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 March 31,
                  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
      March 31, 2007, the Company had 19,178,763 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.




1





Special
      Note Regarding Forward-Looking Statements:





This
      Quarterly Report on Form 10-QSB for the quarterly period ended March 31, 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 March 31, 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 March 31, 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 March 31, 2007, whether as a result of new information, future
      events or otherwise.


2





Tix
      Corporation and Subsidiaries





Index


PART
                  I. FINANCIAL INFORMATIONItem
                  1. Financial StatementsCondensed
                  Consolidated Balance Sheets - March 31, 2007 (Unaudited) and December
                  31,
                  2006
              4Condensed
                  Consolidated Statements of Operations (Unaudited) - Three Months
                  Ended
                  March 31, 2007 and 2006
              6Condensed
                  Consolidated Statement of Stockholders’ Equity (Unaudited) - Three Months
                  Ended March 31, 2007
              7Condensed
                  Consolidated Statements of Cash Flows (Unaudited) - Three Months
                  Ended
                  March 31, 2007 and 2006
              8Notes
                  to Condensed Consolidated Financial Statements (Unaudited) - Three
                  Months
                  Ended March 31, 2007 and 2006
              10Item
                  2. Management’s Discussion and Analysis or Plan of
                  Operation
              22Item
                  3. Controls and Procedures
              29PART
                  II. OTHER INFORMATIONItem
                  1. Legal Proceedings
              30Item
                  2. Unregistered Sales of Equity Securities and Use of
                  Proceeds
              30Item
                  3. Defaults upon Senior Securities
              31Item
                  4. Submission of Matters to a Vote of Security Holders
              31Item
                  5. Other Information
              31Item
                  6. Exhibits
              31SIGNATURES
              32


3


Tix
                  Corporation and SubsidiariesCondensed
                  Consolidated Balance SheetsAssets
  March
                  31,
              
              December
                  31,2007
              
              2006(Unaudited)Current
                  assets:Cash
              
              $
              1,149,700
              
              $
              1,943,532Account
                  receivable
              
              
              211,006
              
              
              -Ticket
                  inventory
              
              
              1,076,432
              
              
              -Due
                  from seller of Any Event
              
              
              31,277
              
              
              -Prepaid
                  expenses and other current assets
              
              
              52,337
              
              
              39,547Total
                  current assets
              
              
              2,520,752
              
              
              1,983,079Property
                  and equipment:Office
                  equipment and furniture
              
              
              339,152
              
              
              221,083Equipment
                  under capital lease
              
              
              386,494
              
              
              386,494Leasehold
                  improvements
              
              
              260,913
              
              
              260,913986,559
              
              
              868,490Less
                  accumulated depreciation and amortization
              
              
              (415,147
              )
              
              (369,889
              )Total
                  property and equipment, net
              
              
              571,412
              
              
              498,601Other
                  assets:Intangible
                  assets:Customer
                  relationships, net
              
              
              597,472
              
              
              60,278Contract
                  commitments, net
              
              
              119,944
              
              
              23,333Marketing-related,
                  net
              
              
              73,958
              
              
              -Technology-based,
                  net
              
              
              98,612
              
              
              -Deposits
              
              
              72,316
              
              
              66,666Total
                  other assets
              
              
              962,302
              
              
              150,277$
              4,054,466
              
              $
              2,631,957
 
 (continued)
  4


Tix
      Corporation and Subsidiaries





Condensed
      Consolidated Balance Sheets (continued)





Liabilities
      and Stockholders’ Equity




March
                  31,
              
              December
                  31,2007
              
              2006(Unaudited)Current
                  liabilities:Accounts
                  payable and accrued liabilities
              
              $
              2,306,438
              
              $
              1,885,145Current
                  portion of capital lease obligations
              
              
              49,180
              
              
              53,387Deferred
                  ticket revenues
              
              
              339,357
              
              
              -Total
                  current liabilities
              
              
              2,694,975
              
              
              1,938,532Non-current
                  liabilities:Capital
                  lease obligations, less current portion
              
              
              131,725
              
              
              140,592Deferred
                  rent
              
              
              176,084
              
              
              174,779Total
                  non-current liabilities
              
              
              307,809
              
              
              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; 19,178,763
                    shares
                    and 18,440,305 shares issued and outstanding at
                    March 31, 2007 and December 31, 2006,
                    respectively
              
              
              1,534,302
              
              
              1,475,225Additional
                  paid-in capital
              
              
              15,412,178
              
              
              14,277,663Accumulated
                  deficit
              
              
              (15,894,798
              )
              
              (15,374,834
              )Total
                  stockholders’ equity
              
              
              1,051,682
              
              
              378,054$
              4,054,466
              
              $
              2,631,957










See
      accompanying notes to condensed consolidated financial
      statements.


5


Tix
      Corporation and Subsidiaries





Condensed
      Consolidated Statements of Operations (Unaudited)





Three
                    Months Ended March 31,2007
                
                2006Revenues
                
                $
                1,747,163
                
                $
                1,035,720Cost
                    of revenues
                
                
                714,449
                
                
                455,033Gross
                    profit
                
                
                1,032,714
                
                
                580,687Operating
                    costs and expenses:Selling
                    and marketing expenses
                
                
                255,407
                
                
                131,475General
                    and administrative expenses, including stock-based compensation
                    costs of
                    $395,093 in 2007
                    and $129,914 in 2006 (including $42,717 and$80,514
                    to officers and directors in 2007 and 2006,respectively)
                
                
                1,048,084
                
                
                563,234Merger
                      integration cost related to Any Event, includingstock-based
                      costs of $100,000
                
                
                250,000
                
                
                -Total
                    costs and expenses
                
                
                1,553,491
                
                
                694,709Loss
                    from operations
                
                
                (520,777
                )
                
                (114,022
                )Other
                    income (expense):Interest
                    income
                
                
                7,498
                
                
                -Other
                    income
                
                
                -
                
                
                6,667Interest
                    expense
                
                
                (6,685
                )
                
                (151,277
                )Other
                    income (expense), net
                
                
                813
                
                
                (144,610
                )Net
                    loss
                
                $
                (519,964
                )
                $
                (258,632
                )Net
                    loss per common share - basic and diluted
                
                $
                (0.03
                )
                $
                (0.02
                )Weighted
                    average common shares outstanding - basic and diluted
                
                
                18,705,939
                
                
                11,533,363







See
      accompanying notes to condensed consolidated financial statements.




6


Tix
      Corporation and Subsidiaries




Condensed
      Consolidated Statements of Stockholders’ Equity (Unaudited)




Three
      Months Ended March 31, 2007





Additional
                Paid-in
                Capital
              
              Accumulated
                Deficit
              
              Total
                Stockholder’s
                EquityCommon
                  stockShares
              
              AmountBalance,
                  January 1, 2007
              
              
              18,440,305
              
              $
              1,475,225
              
              $
              14,277,663
              
              $
              (15,374,834
              )
              $
              378,054Issuance
                  of common stock to consultants
              
              
              92,500
              
              
              7,400
              
              
              369,476
              
              
              -
              
              
              376,876Issuance
                  of common stock to officers
              
              
              54,167
              
              
              4,333
              
              
              7,583
              
              
              -
              
              
              11,916Issuance
                  of common stock uponexercise
                  of warrants and options
              
              
              454,291
              
              
              36,344
              
              
              112,156
              
              
              -
              
              
              148,500Issuance
                    of common stock for acquisition of
                    Any Event
              
              
              137,500
              
              
              11,000
              
              
              539,000
              
              
              -
              
              
              550,000Issuance
                    of warrants and options to director
              
              
              -
              
              
              -
              
              
              30,800
              
              
              -
              
              
              30,800Issuance
                    of warrants and options to employee
              
              
              -
              
              
              -
              
              
              75,500
              
              
              -
              
              
              75,500Net
                  loss for the period
              
              
              -
              
              
              -
              
              
              -
              
              
              (519,964
              )
              
              (519,964
              )Balance,
                  March 31, 2007
              
              
              19,178,763
              
              $
              1,534,302
              
              $
              15,412,178
              
              $
              (15,894,798
              )
              $
              1,051,682










See
      accompanying notes to condensed consolidated financial statements





7


Tix
      Corporation and Subsidiaries





Condensed
      Consolidated Statements of Cash Flows (Unaudited)





Three
                      Months Ended March 31,2007
                  
                  2006Cash
                      flows from operating activities:Net
                      loss
                  $
                  (519,964
                  )
                  $
                  (258,632
                  )Adjustments
                      to reconcile net loss to cash provided by (used in)operating
                      activities:Depreciation
                      and amortization
                  
                  45,258
                  
                  
                  38,170Amortization
                      of intangible assets
                  
                  18,625
                  
                  
                  -Common
                      stock, warrants and stock options issued for services
                  
                  388,792
                  
                  
                  108,900Amortization
                      of prepaid accounting fee
                  
                  -
                  
                  
                  8,758Fair
                      value of vested stock options and warrants
                  
                  106,300
                  
                  
                  -Amortization
                      of deferred compensation
                  
                  -
                  
                  
                  21,014Amortization
                      of deferred loan costs
                  
                  -
                  
                  
                  64,416Changes
                      in operating assets and liabilities, net of effect fromacquisition
                      of Any Event:(Increase)
                      decrease in:Accounts
                      receivable
                  
                  (211,006
                  )
                  
                  -Ticket
                      inventory
                  
                  (980,108
                  )
                  
                  -Due
                      from seller of Any Event Tickets
                  
                  (31,277
                  )
                  
                  -Prepaid
                      expenses and other current assets
                  
                  (12,790
                  )
                  
                  5,071Deposits
                  
                  (5,650
                  )
                  
                  9,583Increase
                      (decrease) in:Accounts
                      payable and accrued expenses
                  
                  421,294
                  
                  
                  425,481Deferred
                      revenue
                  
                  339,357
                  
                  
                  -Deferred
                      rent
                  
                  1,305
                  
                  
                  24,694Net
                      cash provided by (used in) operating activities
                  
                  (439,865
                  )
                  
                  447,455Cash
                      flows from investing activities:Purchases
                      of property and equipment
                  
                  (93,069
                  )
                  
                  (6,229
                  )Purchase
                      of ticket inventory from Any Event
                  
                  (96,324
                  )
                  
                  -Acquisition
                      of Any Event
                  
                  (300,000
                  )
                  
                  -Net
                      cash used in investing activities
                  
                  (489,393
                  )
                  
                  (6,229
                  )Cash
                      flows from financing activities:Payments
                      on notes payable
                  
                  -
                  
                  
                  (9,802
                  )Payments
                      on capital lease obligations
                  
                  (13,074
                  )
                  
                  (23,010
                  )Payments
                      on convertible debentures
                  
                  -
                  
                  
                  (168,333
                  )Net
                      proceeds from exercise of options and warrants
                  
                  148,500
                  
                  
                  -Net
                      cash provided by (used in) financing activities
                  
                  135,426
                  
                  
                  (201,145
                  )Cash:Net
                      increase (decrease)
                  
                  (793,832
                  )
                  
                  240,081Balance
                      at beginning of period
                  
                  1,943,532
                  
                  
                  315,763Balance
                      at end of period
                  $
                  1,149,700
                  
                  $
                  555,844





(continued)





8





Tix
      Corporation and Subsidiaries





Condensed
      Consolidated Statements of Cash Flows (Unaudited) (continued)








Three
                  Months Ended March 31,2007
              
              2006Supplemental
                  disclosures of cash flow information:Cash
                  paid for -Income
                  taxes
              
              $
              -
              
              $
              -Interest
              
              $
              6,685
              
              $
              53,445Non-cash
                  investing and financing activities:Issuance
                  of common stock for accounts payable
              
              $
              -
              
              $
              74,143Issuance
                    of common stock upon conversion of convertible
                    debenture
              
              
              -
              
              
              25,000Issuance
                  of common stock valued at $550,000 in conjunction
                  with acquisition of Any Event, allocated to fixed assets and intangible
                  assets
              
              
              550,000
              
              
              -





See
      accompanying notes to condensed consolidated financial statements.





9


Tix
      Corporation and Subsidiaries





Notes
      to
      Condensed Consolidated Financial Statements





Three
      Months Ended March 31, 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 March 31, 2007, the results of operations for the three months ended March
      31, 2007 and 2006, and the cash flows for the three months ended March 31,
      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 ended March 31, 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 60 Las Vegas shows, out of a total of approximately 80 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 usually many more
      tickets available each day than are sold, although it is not uncommon for
      Tix4Tonight to sell-out its supply of tickets for individual shows. The shows
      are paid 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.





The
      Company conducts the operations of Tix4Tonight 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. The Company
      also
      maintains administrative offices for Tix4Tonight in Las Vegas, Nevada.





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.


10





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 new 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 ticket broker with
      operations in Cleveland, Ohio and Las Vegas, Nevada (see Note 3). 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 has opened a second branch of Any Event
      in
      its offices in Las Vegas, Nevada.





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's commissions are calculated based on the face value
      of
      the show tickets sold. The Company’s transaction fees are charged on a
      per-ticket basis. Beginning in December 2006, the Company began charging credit
      card customers an additional one dollar per ticket to offset the additional
      costs of processing credit cards. 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. At this time, the
      Company 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. Tee-times are generally sold the day before
      or the day of the tee-time, however, 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.




Any
      Event
      recognizes as revenue the gross amount from the sale of tickets that it owned.
      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.





During
      the three months ended March 31, 2007, one hotel’s shows accounted for 13.6% of
      revenues. During the three months ended March 31, 2006, two hotel showrooms
      accounted for 11.7% and 10.2% of revenues, respectively.





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. Accordingly, with respect to the acquisitions
      of
      Stand-By Golf Las Vegas (see Note 4) and Any Event (see Note 3), all of acquired
      intangible assets are being amortized over a period of three years, except
      for
      $100,000 of contract-based intangible assets allocated to the right to purchase
      season tickets recognized in conjunction with the acquisition of Any Event,
      which has an indefinite life and is reviewed for impairment periodically. Asset
      allocations and amortization periods with respect to these transactions were
      determined by an independent valuation firm. A summary of intangible assets
      is
      presented at Note 5.


11





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.





There
      was
      no impairment of long-lived assets during the three months ended March 31,
      2007
      or 2006.





Depreciation
      and amortization is included in selling and marketing expenses.





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
      $38,170 for the three months ended March 31, 2006, which has been reclassified
      to 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:





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 ended March 31, 2007 and 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 ended March 31, 2007 and 2006. At March 31, 2007,
      potentially dilutive securities consisted of outstanding warrants and stock
      options to acquire an aggregate of 2,831,500 shares. At March 31, 2006,
      potentially dilutive securities consisted of outstanding warrants and stock
      options to acquire an aggregate of 2,225,684 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.


12


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.





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 March 31, 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 carryforwards for U.S. federal
      and state tax purposes that have attributes from closed periods. Since these
      net
      operating loss and tax credit carryforwards 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 March 31, 2007, the Company has no accrued interest
      or penalties related to uncertain tax positions.





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.


13





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.





3.
      Acquisition of Any Event





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 with
      operations in Las Vegas, Nevada and Cleveland, Ohio, and has been in the
      business of selling tickets for sporting events, concerts, tours and theatre
      since 1987. 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
      will receive 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 on a cumulative basis.





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:


14





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 three months ended March 31, 2007.





4.
      Acquisition of Stand-By Golf Las Vegas





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 issued shares of restricted
      common stock to the sellers, with a value at the close of trading on the date
      of
      closing in the amount 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.





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 shall 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. Such stock shall 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. Such stock shall 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. Such stock shall 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.


15


As
      of
      March 31, 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




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.





5.
      Intangible Assets





The
      following table summarizes the Company’s identifiable intangible assets at March
      31, 2007 and December 31, 2006, all of which recorded in conjunction with the
      acquisitions of Stand-By Golf in December 2006 and Any Event in March 2007.





Balance,
              December
                31,
              2006
            
            Additions
            
            Amount
              Charged
                to
              Amortization
                Expense
            
            Balance,
              March
                31,
                2007Customer
                relationships
            
            $
            60,278
            
            $
            550,000
            
            $
            (12,806
            )
            $
            597,472Contract
                commitments
            
            
            23,333
            
            
            100,000
            
            
            (3,389
            )
            
            119,944Marketing
                related
            
            
            -
            
            
            75,000
            
            
            (1,042
            )
            
            73,958Technology
                based
            
            
            -
            
            
            100,000
            
            
            (1,388
            )
            
            98,612Total
            
            $
            83,611
            
            $
            825,000
            
            $
            (18,625
            )
            $
            889,986





Total
      amortization expense related to intangible assets for the three months ended
      March 31, 2007 was $18,625. Total estimated amortization expense with respect
      to
      intangible assets for the remainder of 2007 though 2010 is as
      follows:




Years
                Ending December 31,2007
                (nine months)
            
            $
            201,3612008
            
            
            270,3342009
            
            
            269,6672010
            
            
            48,624Total
            
            $
            789,986





All
      of
      such intangible assets are being amortized over a period of three years, except
      for $100,000 of contract-based intangible assets allocated to the right to
      purchase season tickets recognized in conjunction with the acquisition of Any
      Event (see Note 3), which has an indefinite life and is reviewed for impairment
      periodically.





6.
      Equity-Based Transactions


16





Three
      Months Ended March 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., whereby the Company agreed to honor the
      $25,000 conversion notice previously submitted by Advantage, issue such
      conversion shares and reduce the balance on the 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 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 three months ended March 31, 2006.





During
      the three months ended March 31, 2006, the Company issued 185,972 shares of
      common stock to officers and employees valued at $40,914 as
      follows:





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 three months ended March 31, 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. At March 31, 2006, 2,083 shares of common stock had vested and were
      recorded at their approximate fair market value of $458, which was charged
      to
      operations as general and administrative expense during the three months ended
      March 31, 2006.





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. At March 31, 2006, 13,889 shares of common stock had vested and were
      recorded at their approximate fair market value of $3,056, which was charged
      to
      operations as general and administrative expense during the three months ended
      March 31, 2006.





On
      March
      13, 2006, the Company issued a total of 120,000 shares of common stock to its
      non-officer employees 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 three months ended March 31, 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 three months ended
      March 31, 2006.





Three
      Months Ended March 31, 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
      e igible
      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.


17


During
      the three months ended March 31, 2007, the Company issued 92,500 shares of
      common stock to outside consultants valued at prices ranging from $3.75 per
      share to $5.10 per share, with an aggregate market value of $376,876. 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 March 31, 2007. Included in the issuance
      of these shares are 25,000 shares issued to Timothy Bordonaro valued at $100,000
      (see Note 3) 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 ended March 31,
      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 during the three months ended
      March 31, 2007.





During
      the three months ended March 31, 2007, the Company issued 54,167 shares of
      common stock to officers valued at $11,916 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. For the three months ended March 31, 2007, 12,500
      shares of common stock had vested and were recorded at their approximate fair
      market value of $2,750, which was charged to operations as general and
      administrative expense during the three months ended March 31, 2007.





(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. For the three months ended March 31, 2007, 41,667 shares of common
      stock had vested and were recorded at their approximate fair market value of
      $9,166, which was charged to operations as general and administrative expense
      during the three months ended March 31, 2007.





During
      the three months ended March 31, 2007, the Company issued 454,291 shares of
      common stock upon the exercise of warrants to acquire 459,796 shares of common
      stock for total proceeds of $148,500, as summarized below.





(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 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 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)
      During the three months ended March 31, 2007, the Company issued 330,000 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 $148,500.





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 three months ended March 31, 2007. The assumptions used in the Black-Scholes
      option pricing model to calculate the fair value of the option were as
      follows:


18





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





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 was charged to operations
      as general and administrative expense during the three months ended March 31,
      2007.





A
      summary
      of stock option activity under the Company’s options plans for the three months
      ended March 31, 2007 is shown below.





Number
                ofShares
            
            WeightedAverage
              ExercisePrice
            
            WeightedAverage
              RemainingContractual
              Life
                (Years)Options
                outstanding at December 31, 2006
            
            
            451,500
            
            $
            2.05
            
            
            5.3Granted
            
            
            -Exercised
            
            
            -Canceled/Expired
            
            
            -Options
                outstanding at March 31, 2007
            
            
            451,500
            
            $
            2.05
            
            
            5.1Options
                exercisable at March 31, 2007
            
            
            151,500
            
            $
            0.15
            
            
            2.2




The
      intrinsic value of exercisable but unexercised in-the-money options at March
      31,
      2007 was $545,400.








7.
      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.





During
      the three months ended March 31, 2007 and 2006, the Company incurred fees to
      such accounting firm of $14,943 and $23,060, respectively, for accounting and
      tax services. In addition, during the three months ended March 31, 2006, the
      Company wrote-off the remaining balance of the prepaid accounting fee with
      Mr.
      Frankel’s former firm of $8,758
      at
      December 31, 2005. As of March 31, 2007 and 2006, the Company owed Frankel,
      LoPresti & Co. $11,425 and $2,806, respectively.


19


During
      the three months ended March 31, 2007, the Company purchased golf tee-times
      through a seller of Stand-By Golf Las Vegas aggregating $196,401, of which
      $57,146 was payable by the Company at March 31, 2007. At March 31, 2007, the
      Company had amounts due from the seller of Any Event of $31,277, primarily
      for
      funds collected on behalf of the Company by the seller between March 14, 2007
      and March 31, 2007.





8.
      Commitments and Contingencies





Effective
      March 1, 2006, the Company entered in 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
      ended March 31, 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. Upon 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
      March
      31, 2007 and December 31, 2006, the Company had bank certificates of deposit
      securing two bank letters of credit outstanding for $11,930 that had been issued
      to secure the Company’s obligations to two of its show ticket suppliers. At
      March 31, 2007 and December 31, 2006, there were no amounts outstanding under
      the letters of credit.





9.
      Income
      Taxes





At
      December 31, 2006, the Company had Federal net operating loss carryforwards
      of
      approximately $10,000,000 expiring beginning in 2010 in varying amounts through
      2025 and California state net operating loss carryforwards 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 carryforwards, the
      utilization of the Company’s net operating loss carryforwards 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 March 31, 2007 and December 31, 2006.





As
      a
      result of the Company’s significant operating loss carryforwards and the
      corresponding valuation allowance, no income tax benefit has been recorded
      at
      March 31, 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
                Month Ended March 31,2007
            
            2006Tax
                benefit at statutory rate
            
            
            (35
            )%
            
            (35
            )%Adjustments
                to change in valuation allowance
            
            
            35
            
            
            35Effective
                tax rate
            
            
            -
            %
            
            -
            %





10.
      Subsequent Events





From
      April 1, 2007 through May 11, 2007, the Company entered into the following
      significant transactions and agreements:





The
      Company borrowed $2,000,000 from Joe Marsh, a shareholder of the Company, under
      a one-year unsecured note with
      interest at 8% per annum. During the term of the loan, Mr. Marsh will have
      the
      right to convert the loan into an investment in a subsequent private placement
      that the Company may conduct.


20


The
      Company entered into various consulting agreements providing for aggregate
      cash
      payments of $1,666,667, the issuance of 250,000 shares of common stock with
      a
      deemed value of $4.00 per share and a three-year warrant to purchase 1,000,000
      shares of common stock exercisable at $5.35 per share in conjunction with the
      development of its premium event ticketing business.




21




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.





Tix4Tonight
      generally sells show tickets under short-term, non-exclusive agreements with
      approximately 60 Las Vegas shows, out of a total of approximately 80 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 usually many more
      tickets available each day than are sold, although it is not uncommon for
      Tix4Tonight to sell-out its supply of tickets for individual shows. The shows
      are paid 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.





The
      Company conducts the operations of Tix4Tonight 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. The Company
      also
      maintains administrative offices for Tix4Tonight in Las Vegas, Nevada.





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 new 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 ticket broker with
      operations in Cleveland, Ohio and Las Vegas, Nevada. 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 has opened a second branch of Any Event in its offices in
      Las
      Vegas, Nevada.





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 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 commissions are calculated based on the face value
      of
      the show tickets sold. The Company’s transaction fees are charged on a
      per-ticket basis. Beginning in December 2006, the Company began charging credit
      card customers an additional one dollar per ticket to offset the additional
      costs of processing credit cards. With certain exceptions, ticket sales are
      generally non-refundable, although same-day exchanges of previously sold tickets
      are pe rmitted.
      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.


22


Tix4Dinner
      recognizes as revenue the transaction fees earned from the booking of dinner
      reservations at the time that the reservations are made. At this time, the
      Company 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. Tee-times are generally sold the day before
      or the day of the tee-time, however, 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.





Any
      Event
      recognizes as revenue the gross amount from the sale of tickets that it owned.
      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.


23


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.





Adjusted
      EBITDA:





The
      Company’s presentation of financial results includes “Adjusted EBITDA” as a
      financial measure, which is not a measure of performance calculated in
      accordance with accounting principles generally accepted in the United States
      (“GAAP”).  Adjusted EBITDA is a non-GAAP financial measure that represents
      income or loss before net interest expense, provision for income taxes,
      depreciation and amortization, and also excludes certain other items, including
      non-cash stock-based compensation, non-cash financing costs and related
      write-offs, impairment losses, and non-recurring gains and losses. 
Management excludes these items in assessing financial performance, primarily
      due to their non-operational or non-cash nature or because they are outside
      of
      the Company’s normal operations.  The Company has provided this information
      because management believes that it is useful to investors in understanding
      the
      Company’s financial condition and results of operations.




Management
      believes that Adjusted EBITDA enhances an overall understanding of the Company’s
      financial performance by investors because it is frequently used by securities
      analysts and other interested parties in evaluating companies in the Company’s
      industry segment.  In addition, management believes that Adjusted EBITDA is
      useful in evaluating the Company’s operating performance compared to that of
      other companies in the Company’s industry segment because the calculation of
      Adjusted EBITDA eliminates the accounting effects of financing costs, income
      taxes and capital spending, which items may vary for different companies for
      reasons unrelated to overall operating performance.




However,
      Adjusted EBITDA is not a recognized measurement under GAAP, and when analyzing
      the Company’s operating performance, investors should use Adjusted EBITDA in
      addition to, and not as an alternative for, income (loss) from operations,
      income (loss) before income taxes, and net income (loss), or any other measure
      utilized in determining the Company’s operating performance that is calculated
      in accordance with GAAP.  Because Adjusted EBITDA is not calculated in
      accordance with GAAP, it may not be comparable to similarly-titled measures
      utilized by other companies.




24




Furthermore,
        Adjusted EBITDA is not intended to be a measure of the Company’s free cash flow,
        as it does not consider certain ongoing cash requirements, such as a required
        debt service payments and income taxes.


The
      following is a reconciliation of Net Income (Loss) to Adjusted EBITDA for the
      three months ended March 31, 2007 and 2006, respectively. Adjusted EBITDA
      includes corporate general and administrative expenses of $846,553 and $419,965,
      respectively, for the three months ended March 31, 2007 and 2006.




Three
                    Months Ended March 31,2007
                
                2006Reconciliation
                    of Net Loss to Adjusted EBITDA:Net
                    loss
                
                $
                (519,964
                )
                $
                (258,632
                )Add
                    (deduct):Stock-based
                    compensation
                
                
                495,093
                
                
                129,914Increase
                    in deferred rent liability
                
                
                1,305
                
                
                24,694Depreciation
                    and amortization
                
                
                45,258
                
                
                38,170Amortization
                    of intangible assets
                
                
                18,625
                
                
                -Amortization
                    of prepaid accounting fees
                
                
                -
                
                
                8,758Interest
                    income
                
                
                (7,498
                )
                
                -Interest
                    expense, including amortization of discount on debtof
                    $0 and $64,416 in 2007 and 2006, respectively
                
                
                6,685
                
                
                151,277Other
                    income
                
                
                -
                
                
                (6,667
                )Adjusted
                    EBITDA
                
                $
                39,504
                
                $
                87,514


Adjusted
      EBITDA for the three months ended March 31, 2007 is net of merger integration
      cost of $150,000 paid in cash related to the acquisition of Any
      Event.





Results
      of Operations - Three Months Ended March 31, 2007 and 2006:





Revenues.
      Revenues from all sources were $1,747,163 for the three months ended March
      31,
      2007, as compared to $1,035,720 for the three months ended March 31, 2006,
      an
      increase of $711,443 or 68.7%. Revenues from ticket commissions and fees were
      $1,697,043 for the three months ended March 31, 2007, as compared to $1,035,720
      for the three months ended March 31, 2006, an increase of $661,323 or 63.9%.
      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 and
      premium ticket sales. The Company sold 150,306 discounted show tickets during
      the three months ended March 31, 2007, as compared to 117,455 discounted show
      tickets during the three months ended March 31, 2006, an increase of 32,851
      tickets or 28.0%. Commissions and fees were earned on the gross sales value
      of
      discounted show tickets sold to customers of $7,201,894 for the three months
      ended March 31, 2007, as compared to $4,164,521 for the three months ended
      March
      31, 2006, an increase of $3,037,373 or 72.9%. Revenues by category were as
      follows:




Discounted
                  show tickets
              
              $1,590,264Discounted
                  golf reservations
              
              69,795Premium
                  event tickets
              
              50,120Dinner
                  reservations
              
              36,984$
              1,747,163





The
      Company expects that revenues from premium event tickets will be a significant
      component of revenues in the near-term.





Costs
      of
      Revenues. Costs of revenues were $714,449 for the three months ended March
      31,
      2007, as compared to $455,033 for the three months ended March 31, 2006, an
      increase of $259,416 or 57.0%. Costs of revenues decreased to 40.9%
      of
      revenues in 2007, as compared to 43.9% of revenues in 2006, as a result of
      a
      slower rate of increase in direct costs of revenues as compared to the growth
      in
      revenues in 2007 as compared to 2006. Direct costs of revenues increased on
      an
      absolute basis in 2007 as compared to 2006 as a result of an increase in
      contingent rent expense resulting from achieving a significant revenue increase
      from ticket sales, and as a result of an increase in personnel costs resulting
      from the hiring of additional employees.


25


Direct
      costs of revenue consist primarily of rent at all Las Vegas locations and
      employee costs related to the Company’s ticketing operations in Las
      Vegas.





Gross
      Profit. Gross profit was $1,032,714 or 59.1% of revenues for the three months
      ended March 31, 2007, as compared to $580,687 or 56.1% of revenues for the
      three
      months ended March 31, 2006.





Selling
      and Marketing Expenses. Selling and marketing expenses were $255,407 for the
      three months ended March 31, 2007, as compared to $131,475 for the three months
      ended March 31, 2006, an increase of $123,932 or 94.3%. Selling and marketing
      expenses increased to 14.6% of revenues for the three months ended March 31,
      2007, as compared to 12.7% of revenues for the three months ended March 31,
      2006. Selling and marketing expenses increased in 2007 as compared to 2006
      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, as well as increased depreciation and amortization.





Included
      in selling and marketing expenses is depreciation and amortization for the
      three
      months ended March 31, 2007 and 2006 of $63,883 and $38,170, 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 $1,048,084
      for the three months ended March 31, 2007, as compared to $563,234 for the
      three
      months ended March 31, 2006, an increase of $484,850 or 86.1%, 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 stock-based consulting and advisory fees and compensation costs of $395,093
      for the three months ended March 31, 2007 (including $42,717 to officers and
      directors), as compared to $129,914 for the three months ended March 31, 2006
      (including $80,514 to
      officers and directors).





Primarily
      as a result of the increase in stock-based compensation costs in 2007 as
      compared to 2006, general and administrative expenses increased to 60.0% of
      revenues for the three months ended March 31, 2007, as compared to 54.4% of
      revenues for the three months ended March 31, 2006.




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 three months
      ended March 31, 2007.





Loss
      from
      Operations. As a result of the aforementioned factors, the loss from operations
      was $520,777 for the three months ended March 31, 2007, as compared to a loss
      from operations of $114,022 for the three months ended March 31,
      2006.


26





Interest
      Income. Interest income was $7,498 for the three months ended March 31, 2006.
      There was no interest income for the three months ended March 31,
      2006.





Other
      Income. Other income was $6,667 for the three months ended March 31, 2006.
      There
      was no other income for the three months ended March 31, 2007.





Interest
      Expense. Interest expense was $6,685 for the three months ended March 31, 2007,
      as compared to $151,277 for the three months ended March 31, 2006, a decrease
      of
      $144,592, 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 $519,964 for the three
      months ended March 31, 2007, as compared to a net loss of $258,632 for the
      three
      months ended March 31, 2006.





Liquidity
      and Capital Resources - March 31, 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.





During
      the year ended December 31, 2006, the Company’s operations experienced
      substantial and consistent improvement, which trends continued during the three
      months ended March 31, 2007. Based on the Company’s current cash resources and
      operating trends, both internal and external, the Company believes that it
      has
      sufficient working capital resources to fund its cash requirements at existing
      operating levels for the foreseeable future. However, the Company expects that
      its premium event ticketing business will require additional capital to support
      its development, which the Company expects to fund through a combination of
      debt
      and equity, from both related and unrelated parties. In this regard, during
      April 2007, the Company borrowed $2,000,000 from Joe Marsh, a shareholder of
      the
      Company, under a one-year unsecured note with interest at 8% per annum. During
      the term of the loan, Mr. Marsh will have the right to convert the loan into
      an
      investment in a subsequent private placement that the Company may conduct.





The
      Company is currently evaluating opportunities to raise additional capital
      through a credit facility and a private placement of its securities to fund
      the
      development and expansion of its business.





Operating
      Activities. Operating activities utilized cash of $439,865 during the three
      months ended March 31, 2007, as compared to providing $447,455 of cash during
      the three months ended March 31, 2006, primarily as a result of a significant
      investment in ticket purchases for its new premium event ticketing business
      during March 2007. At March 31, 2007, the Company had cash of $1,149,700, as
      compared to cash of $1,943,532 at December 31, 2006.





The
      Company had a working capital deficiency of $174,223 at March 31, 2007, as
      compared to a working capital surplus of $44,547 at December 31, 2006, primarily
      as a result of deferred ticket revenue of $339,357 at March 31, 2007 that the
      Company expects to recognize as revenue in the subsequent quarter.





Investing
      Activities. For the three months ended March 31, 2007, investing activities
      utilized net cash of $489,393, consisting of the purchases of property and
      equipment of $93,069, the purchase of ticket inventory from Any Event of
      $96,324, and the acquisition of Any Event of $300,000. For the three months
      ended March 31, 2006, investing activities utilized cash of $6,229 for the
      purchases of property and equipment.





Financing
      Activities. For the three months ended March 31, 2007, financing activities
      provided net cash of $135,426, consisting of the net proceeds from the exercise
      of options and warrants of $148,500, reduced by payments on capital lease
      obligations of $13,074. For the three months ended March 31, 2006, financing
      activities utilized net cash of $201,145, consisting of payments on notes
      payable of $9,802, payments on capital lease obligations of $23,010, and
      principal payments on convertible debentures of $168,333.





Principal
      Commitments:


27


At
      March
      31, 2007, the Company did not have any material commitments for capital
      expenditures. However, from April 1, 2007 through May 11, 2007, in conjunction
      with the development of its premium event ticketing business, the Company
      entered into various consulting agreements providing for aggregate cash payments
      of $1,666,667, the issuance of 250,000 shares of common stock with a deemed
      value of $4.00 per share and a three-year warrant to purchase 1,000,000 shares
      of common stock exercisable at $5.35 per share.





The
      Company’s principal commitments for the next five fiscal year periods consisted
      of contractual commitments as summarized below.




Payments
                Due by Years Ending December 31,Contractual
                cash obligations
            
            Total
            
            2007
            
            2008
            
            2009
            
            2010
            
            2011(Nine
                Months)Employment
                agreements (1)
            
            $
            826,343
            
            $
            282,750
            
            $
            396,800
            
            $
            133,460
            
            $
            13,333
            
            $
            -Capital
                lease obligations
            
            
            228,385
            
            
            55,370
            
            
            59,826
            
            
            55,247
            
            
            57,942
            
            
            -Operating
                lease obligations
            
            
            2,938,115
            
            
            711,583
            
            
            915,498
            
            
            836,330
            
            
            430,848
            
            
            43,856Total
                contractual cash obligations
            
            $
            3,992,843
            
            $
            1,049,703
            
            $
            1,372,124
            
            $
            1,025,037
            
            $
            502,123
            
            $
            43,856





______________________________________________





(1)
      Base
      compensation only; does not include any performance bonuses or
      earn-outs.








Off-Balance
      Sheet Arrangements:





At
      March
      31, 2007, the Company did not have any transactions, obligations or
      relationships that could be considered off-balance sheet
      arrangements.




28




ITEM
        3.
        CONTROLS AND PROCEDURES
 
 (a)
        Evaluation of Disclosure Controls and Procedures


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





The
      Company carried out an evaluation, under the supervision and with the
      participation of the Company's management, including its principal executive
      and
      financial officer, of the effectiveness of the 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 could have materially affected or is reasonably likely to
      materially affect the Company’s internal controls over financial
      reporting.




29





PART
      II.
      OTHER INFORMATION





ITEM
      1.
      LEGAL PROCEEDINGS





The
      Company is currently not a party to any pending or threatened legal
      proceedings.





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





During
      the three months ended March 31, 2007, the Company issued 92,500 shares of
      common stock to outside consultants valued at prices ranging from $3.75 per
      share to $5.10 per share, with an aggregate market value of $376,876. 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 March 31, 2007. Included in the issuance
      of these shares are 25,000 shares issued to Timothy Bordonaro valued at $100,000
      (see below) 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 ended March 31,
      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 during the three months ended
      March 31, 2007.





During
      the three months ended March 31, 2007, the Company issued 454,291 shares of
      common stock upon the exercise of warrants to acquire 459,796 shares of common
      stock for total proceeds of $148,500, as summarized below.





(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 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 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)
      During the three months ended March 31, 2007, the Company issued 330,000 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 $148,500.





Effective
      March 14, 2007, pursuant to an Asset Purchase Agreement between the Company
      and
      John’s Tickets LLC, dba Any Event Tickets (“Any Event”), the Company acquired
      most of the tangible and intangible assets of Any Event. As partial
      consideration, the Company issued 137,500 shares of restricted common stock
      to
      the seller valued at $4.00 per share, which approximated market value on the
      date of issuance.





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 three months ended March 31, 2007.





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 three months ended
      March 31, 2007.


30


The
      shares of common stock and stock options acquired by officers, employees,
      consultants and/or investors 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.
      SUBMISSION 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.








31


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: May
              17, 2007
            By:
            /s/ MITCH
              FRANCISMitch
              Francis
              Chief
                Executive Officer and
              Chief
                Financial Officer
              (Duly
                Authorized Officer and
              Principal
                Financial Officer)




32





INDEX
      TO
      EXHIBITS


ExhibitNumber
              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 onSeptember
                  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, effectiveMarch
                  14, 2007 (3)10.33
              
              Employment
                  Agreement between Tix Corporation and John Pirample effective March
                  14,
                  2007 (3) (C)10.34
              
              Consulting
                  Agreement between Tix Corporation and Timothy Bordonaro effective
                  March
                  14, 2007 (3) (C)31
              
              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.








(C)
      Indicates compensatory plan, agreement or arrangement.




33