammy’s Tickets, Inc. effective
                  April 1, 2007 (4)10.38
              
              Consulting
                  Agreement between Tix Corporation and ARD Partners, LLC effective
                  July 5,
                  2007 (4)10.39
              
              Promissory
                  Note issued by Tix Corporation to Joe Marsh dated April 24, 2007
                  (4)10.40
              
              Sub-lease
                  from of ticket outlet facility from Caribbean International Sales
                  Corp.,
                  Inc. dated September 7, 2007.10.41
              
              Employment
                  Agreement between Tix Coroporation and Kimberly Simon effective
                  September
                  27, 2007.31.1
              
              Officer’s
                  Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
                  of 2002
                  (4)31.2
              
              Officer’s
                  Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
                  of 2002
                  (4)32
              
              Officer’s
                  Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
                  of 2002
                  (4)
 
 (1)
        Previously filed as an Exhibit to the Company’s Registration Statement on Form
        S-3, as filed with the Securities and Exchange Commission on June 16, 1997,
        and
        incorporated herein by reference.
  (2)
        Previously filed as an Exhibit to the Company’s Annual Report on Form 10-KSB for
        the fiscal year ended December 31, 2004, and incorporated herein by
        reference.
  (3)
        Previously filed as an Exhibit to the Company’s Current Report on Form 8-K filed
        March 20, 2007, and incorporated herein by reference.
  (4)
        Filed
        herewith.
  41