UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-QSB





xQUARTERLY
      REPORT UNDER
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For
      the
      Quarterly Period Ended June 30, 2007





oTRANSITION
      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 xNo o




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes
oNo
x





As
      of
      June 30, 2007, the Company had 19,703,481 shares of common stock, $0.08 par
      value, issued and outstanding.





Transitional
      Small Business Disclosure Format: Yes oNo x





Documents
      incorporated by reference: None.










Special
      Note Regarding Forward-Looking Statements:





This
      Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 2007
      contains "forward-looking" statements within the meaning of Section 27A of
      the
      Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
      Act of 1934, as amended, including statements that include the words “believes”,
“expects”, “anticipates”, “intends”, “plans”, “may”, “will” or similar
      expressions that are intended to identify forward-looking statements. In
      addition, any statements that refer to expectations, projections or other
      characterizations of future events or circumstances, including any underlying
      assumptions, are forward-looking statements. These forward-looking statements
      may include, among others, statements concerning the Company's expectations
      regarding its business, growth prospects, revenue trends, operating costs,
      working capital requirements, facility expansion plans, competition, results
      of
      operations and other statements of expectations, beliefs, future plans and
      strategies, anticipated events or trends, and similar expressions concerning
      matters that are not historical facts. The forward-looking statements in this
      Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 2007
      involve known and unknown risks, uncertainties and other factors that could
      cause the actual results, performance or achievements of the Company to differ
      materially from those expressed in or implied by the forward-looking statements
      contained herein.





Each
      forward-looking statement should be read in context with, and with an
      understanding of, the various disclosures concerning the Company and its
      business made throughout this Quarterly Report on Form 10-QSB for the quarterly
      period ended June 30, 2007, as well as other public reports filed with the
      United States Securities and Exchange Commission. Investors should not place
      undue reliance on any forward-looking statement as a prediction of actual
      results or developments. Except as required by applicable law or regulation,
      the
      Company undertakes no obligation to update or revise any forward-looking
      statement contained in this Quarterly Report on Form 10-QSB for the quarterly
      period ended June 30, 2007, whether as a result of new information, future
      events or otherwise.





2




Tix
      Corporation and Subsidiaries





Index


PART
                I. FINANCIAL INFORMATION
            
            Page
                No.Item
                1. Financial StatementsCondensed
                Consolidated Balance Sheets - June 30, 2007 (Unaudited) and December
                31,
                2006
            
            4Condensed
                Consolidated Statements of Operations (Unaudited) - Three Months
                and Six
                Months Ended June 30, 2007 and 2006
            
            6Condensed
                Consolidated Statement of Stockholders’ Equity (Unaudited) - Six Months
                Ended June 30, 2007
            
            8Condensed
                Consolidated Statements of Cash Flows (Unaudited) - Six Months Ended
                June
                30, 2007 and 2006
            
            9Notes
                to Condensed Consolidated Financial Statements (Unaudited) - Three
                Months
                and Six Months Ended June 30, 2007 and 2006
            
            11Item
                2. Management’s Discussion and Analysis or Plan of
                Operation
            
            25Item
                3. Controls and Procedures
            
            34PART
                II. OTHER INFORMATIONItem
                1. Legal Proceedings
            
            35Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            
            35Item
                3. Defaults upon Senior Securities
            
            35Item
                4. Submission of Matters to a Vote of Security Holders
            
            35Item
                5. Other Information
            
            35Item
                6. Exhibits
            
            36SIGNATURES
            
            36





3




Tix
      Corporation and Subsidiaries





Condensed
      Consolidated Balance Sheets





Assets





June
                30,
            
            December
                31,2007
            
            2006(Unaudited)Current
                assets:Cash
            
            $
            3,594,886
            
            $
            1,943,532Account
                receivable
            
            
            372,340
            
            
            -Ticket
                inventory
            
            
            684,426
            
            
            -Due
                from seller of Any Event
            
            
            14,950
            
            
            -Prepaid
                expenses and other current assets
            
            
            520,470
            
            
            39,547Total
                current assets
            
            
            5,187,072
            
            
            1,983,079Property
                and equipment:Office
                equipment and furniture
            
            
            440,725
            
            
            221,083Equipment
                under capital lease
            
            
            386,494
            
            
            386,494Leasehold
                improvements
            
            
            260,912
            
            
            260,9131,088,131
            
            
            868,490Less
                accumulated depreciation and amortization
            
            
            (469,094
            )
            
            (369,889
            )Total
                property and equipment, net
            
            
            619,037
            
            
            498,601Other
                assets:Intangible
                assets:Customer
                relationships, net
            
            
            546,472
            
            
            60,278Contract
                commitments, net
            
            
            119,333
            
            
            23,333Marketing-related,
                net
            
            
            67,708
            
            
            -Technology-based,
                net
            
            
            90,278
            
            
            -Deposits
            
            
            125,032
            
            
            66,666Total
                other assets
            
            
            948,823
            
            
            150,277$
            6,754,932
            
            $
            2,631,957




(continued)




4


Tix
      Corporation and Subsidiaries





Condensed
      Consolidated Balance Sheets (continued)





Liabilities
      and Stockholders’ Equity


June
                  30,
              
              December
                  31,2007
              
              2006(Unaudited)Current
                  liabilities:Accounts
                  payable and accrued liabilities
              
              $
              1,297,303
              
              $
              1,885,145Current
                  portion of capital lease obligations
              
              
              47,029
              
              
              53,387Deferred
                  ticket revenues
              
              
              391,230
              
              
              -Note
                  payable, stockholder
              
              
              2,000,000
              
              
              -Total
                  current liabilities
              
              
              3,735,562
              
              
              1,938,532Non-current
                  liabilities:Capital
                  lease obligations, less current portion
              
              
              120,101
              
              
              140,592Deferred
                  rent
              
              
              180,658
              
              
              174,779Total
                  non-current liabilities
              
              
              300,759
              
              
              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;19,703,481
                  shares and 18,440,305 shares issued and outstandingat
                  June 30, 2007 and December 31, 2006, respectively
              
              
              1,576,279
              
              
              1,475,225Common
                  stock subscriptions
              
              
              2,745,000
              
              
              -Additional
                  paid-in capital
              
              
              20,488,541
              
              
              14,277,663Accumulated
                  deficit
              
              
              (22,091,209
              )
              
              (15,374,834
              )Total
                  stockholders’ equity
              
              
              2,718,611
              
              
              378,054$
              6,754,932
              
              $
              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 June 30,2007
              
              2006Revenues
              
              $
              4,711,732
              
              $
              1,292,497Costs
                  and expenses:Direct
                  costs of revenue
              
              
              2,909,777
              
              
              498,350Selling
                  and marketing expenses
              
              
              305,573
              
              
              142,775General
                  and administrative expenses, includingstock-based
                  compensation costs of $5,118,341 in2007
                  and $114,317 in 2006 (including $57,216 and$61,417
                  to officers and directors in 2007 and 2006,respectively)
              
              
              7,662,062
              
              
              556,674Total
                  costs and expenses
              
              
              10,877,412
              
              
              1,197,799Income
                  (loss) from operations
              
              
              (6,165,680
              )
              
              94,698Other
                  income (expense):Interest
                  income
              
              
              4,415
              
              
              535Other
                  income
              
              
              4,183
              
              
              35,974Interest
                  expense
              
              
              (39,329
              )
              
              (90,950
              )Other
                  expense, net
              
              
              (30,731
              )
              
              (54,441
              )Net
                  income (loss)
              
              $
              (6,196,411
              )
              $
              40,257Net
                  income (loss) per common share - basic and diluted
              
              $
              (0.32
              )
              $
              0.00Weighted
                  average common shares outstanding -Basic
              
              
              19,374,693
              
              
              13,912,097Diluted
              
              
              19,374,693
              
              
              14,623,383


See
      accompanying notes to condensed consolidated financial statements.





6




Tix
      Corporation and Subsidiaries





Condensed
      Consolidated Statements of Operations (Unaudited)




Six
                  Months Ended June 30,2007
              
              2006Revenues
              
              $
              6,458,895
              
              $
              2,328,217Costs
                  and expenses:Direct
                  costs of revenue
              
              
              3,624,226
              
              
              953,383Selling
                  and marketing expenses
              
              
              560,980
              
              
              274,250General
                  and administrative expenses, includingstock-based
                  compensation costs of $5,613,433 in2007
                  and $244,231 in 2006 (including $99,932 and$141,930
                  to officers and directors in 2007 and 2006,respectively)
              
              
              8,710,146
              
              
              1,119,908Merger
                  integration cost related to Any Event, includingstock-based
                  costs of $100,000
              
              
              250,000
              
              
              -Total
                  costs and expenses
              
              
              13,145,352
              
              
              2,347,541Loss
                  from operations
              
              
              (6,686,457
              )
              
              (19,324
              )Other
                  income (expense):Interest
                  income
              
              
              11,913
              
              
              535Other
                  income
              
              
              4,183
              
              
              42,641Interest
                  expense
              
              
              (46,014
              )
              
              (242,227
              )Other
                  expense, net
              
              
              (29,918
              )
              
              (199,051
              )Net
                  loss
              
              $
              (6,716,375
              )
              $
              (218,375
              )Net
                  loss per common share - basic and diluted
              
              $
              (0.35
              )
              $
              (0.02
              )Weighted
                  average common shares outstanding - basic and diluted
              
              
              19,042,164
              
              
              12,729,301





See
      accompanying notes to condensed consolidated financial statements.





7


Tix
      Corporation and Subsidiaries




Condensed
      Consolidated Statements of Stockholders’ Equity (Unaudited)




Six
      Months Ended June 30, 2007


Additional
              
              Common
              
              
              
              TotalCommon
                  stock
              
              Paid-in
              
              Stock
              
              Accumulated
              
              Stockholder’sShares
              
              Amount
              
              Capital
              
              Subscriptions
              
              Deficit
              
              EquityBalance,
                  January 1, 2007
              
              
              18,440,305
              
              $
              1,475,225
              
              $
              14,277,663
              
              $
              -
              
              $
              (15,374,834
              )
              $
              378,054Issuance
                  of common stock to consultants
              
              
              380,000
              
              
              30,400
              
              
              1,892,100
              
              
              -
              
              
              -
              
              
              1,922,500Issuance
                  of common stock to officers
              
              
              108,334
              
              
              8,666
              
              
              15,166
              
              
              -
              
              
              -
              
              
              23,832Issuance
                      of common stock upon exercise of warrants and
                      options
              
              
              637,342
              
              
              50,988
              
              
              97,512
              
              
              -
              
              
              -
              
              
              148,500Issuance
                      of common stock for acquisition of Any Event
              
              
              137,500
              
              
              11,000
              
              
              539,000
              
              
              -
              
              
              -
              
              
              550,000Issuance
                      of warrants and options to director
              
              
              -
              
              
              -
              
              
              76,100
              
              
              -
              
              
              -
              
              
              76,100Issuance
                      of warrants and options to employee
              
              
              -
              
              
              -
              
              
              151,000
              
              
              -
              
              
              -
              
              
              151,000Issuance
                  of warrants to consultant
              
              
              -
              
              
              -
              
              
              3,440,000
              
              
              -
              
              
              -
              
              
              3,440,000Stock
                  subscriptions - pending offering
              
              
              -
              
              
              -
              
              
              -
              
              
              2,745,000
              
              
              -
              
              
              2,745,000Net
                  loss for the period
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (6,716,375
              )
              
              (6,716,375
              )Balance,
                  June 30, 2007
              
              
              19,703,481
              
              $
              1,576,279
              
              $
              20,488,541
              
              $
              2,745,000
              
              $
              (22,091,209
              )
              $
              2,718,611


See
      accompanying notes to condensed consolidated financial statements.




8


Tix
      Corporation and Subsidiaries





Condensed
      Consolidated Statements of Cash Flows (Unaudited)


Six
                  Months Ended June 30,2007
              
              2006Cash
                  flows from operating activities:Net
                  loss
              
              $
              (6,716,375
              )
              $
              (218,375
              )Adjustments
                  to reconcile net loss to cash provided by (used in)operating
                  activities:Depreciation
                  and amortization
              
              
              99,202
              
              
              77,905Amortization
                  of intangible assets
              
              
              84,820
              
              
              -Common
                  stock, warrants and stock options issued for services
              
              
              5,613,433
              
              
              193,800Amortization
                  of prepaid accounting fee
              
              
              -
              
              
              8,758Amortization
                  of deferred compensation
              
              
              -
              
              
              50,431Amortization
                  of deferred loan costs
              
              
              -
              
              
              64,416Changes
                  in operating assets and liabilities, net of effect fromacquisition
                  of Any Event:(Increase)
                  decrease in:Accounts
                  receivable
              
              
              (387,290
              )
              
              -Ticket
                  inventory
              
              
              (588,102
              )
              
              -Prepaid
                  expenses and other current assets
              
              
              (480,923
              )
              
              4,125Deposits
              
              
              (58,365
              )
              
              9,583Increase
                  (decrease) in:Accounts
                  payable and accrued expenses
              
              
              (587,842
              )
              
              83,805Deferred
                  revenue
              
              
              391,230
              
              
              -Deferred
                  rent
              
              
              5,879
              
              
              34,388Net
                  cash provided by (used in) operating activities
              
              
              (2,624,333
              )
              
              308,836Cash
                  flows from investing activities:Purchases
                  of property and equipment
              
              
              (194,640
              )
              
              (39,230
              )Purchase
                  of ticket inventory from Any Event
              
              
              (96,324
              )
              
              -Acquisition
                  of Any Event
              
              
              (300,000
              )
              
              -Net
                  cash used in investing activities
              
              
              (590,964
              )
              
              (39,230
              )Cash
                  flows from financing activities:Payments
                  on notes payable
              
              
              -
              
              
              (17,388
              )Proceeds
                  from note payable, stockholder
              
              
              2,000,000
              
              
              -Proceeds
                  from common stock subscriptions
              
              
              2,745,000
              
              
              -Payments
                  on capital lease obligations
              
              
              (26,849
              )
              
              (45,555
              )Payments
                  on convertible debentures
              
              
              -
              
              
              (336,667
              )Net
                  proceeds from sale of common stock and warrants
              
              
              -
              
              
              603,000Net
                  proceeds from exercise of options and warrants
              
              
              148,500
              
              
              40,000Net
                  cash provided by financing activities
              
              
              4,866,651
              
              
              243,390Cash:Net
                  increase
              
              
              1,651,354
              
              
              512,996Balance
                  at beginning of period
              
              
              1,943,532
              
              
              315,763Balance
                  at end of period
              
              $
              3,594,886
              
              $
              828,759


(continued)




9





Tix
      Corporation and Subsidiaries





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




Six
                  Months Ended June 30,2007
              
              2006Supplemental
                  disclosures of cash flow information:Cash
                  paid for -Income
                  taxes
              
              $
              -
              
              $
              -Interest
              
              $
              32,681
              
              $
              102,170Non-cash
                  investing and financing activities:Issuance
                  of common stock for accounts payable
              
              $
              -
              
              $
              74,143Issuance
                  of common stock upon conversion ofconvertible
                  debenture
              
              
              -
              
              
              25,000Issuance
                  of common stock valued at $550,000 inconjunction
                  with acquisition of Any Event,allocated
                  to fixed assets and intangible assets
              
              
              550,000
              
              
              -Issuance
                  of common stock to officers
              
              
              -
              
              
              143,000


See
      accompanying notes to condensed consolidated financial statements.





10




Tix
      Corporation and Subsidiaries





Notes
      to
      Condensed Consolidated Financial Statements (Unaudited)





Three
      Months and Six Months Ended June 30, 2007 and 2006




1.
      Organization and Basis of Presentation





Basis
      of
      Presentation:





The
      accompanying condensed consolidated financial statements include the operations
      of Tix Corporation and its wholly-owned subsidiaries (the “Company”).
      Intercompany transactions and balances are eliminated in
      consolidation.





The
      interim condensed consolidated financial statements are unaudited, but in the
      opinion of management of the Company, contain all adjustments, which include
      normal recurring adjustments, necessary to present fairly the financial position
      at June 30, 2007, the results of operations for the three months and six months
      ended June 30, 2007 and 2006, and the cash flows for the six months ended June
      30, 2007 and 2006. The consolidated balance sheet as of December 31, 2006 is
      derived from the Company’s audited financial statements as of that date.





Certain
      information and footnote disclosures normally included in financial statements
      that have been presented in accordance with generally accepted accounting
      principles have been condensed or omitted pursuant to the rules and regulations
      of the Securities and Exchange Commission with respect to interim financial
      statements, although management of the Company believes that the disclosures
      contained in these financial statements are adequate to make the information
      presented therein not misleading. For further information, refer to the
      consolidated financial statements and notes thereto included in the Company’s
      Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006, as
      filed with the Securities and Exchange Commission.





The
      Company’s results of operations for the three months and six months ended June
      30, 2007 are not necessarily indicative of the results of operations to be
      expected for the full fiscal year ending December 31, 2007.





Business
      Operations:





Since
      January 1, 2004, the Company’s principal business activity, through its
      wholly-owned subsidiary, Tix4Tonight, LLC, has been the sale of tickets for
      Las
      Vegas shows at a discount to the original box office price, on the same day
      of
      the performance, from ticket booths located on the Las Vegas Strip.





Tix4Tonight
      generally sells show tickets under short-term, non-exclusive agreements with
      approximately 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. These four
      ticketing locations are in leased facilities. The Company also maintains
      administrative offices for Tix4Tonight in Las Vegas, Nevada, which is also
      a
      leased facility.





During
      the three months ended September 30, 2006, as an adjunct to its Las Vegas show
      ticketing business, the Company launched its Tix4Dinner operations from the
      same
      locations as the sale of discount show tickets. Tix4Dinner offers reservations
      for discounted dinners at various restaurants on the Las Vegas strip, with
      dining at specific times on the same day as the reservation.




11




On
      December 1, 2006, the Company introduced its Tix4Stand-byGolf discount golf
      reservation business through the acquisition of Stand-By Golf Las Vegas (see
      Note 4). Stand-By Golf Las Vegas has operated in the Las Vegas area for
      approximately ten years, offering tee-time bookings to approximately 30 area
      golf courses at significant discounts. The Company markets its golf offerings
      at
      its four Las Vegas ticketing facilities, online and at its Las Vegas office.





On
      March
      14, 2007, the Company acquired Any Event, an online ticket broker (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 operates Any Event from its offices in
      Las
      Vegas, Nevada. In June 2007, the Company closed the Any Event office in
      Cleveland, Ohio.





Revenue
      Recognition, Presentation and Concentrations:





The
      Company's Las Vegas discount show ticketing business recognizes as revenue
      the
      commissions and related transaction fees earned from the sale of discounted
      Las
      Vegas show tickets at the time the tickets are paid for and delivered to the
      customers. The Company charges a commission to the show based on the face value
      of the tickets sold. The Company charges a transaction fee to the customer
      on a
      per-ticket basis. With certain exceptions, ticket sales are generally
      non-refundable, although same-day exchanges of previously sold tickets are
      permitted. Claims for ticket refunds, which are generally received and paid
      the
      day after the show date, are charged back to the respective shows and are
      recorded as a reduction to the Company’s commissions and fees at the time that
      such refunds are processed. The Company does not have accounts receivable
      associated with these sales transactions, as payment is collected at the time
      of
      sale.





Tix4Dinner
      recognizes as revenue the transaction fees earned from the booking of dinner
      reservations at the time that the reservations are made. Tix4Dinner charges
      the
      customer a fee to book the reservation. The Company currently does not have
      accounts receivable or accounts payable associated with the Tix4Dinner
      operations, as the Company collects the transaction fee at the time that the
      reservation is made, and the dinner payment is collected directly by the
      restaurant.





Tix4Stand-byGolf
      recognizes as revenue the difference between how much it charges its customers
      for tee-times and how much it pays golf courses for tee-times. The revenue
      per
      tee-time, as well as the cost per tee-time, varies depending on the desirability
      of the golf course and tee-time, weather, time of year and several other
      factors. Revenue per tee-time is significantly higher when tee-times are
      guaranteed or pre-bought in large quantities. These guarantees or pre-buys
      are
      being provided by the former owners of Stand-By Golf Las Vegas in accordance
      with the terms of the purchase agreement. Tix4Stand-byGolf only pays the former
      owners for tee-times actually sold to customers, at their actual cost, and
      does
      not provide any advance payments. This arrangement can be terminated at any
      time
      by the Company without obligation. Although tee-times are generally sold the
      day
      before or the day of the tee-time, tee-times may be booked in advance. Revenue
      is not recognized until the day of the tee-time. The Company does not have
      any
      accounts receivable associated with this business, as all transactions are
      done
      by credit card.




Any
      Event
      recognizes as revenue the gross amount from the sale of tickets that it owns.
      Any Event bears the risk of economic loss if the tickets are not sold by the
      date that the event is scheduled to occur. Revenue is considered earned when
      the
      related event has occurred. Refunds are only issued if the event is canceled
      or
      postponed. Payments for such ticket sales received prior to the event are
      recorded as deferred revenue. Any Event does not have any accounts receivable
      associated with sales transactions to individual customers, as payment is
      collected at the time of sale. However, sales transactions with other ticket
      brokers may be conducted on a credit basis, which would generate accounts
      receivable.





During
      the three months ended June 30, 2007, no hotel showrooms accounted for 10%
      or
      more of revenues, and during the three months ended June 30, 2006, three hotel
      showrooms accounted for 13.9%, 10.6%, and 10.1% of revenues, respectively.
      During the six months ended June 30, 2007 no hotel showrooms accounted for
      10%
      or more of revenues, and during the six months ended June 30, 2006, one hotel
      showroom accounted for 11.0% of revenues.




12




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 the
      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.





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 and six months ended
      June 30, 2007.





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
      $39,735 and $77,905 for the three months and six months ended June 30, 2006,
      respectively, which has been included in selling and marketing expenses. Such
      reclassifications did not have any effect on net income (loss) from operations,
      net income (loss) or cash flows.





Net
      Income (Loss) Per Common Share:





Statement
      of Financial Accounting Standards No. 128, “Earnings Per Share”, requires
      presentation of basic earnings per share (“Basic EPS”) and diluted earnings per
      share (“Diluted EPS”). Basic earnings (loss) per share is computed by dividing
      income (loss) available to common stockholders by the weighted average number
      of
      common shares outstanding during the period. Diluted earnings per share gives
      effect to all dilutive potential common shares outstanding during the period.
      These potentially dilutive securities were not included in the calculation
      of
      loss per share for the three months and six months ended June 30, 2007 and
      the
      six months ended June 30, 2006 because the Company incurred a loss during such
      periods and thus their effect would have been anti-dilutive. Accordingly, basic
      and diluted loss per share is the same for the three months and six months
      ended
      June 30, 2007 and six months ended June 30, 2006. During the three months ended
      June 30, 2006 these potentially dilutive securities were included in the
      calculation of earnings per share. At June 30, 2007, potentially dilutive
      securities consisted of outstanding warrants and stock options to acquire an
      aggregate of 3,641,500 shares. At June 30, 2006, potentially dilutive securities
      consisted of outstanding warrants and stock options to acquire an aggregate
      of
      3,105,684 shares.




Issued
      but unvested shares of common stock are excluded from the calculations of basic
      and diluted earnings per share.




13




Stock-Based
      Compensation:





Effective
      January 1, 2006, the Company adopted SFAS No. 123 (revised 2004), “Share-Based
      Payment” (“SFAS No. 123R”), a revision to SFAS No. 123, “Accounting for
      Stock-Based Compensation”. SFAS No. 123R requires that the Company measure the
      cost of employee services received in exchange for equity awards based on the
      grant date fair value of the awards, with the cost to be recognized as
      compensation expense in the Company's financial statements over the vesting
      period of the awards. Accordingly,
      the Company recognizes compensation cost for equity-based compensation for
      all
      new or modified grants issued after December 31, 2005. In addition, commencing
      January 1, 2006, the Company recognized the unvested portion of the grant date
      fair value of awards issued prior to adoption of SFAS No. 123R based on the
      fair
      values previously calculated for disclosure purposes over the remaining vesting
      period of the outstanding stock options and warrants.





The
      Company accounts for stock option and warrant grants issued and vesting to
      non-employees in accordance with EITF No. 96-18, "Accounting for Equity
      Instruments that are Issued to Other Than Employees for Acquiring, or in
      Conjunction with Selling, Goods or Services” and EITF 00-18 “Accounting
      Recognition for Certain Transactions involving Equity Instruments Granted to
      Other Than Employees” whereas the value of the stock compensation is based upon
      the measurement date as determined at either (a) the date at which a performance
      commitment is reached or (b) at the date at which the necessary performance
      to
      earn the equity instruments is complete.





Adoption
      of New Accounting Policies:





In
      June
      2006, the FASB ratified the Emerging Issues Task Force (EITF) consensus on
      EITF
      Issue No. 06-3, “How Taxes Collected From Customers and Remitted to Governmental
      Authorities Should Be Presented in the Income Statement (That Is, Gross versus
      Net Presentation)” (“EITF 06-3”). The scope of EITF 06-3 includes any tax
      assessed by a governmental authority that is directly imposed on a
      revenue-producing transaction between a seller and a customer, and provides
      that
      a company may adopt a policy of presenting taxes either on a gross basis -
      that
      is, including the taxes


within
      revenue - or on a net basis. For any such taxes that are reported on a gross
      basis, a company should disclose the amounts of those taxes for each period
      for
      which an income statement is presented if those amounts are significant. EITF
      06-3 is effective for financial reports for interim periods and annual reporting
      periods beginning after December 15, 2006. The Company adopted EITF 06-3 on
      January 1, 2007. The Company collects various taxes that fall under the scope
      of
      EITF 06-3 on services provided and is accounting for and reporting them on
      a net
      basis.





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 June 30, 2007, the Company does not have a liability for
      unrecognized tax benefits, and no adjustment was required at adoption.





The
      Company files income tax returns in the U.S. federal jurisdiction and various
      states. The Company is subject to U.S. federal or state income tax examinations
      by tax authorities for years after 2002. During the periods open to examination,
      the Company has net operating loss and tax credit carry-forwards for U.S.
      federal and state tax purposes that have attributes from closed periods. Since
      these net operating loss and tax credit carry-forwards may be utilized in future
      periods, they remain subject to examination.





The
      Company’s policy is to record interest and penalties on uncertain tax provisions
      as income tax expense. As of June 31, 2007, the Company has no accrued interest
      or penalties related to uncertain tax positions.




14




2.
      Recent
      Accounting Pronouncements





In
      February 2007, the FASB issued Statement of Financial Accounting Standards
      No.
      159, “The Fair Value Option for Financial Assets and Financial Liabilities”
(“SFAS No. 159”), which provides companies with an option to report selected
      financial assets and liabilities at fair value.  SFAS No. 159’s objective
      is to reduce both complexity in accounting for financial instruments and the
      volatility in earnings caused by measuring related assets and liabilities
      differently. Generally accepted accounting principles have required different
      measurement attributes for different assets and liabilities that can create
      artificial volatility in earnings. SFAS No. 159 helps to mitigate this type
      of
      accounting-induced volatility by enabling companies to report related assets
      and
      liabilities at fair value, which would likely reduce the need for companies
      to
      comply with detailed rules for hedge accounting. SFAS No. 159 also establishes
      presentation and disclosure requirements designed to facilitate comparisons
      between companies that choose different measurement attributes for similar
      types
      of assets and liabilities. SFAS No. 159 requires companies to provide additional
      information that will help investors and other users of financial statements
      to
      more easily understand the effect of the company’s choice to use fair value on
      its earnings. SFAS No. 159 also requires companies to display the fair value
      of
      those assets and liabilities for which the company has chosen to use fair value
      on the face of the balance sheet.  SFAS No. 159 does not eliminate
      disclosure requirements included in other accounting standards, including
      requirements for disclosures about fair value measurements included in SFAS
      No.
      157 and SFAS No. 107. SFAS No. 159 is effective as of the beginning of a
      company’s first fiscal year beginning after November 15, 2007.  Early
      adoption is permitted as of the beginning of the previous fiscal year provided
      that the company makes that choice in the first 120 days of that fiscal year
      and
      also elects to apply the provisions of SFAS No. 157. The Company is currently
      assessing the potential effect of SFAS No. 159 on its financial
      statements.





In
      September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (“SFAS
      No. 157”), which provides enhanced guidance for using fair value to measure
      assets and liabilities. SFAS No. 157 provides a common definition of fair value
      and establishes a framework to make the measurement of fair value in generally
      accepted accounting principles more consistent and comparable. SFAS No. 157
      also
      requires expanded disclosures to provide information about the extent to which
      fair value is used to measure assets and liabilities, the methods and
      assumptions used to measure fair value, and the effect of fair value measures
      on
      earnings. SFAS No. 157 is effective for financial statements issued in fiscal
      years beginning after November 15, 2007 and
      to
      interim periods within those fiscal years .
      The
      Company is currently assessing the potential effect of SFAS No. 157 on its
      financial statements.





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 located
      in Las Vegas, Nevada that sells tickets for sporting events, concerts, tours
      and
      theater. Pursuant to the Agreement, the Company purchased the domain name
“http://anyevent.com”, the contents of the website “http://anyevent.com”, the
      inventory of sporting events, concerts and tours, and theatre tickets
      outstanding as of the date of the Agreement, the phone number 1-800-ANYEVENT,
      and all existing contracts by and between Any Event and other existing box
      offices, theatres and brokers, pursuant to which Any Event acquires its ticket
      inventory.





In
      connection with this transaction, effective March 14, 2007, the Company entered
      into an employment agreement with John Pirample, sole member of Any Event,
      pursuant to which Mr. Pirample agreed to provide his exclusive services to
      the
      Company as its Premium Ticket Manager through February 28, 2010. Mr. Pirample
      receives a base annual salary of $80,000 and 10% of EBITDA relating to the
      sale
      of tickets that are sold above face value, provided that such incentive
      compensation does not exceed $200,000 per year as defined. During the three
      months and six months ended June 30, 2007 the Company accrued $35,000 with
      respect to this incentive compensation, which was charged to operations as
      general and administration expenses.





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.




15




The
      acquisition of Any Event has been accounted for as a purchase in accordance
      with
      SFAS No. 141, “Business Combinations”, and the operations of the two companies
      have been consolidated commencing with the closing of the transaction. The
      $850,000 purchase price was allocated on a preliminary basis as follows, based
      upon the fair value of the acquired assets, as determined by an independent
      valuation firm:





Tangible
                assets:Office
                equipment and furniture
            
            $
            25,000Intangible
                assets:Customer
                relationships
            
            
            550,000Contract
                commitments
            
            
            100,000Marketing
                related
            
            
            75,000Technology
                based
            
            
            100,000Purchase
                price
            
            $
            850,000




Due
      to
      the limited availability of historical financial information with respect to
      the
      operations of Any Event, the Company has determined that the presentation of
      pro
      forma financial information is impractical at this time.





Effective
      March 14, 2007, the Company engaged Timothy Bordonaro, the former president
      of
      the immediate predecessor to Any Event, as a consultant for a period of 90
      days
      to assist the Company to integrate and transition the business and assets
      purchased from Any Event. As consideration for Mr. Bordonaro’s services, the
      Company paid Mr. Bordonaro $150,000 in cash and issued him 25,000 shares of
      restricted common stock valued at $4.00 per share (aggregate value $100,000),
      which approximated market value on the date of issuance. The aggregate value
      of
      such consideration of $250,000 was charged to operations as merger integration
      cost during the six months ended June 30, 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 was required to issue shares
      of
      restricted common stock to the sellers, with a value at the close of trading
      on
      the closing date of $100,000, based upon the average closing bid price per
      share
      for the ten days prior to closing. As a result, the Company issued 26,546 shares
      of common stock at a value of $3.767 per share. However, if the market value
      of
      the 26,546 shares of common stock on December 1, 2007 is less than $100,000,
      the
      Company is obligated to issue additional shares to the sellers until the market
      value of all shares issued to the sellers equals $100,000. However, such
      additional shares issuable will not have a value of less than $1.50 per share
      in
      determining how many additional shares would be issued in such circumstances.
      The Company’s common stock closed at $5.70 on June 29, 2007, the last trading
      day for the three months ended June 30, 2007, as a result of which the 26,546
      shares had an aggregate value in excess of $100,000 at June 30,
      2007.





In
      addition, subject to certain conditions, the Company also provided additional
      performance based earn-outs to the sellers in the form of cash and common stock,
      payable during calendar years 2007, 2008 and 2009. The earn-out is based upon
      defined net revenues, which will be determined by subtracting deemed operational
      expenses from the gross revenue from the golf reservation business, as
      follows:




January
      1, 2007 - December 31, 2007 (Year 1): For each additional dollar of net
      revenues, the Company will issue two dollars worth of shares of restricted
      common stock to sellers. This stock will be valued at the average closing bid
      price for the ten days prior to December 31, 2007, but in no event will the
      stock price used be less than $2.00 per share. During 2007 only, the first
      $25,000 net revenue increase shall be payable to sellers in the form of $50,000
      cash. During 2007, the yearly operational expenses are deemed to be $100,000.





January
      1, 2008 - December 31, 2008 (Year 2): For each additional dollar of net
      revenues, the Company will issue two dollars worth of shares of restricted
      common stock to sellers. This stock will be valued at the average closing bid
      price for the ten days prior to December 31, 2008, but in no event will the
      stock price used be less than $2.00 per share. During 2008, the yearly
      operational expenses are deemed to be $115,000.




16




January
      1, 2009 - December 31, 2009 (Year 3): For each additional dollar of net
      revenues, the Company will issue two dollars worth of shares of restricted
      common stock to sellers. This stock will be valued at the average closing bid
      price for the ten days prior to December 31, 2009, but in no event will the
      stock price used be less than $2.00 per share. During 2009, the yearly
      operational expenses are deemed to be $130,000.




As
      of
      June 30, 2007, none of the Year 1 earn-out milestones had been met.





The
      acquisition of Stand-By Golf Las Vegas has been accounted for as a purchase
      in
      accordance with SFAS No. 141, “Business Combinations”, and the operations of the
      two companies have been consolidated commencing December 1, 2006. The $100,000
      purchase price was allocated as follows, based upon the fair value of the
      acquired assets, as determined by an independent valuation firm:





Tangible
                assets:Prepaid
                golf tee times
            
            $
            14,000Intangible
                assets:Customer
                relationships
            
            
            62,000Contract
                commitments
            
            
            24,000Purchase
                price
            
            $
            100,000




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 June
      30, 2007 and December 31, 2006, all of which was recorded in conjunction with
      the acquisitions of Stand-By Golf in December 2006 and Any Event in March 2007.





Balance,
              December
                31,
            
            
            
            Amount
                Charged to Amortization
            
            Balance,
              June
                30,2006
            
            Additions
            
            Expense
            
            2007Customer
                relationships
            
            $
            60,278
            
            $
            550,000
            
            $
            (63,806
            )
            $
            546,472Contract
                commitments
            
            
            23,333
            
            
            100,000
            
            
            (4,000
            )
            
            119,333Marketing-related
            
            
            -
            
            
            75,000
            
            
            (7,292
            )
            
            67,708Technology-based
            
            
            -
            
            
            100,000
            
            
            (9,722
            )
            
            90,278Total
            
            $
            83,611
            
            $
            825,000
            
            $
            (84,820
            )
            $
            823,791





Total
      amortization expense related to intangible assets for the three months and
      six
      months ended June 30, 2007 was $66,195 and $84,820, respectively. Total
      estimated amortization expense with respect to intangible assets for the
      remainder of 2007 though 2010 is as follows:




Years
                Ending December 31,2007
                (six months)
            
            $
            135,1672008
            
            
            270,3332009
            
            
            269,6672010
            
            
            48,624Total
            
            $
            723,791




17




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





Three
      and
      Six Months Ended June 30, 2006:





On
      January 18, 2006, the Company entered into an agreement with Kimberly Simon,
      its
      Chief Operating Officer, that provides for her to receive a bonus in the form
      of
      a warrant for 100,000 shares of common stock, exercisable for a period of five
      years at $0.36 per share (the fair market value on the date of the agreement),
      that vests only in the event that the gross number of tickets sold in 2006
      was
      at least equal to 125% of the gross number of tickets sold in 2005. As of June
      30, 2006, the Company determined that it was more likely than not that such
      vesting milestone would be met. Accordingly, the fair value of such warrant
      of
      $70,000, calculated pursuant to the Black-Scholes option-pricing model, was
      charged to operations over the six-month period commencing July 1, 2006 and
      ending December 31, 2006.





On
      February 23, 2006, the Company issued 230,000 shares of common stock to Erick
      Richardson, a partner in the law firm of Richardson & Patel LLC, under the
      Consultant Stock Plan, with an approximate fair market value of $74,143 ($0.32
      per share) as payment for accrued legal fees.





On
      February 27, 2006, the Company entered into a settlement agreement with
      Advantage Capital Development Corp. (“Advantage”), whereby the Company agreed to
      honor the $25,000 conversion notice previously submitted by Advantage, issue
      such conversion shares, and reduce the balance accordingly on the 5% secured
      convertible debentures. As a result, the Company issued 93,563 shares of common
      stock to Advantage with a fair market value of $25,000, based on a conversion
      price of $0.2672 per share.





On
      March
      13, 2006, the Company issued 50,000 shares of common stock to Kimberly Simon,
      its Chief Operating Officer, as a bonus for services rendered. The shares of
      common stock were recorded at their fair market value on the date of issuance
      of
      $11,000 ($0.22 per share) and were charged to operations as general and
      administrative expense during the six months ended June 30, 2006.





On
      March
      13, 2006, the Company issued a total of 120,000 shares of common stock to its
      non-officer employees as a bonus for services rendered. The shares of common
      stock were recorded at their fair market value on the date of issuance of
      $26,400 ($0.22 per share) and were charged to operations as general and
      administrative expense during the six months ended June 30, 2006.





On
      March
      13, 2006, the Company issued 25,000 shares of common stock to a consultant
      for
      services rendered. The shares of common stock were recorded at their fair market
      value on the date of issuance of $5,500 ($0.22 per share) and were charged
      to
      operations as general and administrative expense during the six months ended
      June 30, 2006.





On
      March
      13, 2006, the Company issued a total of 300,000 shares of common stock to its
      two non-officer directors for services, consisting of 150,000 shares to Benjamin
      Frankel and 150,000 shares to Norman Feirstein. The shares of common stock
      were
      recorded at their fair market value on the date of issuance of $66,000 ($0.22
      per share) and were charged to operations as general and administrative expense
      during the six months ended June 30, 2006.





On
      March
      13, 2006, the Company issued 150,000 shares of common stock to Kimberly Simon,
      its Chief Operating Officer. The shares of common stock are subject to pro
      rata
      forfeiture over a three-year period if Ms. Simon ceases to be employed by the
      Company. The 150,000 shares of common stock had a fair market value on the
      date
      of issuance of $33,000 ($0.22 per share) and are being charged to operations
      as
      general and administrative expense over the three-year period commencing March
      13, 2006. During the three months and six months ended June 30, 2007, 12,500
      shares and 25,000 shares of common stock had vested, respectively, as a result
      of which $2,750 and $5,500, respectively, was charged to
      operations.




18




During
      March 2006, the Company issued 500,000 shares of common stock pursuant to a
      new
      three-year employment agreement with its President and Chief Executive Officer.
      The 500,000 shares of common stock had a fair market value on the date of
      issuance of $110,000 ($0.22 per share) and are being charged to operations
      as
      general and administrative expense over the three-year period commencing March
      1, 2006. During the three months and six months ended June 30, 2007, 41,667
      shares and 83,334 shares of common stock had vested, respectively, as a result
      of which $9,166 and $18,332, respectively, was charged to
      operations.




During
      April 2006, the Company entered into a consulting agreement for investor
      relations and strategic planning services.  The Company issued 50,000
      shares of common stock, which were recorded at their fair value of $16,000
      ($0.32 per share) and were charged to operations during the three months and
      six
      months ended June 30, 2006.




On
      April
      19, 2006, the Company extended the expiration date of a stock option to purchase
      150,000 shares of common stock held by Kimberly Simon, its Chief Operating
      Officer.  The expiration date was extended from June 5, 2006 to June 5,
      2009.  The fair value of such stock option of $49,500, as calculated
      pursuant to the Black-Scholes option-pricing model, was credited to additional
      paid-in capital and was charged to operations during the three months and six
      months ended June 30, 2006.




On
      April
      25, 2006, the Company issued 10,000 shares of common stock to a consultant
      for
      investor relation services, which were recorded at their fair value of $3,400
      ($0.34 per share) and were charged to operations during the three months and
      six
      months ended June 30, 2006.




On
      June
      5, 2006, a former employee exercised a previously issued stock option for 60,000
      shares of common stock with an exercise price of $0.15 per share.  The
      stock option was exercised on a cashless basis.  Accordingly, the aggregate
      exercise price of $9,000 was paid through the surrender and cancellation of
      13,235 shares with a fair market value on the date of exercise of $0.68 per
      share, which resulted in the issuance of 46,765 shares of common stock.




On
      June
      12, 2006, the Company issued 400,000 shares of common stock upon the exercise
      of
      a previously issued warrant at an exercise price of $0.10 per share and received
      cash proceeds of $40,000.




During
      the three months ended June 30, 2006, the Company raised additional equity
      capital through the sale of units in a private placement to accredited investors
      at $0.25 per unit, with each unit consisting of one share of restricted common
      stock and a warrant to purchase one-half share of common stock, exercisable
      at
      $0.50 per share for a period of 24 months. The shares and warrants have limited
      piggyback registration rights.  The Company sold 2,480,000 units and
      received gross cash proceeds of $620,000, as a result of which the Company
      issued 2,480,000 shares of common stock and 1,240,000 warrants.  The
      Company paid a cash finder’s fee of $17,000 to Gang Consulting with respect to
      such equity offering, which was recorded as a reduction to additional paid-in
      capital during the three months ended June 30, 2006, as a result of which net
      cash proceeds from the private placement through June 30, 2006 were $603,000.
      At
      December 31, 2006, the net proceeds from this private placement totaled
      $1,003,000.




On
      June
      30, 2005, the Company entered into a three-month consulting agreement with
      Wall
      Streets Inside Reporter, Inc. for marketing and strategic planning services,
      which provided for a monthly cash payment of $5,000 and the issuance of 140,000
      shares of common stock.  The shares of common stock have piggyback
      registration rights.  The aggregate fair market value of such shares of
      $35,000 was reflected as deferred compensation in the stockholders’ equity
      section of the Company’s consolidated balance sheet.  The parties agreed
      that the services to be rendered pursuant to the consulting agreement would
      be
      provided beginning when the Company’s registration statement had been declared
      effective by the SEC.  Accordingly, the $35,000 was charged to operations
      over the three-month period commencing February 13, 2006 (the date that the
      Company’s registration statement was declared effective by the SEC) and ending
      May 13, 2006.




Three
      Months and Six Months Ended June 30, 2007:





On
      February 9, 2007, the Company filed with the Securities and Exchange Commission
      a registration statement on Form S-8 for the purpose of registering 1,000,000
      shares of common stock, of which 430,000 shares relate to the proposed resale
      of
      previously issued shares of restricted common stock. The remaining 570,000
      shares have been allocated to establish the 2007 Equity Incentive Plan, the
      purpose of which is to provide incentives to attract, retain and motivate
      eligible persons whose present and potential contributions are important to
      the
      success of the Company by offering them an opportunity to participate in the
      Company’s future performance through awards of options, the right to purchase
      common stock and stock bonuses. The Company is in compliance with all existing
      registration statement obligations.




19




During
      the six months ended June 30, 2007, the Company issued 380,000 shares of common
      stock to outside consultants valued at prices ranging from $3.75 per share
      to
      $5.70 per share, with an aggregate market value of $1,922,500. The shares were
      recorded at their fair market value, which was determined based on the closing
      market price of the common stock at the date of the respective agreement, and
      which was charged to operations as general and administrative expense in the
      amounts of $1,545,624 and $1,922,500 during the three months and six months
      ended June 30, 2007, respectively. 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 and six months ended June 30, 2007, 37,500
      shares and 75,000 shares of common stock had vested, respectively, and were
      recorded at their approximate fair market value, as adjusted monthly, of
      $208,124 and $370,000, respectively, and which were charged to operations as
      general and administrative expense.





During
      the six months ended June 30, 2007, the Company issued 108,334 shares of common
      stock to officers valued at $23,832 as follows:





(1)
      On
      March 13, 2006, the Company issued 150,000 shares of common stock to Kimberly
      Simon, its Chief Operating Officer. The shares of common stock are subject
      to
      pro rata forfeiture over a three-year period if Ms. Simon ceases to be employed
      by the Company. The 150,000 shares of common stock had a fair market value
      on
      the date of issuance of $33,000 ($0.22 per share) and are being charged to
      operations as general and administrative expense over the three-year period
      commencing March 13, 2006. During the three months and six months ended June
      30,
      2007, 12,500 shares and 25,000 shares of common stock had vested, respectively,
      as a result of which $2,750 and $5,500, respectively, was charged to operations.





(2)
      During March 2006, the Company issued 500,000 shares of common stock pursuant
      to
      a new three-year employment agreement with its President and Chief Executive
      Officer. The 500,000 shares of common stock had a fair market value on the
      date
      of issuance of $110,000 ($0.22 per share) and are being charged to operations
      as
      general and administrative expense over the three-year period commencing March
      1, 2006. During the three months and six months ended June 30, 2007, 41,667
      and
      83,334 shares of common stock had vested, respectively, as a result of which
      $9,166 and $18,332, respectively, was charged to operations.





During
      the six months ended June 30, 2007, the Company issued 637,342 shares of common
      stock upon the exercise of warrants to acquire 659,796 shares of common stock
      for total proceeds of $148,500 as follows:





(1)
      On
      February 2, 2007, Mitch Francis, the Company’s President and Chief Executive
      Officer, exercised (on a cashless basis) a previously issued warrant for 109,796
      shares of common stock with an exercise price of $0.13 per share. Accordingly,
      the aggregate exercise price of $14,273 was paid through the surrender and
      cancellation of 3,005 shares of common stock with a fair market value on the
      date of exercise of $4.75 per share, which resulted in the issuance of 106,791
      shares of common stock.





(2)
      On
      March 19, 2007, an accredited investor exercised (on a cashless basis) a
      previously issued warrant for 20,000 shares of common stock with an exercise
      price of $0.50 per share. Accordingly, the aggregate exercise price of $10,000
      was paid through the surrender and cancellation of 2,500 shares of common stock
      with a fair market value on the date of exercise of $4.00 per share, which
      resulted in the issuance of 17,500 shares of common stock.




(3)
        On
        June 27, 2007, an accredited investor exercised (on a cashless basis) a
        previously issued warrant for 200,000 shares of common stock with an exercise
        price of $0.50 per share. Accordingly, the aggregate exercise price of $100,000
        was paid through the surrender and cancellation of 16,949 shares of common
        stock
        with a fair market value on the date of exercise of $5.90 per share, which
        resulted in the issuance of 183,051 shares of common stock.




(4)
      During the six months ended June 30, 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.




20




During
      the six months ended June 30, 2007, the Company granted options valued in the
      amount of $76,100 as follows:





(1)
      On
      March 12, 2007, the Company granted to Sam Georges, a newly-appointed
      non-officer director of the Company, a non-plan option to acquire 10,000 shares
      of common stock exercisable at $4.00 per share for a period of five years,
      which
      was fully vested at issuance. The fair value of such stock option of $30,800,
      as
      calculated pursuant to the Black-Scholes option-pricing model, was charged
      to
      operations as general and administrative expense during the six months ended
      June 30, 2007. The assumptions used in the Black-Scholes option pricing model
      to
      calculate the fair value of the option were as follows:





Stock
                price on date of grant
            
            $
            4.00Risk-free
                interest rate
            
            
            5.00
            %Volatility
            
            
            100.4
            %Dividend
                yield
            
            
            0
            %Weighted
                average expected life (years)
            
            
            5.00Weighted
                average fair value of option
            
            $
            3.08





(2)
      On
      June 7, 2007, the Company granted to Andy Pells, a director of the Company,
      an
      option to purchase 10,000 shares of common stock exercisable at $4.60 per share
      for a period of five years, which was fully vested at issuance. The fair value
      of such option of $45,300, as calculated pursuant to the Black-Scholes
      option-pricing model, was charged to operations as general and administrative
      expense during the three months ended June 30, 2007. The assumptions used in
      the
      Black-Scholes option-pricing model to calculate the fair value of the option
      were as follows:





Stock
                price on date of grant
            
            $
            5.70Risk-free
                interest rate
            
            
            5.00
            %Volatility
            
            
            100.4
            %Dividend
                yield
            
            
            0
            %Weighted
                average expected life (years)
            
            
            5.00Weighted
                average fair value of option
            
            $
            4.53





On
      May 5,
      2007, the Company granted to a consultant a warrant to purchase 1,000,000 shares
      of common stock exercisable at $5.35 per share for a period of three years,
      which was fully vested at issuance. The fair value of such warrant of
      $3,440,000, as calculated pursuant to the Black-Scholes option-pricing model,
      was charged to operations as general and administrative expense during the
      three
      months ended June 30, 2007. The assumptions used in the Black-Scholes
      option-pricing model to calculate the fair value of the warrant were as
      follows:





Stock
                price on date of grant
            
            $
            5.35Risk-free
                interest rate
            
            
            5.00
            %Volatility
            
            
            100.4
            %Dividend
                yield
            
            
            0
            %Weighted
                average expected life (years)
            
            
            3.00Weighted
                average fair value of option
            
            $
            3.44





On
      November 6, 2006, the Company issued options to purchase 300,000 shares of
      common stock under the 2004 Option Plan, to its newly-hired director of business
      development, Craig Stein. On each of the first three year anniversary dates
      of
      his employment, as long as Mr. Stein remains an employee of the Company, options
      to acquire 100,000 shares of common stock will be granted to Mr. Stein on each
      of November 6, 2007, November 6, 2008 and November 6, 2009, respectively, with
      per share exercise prices of $2.02, $3.00 and $4.00, respectively. The
      approximate fair value of such options, calculated pursuant to the Black-Scholes
      option-pricing model, was $906,000. The Company is amortizing the fair value
      of
      such options over 36 months, and as a result, $75,500 and $151,000 was charged
      to operations as general and administrative expense during the three months
      and
      six months ended June 30, 2007, respectively.





A
      summary
      of stock option activity under the Company’s options plans for the six months
      ended June 30, 2007 is shown below.


Number
                ofShares
              
              Weighted
                Average
                ExercisePrice
              
              Weighted
                Average
                Remaining
                ContractualLife
                  (Years)Options
                  outstanding at December 31, 2006
              
              
              451,500
              
              $
              2.05
              
              
              5.3Granted
              
              
              20,000
              
              
              4.30Exercised
              
              
              -Canceled/Expired
              
              
              -Options
                  outstanding at June 30, 2007
              
              
              471,500
              
              $
              2.14
              
              
              4.9Options
                  exercisable at June 30, 2007
              
              
              171,500
              
              $
              0.64
              
              
              2.3




21




The
      intrinsic value of exercisable but unexercised in-the-money options at June
      30,
      2007 was $868,465.





At
      June
      30, 2007, the unvested portion of the grant date fair value of stock options
      will be charged to operations over their remaining vesting periods as
      follows:





Years
                Ending December 31,2007
                (six months)
            
            $
            498,5842008
            
            
            696,8542009
            
            
            260,070Total
            
            $
            1,455,508




As
        of
        June 30, 2007, the Company had warrants outstanding to purchase 3,170,000
        shares
        of common stock at exercise prices ranging from $0.24 to $5.35 per share
        (weighted-average exercise price $2.07 per share).





7.
      Note
      Payable, Stockholder





On
      April
      24, 2007, the Company borrowed $2,000,000 from Joseph Marsh, a stockholder
      of
      the Company, pursuant to an unsecured short-term note, with interest at 8%,
      per
      annum payable monthly. The note is due on or before April 1, 2008. During the
      term of the loan, Mr. Marsh has the right to convert the loan into an investment
      in any subsequent private placement that the Company may conduct.





8.
      Common
      Stock Subscriptions





At
      June
      30, 2007, the Company was in the process of completing a private placement
      of
      its common stock and warrants to accredited investors and had received proceeds
      of $2,745,000, which have been reflected as common stock subscriptions in the
      shareholders’ equity section of the Company’s balance sheet at June 30, 2007. On
      July 31, 2007, the Company completed an interim closing of its private placement
      and raised gross proceeds of $12,564,000. Based on the purchase price of $4.75
      per share, the Company issued 2,645,053 shares of restricted common stock,
      and
      warrants to purchase 1,322,526 shares of common stock, exercisable at $5.50
      per
      share for a period of two years. It is anticipated that there will be one
      additional closing pursuant to the private placement subsequent to July 31,
      2007.





9.
      Related Party Transactions





During
      2006 and 2007, Benjamin Frankel, a director of the Company, was a principal
      in
      Frankel, LoPresti & Co., an accountancy corporation.




Effective
      March 6, 2006, the Company entered into a one-year agreement with Mr. Frankel’s
      current firm for certain business, accounting and tax advisory services to
      be
      provided by Mr. Frankel for a monthly retainer fee of $5,000 effective as of
      January 1, 2006. Other services outside the scope of this agreement are invoiced
      separately by Mr. Frankel’s firm. This agreement was approved by the Company’s
      Board of Directors.





During
      the three months ended June 30, 2007 and 2006, the Company incurred fees to
      such
      accounting firm of $0 and $25,730, respectively. During the six months ended
      June 30, 2007 and 2006, the Company incurred fees to such accounting firm of
      $20,816 and $43,536, respectively.




22




During
      the six months ended June 30, 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.





During
      the six months ended June 30, 2007, the Company purchased golf tee-times through
      a seller of Stand-By Golf Las Vegas aggregating $419,786.





At
      June
      30, 2007, the Company had amounts due from the seller of Any Event of $14,950,
      primarily for funds collected on behalf of the Company by the seller between
      March 14, 2007 and March 31, 2007.





10.
      Commitments and Contingencies





Effective
      March 1, 2006, the Company entered 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
      and
      six months ended June 30, 2007 or 2006. The agreement also provided that the
      Company issue to Mr. Francis 500,000 shares of restricted common stock within
      thirty days of March 1, 2006. The shares of common stock were issued on March
      13, 2006. The shares of common stock are subject to a prohibition on being
      traded, encumbered or otherwise transferred, which restriction lapses in equal
      annual installments on March 13, 2007, 2008 and 2009. On the occurrence of
      a
      change in control of the Company, as defined, Mr. Francis will be entitled
      to,
      among other compensation, an amount equal to five times his annual base salary
      immediately prior to the change in control event.





At
      June
      30, 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 June
      30, 2007 and December 31, 2006, there were no amounts outstanding under the
      letters of credit.





The
      Company is periodically subject to various pending and threatened legal actions
      that arise in the normal course of business.  The Company’s management
      believes that the impact of any such litigation will not have a material adverse
      impact on the Company’s financial position or results of
      operations.




11.
      Income Taxes





At
      December 31, 2006, the Company had Federal net operating loss carry-forwards
      of
      approximately $10,000,000 expiring beginning in 2010 in varying amounts through
      2025 and California state net operating loss carry-forwards of approximately
      $700,000 expiring beginning in 2013 in varying amounts through 2015.





SFAS
      No.
      109 requires that a valuation allowance be established when it is more likely
      than not that all or a portion of deferred tax assets will not be realized.
      Due
      to restrictions imposed by Internal Revenue Code Section 382 regarding
      substantial changes in ownership of companies with loss carry-forwards, the
      utilization of the Company’s net operating loss carry-forwards will likely be
      limited as a result of cumulative changes in stock ownership. As such, the
      Company recorded a 100% valuation allowance against its net deferred tax assets
      at June 30, 2007 and December 31, 2006.





As
      a
      result of the Company’s significant operating loss carry-forwards and the
      corresponding valuation allowance, no income tax benefit has been recorded
      at
      June 30, 2007 or December 31, 2006. The provision for income taxes using the
      statutory federal tax rate as compared to the Company’s effective tax rate is
      summarized as follows:





Three
                Months and
              Six
                Months Ended June 30,2007
            
            2006Tax
                benefit at statutory rate
            
            
            (35
            )%
            
            (35
            )%Adjustments
                to change in valuation allowance
            
            
            35
            
            
            35Effective
                tax rate
            
            
            -
            %
            
            -
            %




23




12.
      Subsequent Events




Effective
      July 5, 2007, in connection with a consulting agreement for investor relation
      services, the Company issued 200,000 shares of common stock.





On
      July
      31, 2007, the Company completed an interim closing of the private placement
      and
      raised $12,564,000 in gross proceeds. Based on the purchase price of $4.75
      per
      share, the Company issued 2,645,053 shares of restricted common stock, and
      warrants to purchase 1,322,526 shares of common stock, exercisable at $5.50
      per
      share for a period of two years. It is anticipated that there will be one
      additional closing pursuant to the private placement subsequent to July 31,
      2007.





Effective
      August 7, 2007, the Company entered into an Asset Purchase Agreement (the “Asset
      Purchase Agreement”) with Exhibit Merchandising LLC, an Ohio limited liability
      company (“EM”), and the members of EM (the “Members”), pursuant to which the
      Company agreed to purchase substantially all of the assets of EM (the “Purchased
      Assets”). The purchase price for the assets was $11,450,000 in cash and
      5,000,000 shares of the Company’s restricted common stock. The Company also
      agreed to assume certain liabilities of EM. The closing of the acquisition
      (the
“Closing”) occurred on August 8, 2007. The Purchased Assets were acquired
      by Exhibit Merchandising LLC, a newly-formed Nevada limited liability company
      wholly-owned by the Company (“EM Nevada”).




In
      connection with the Asset Purchase Agreement, the Company has entered into
      an
      employment agreement with Curtis Bechdel (the “Employment Agreement”) pursuant
      to which he will serve as Vice President, Operations, of EM Nevada for a
      three-year term, subject to extension. Mr. Bechdel will receive an initial
      base salary of $160,000 per year, an annual bonus to be determined and stock
      options to purchase 25,000 shares as of the closing date of the acquisition
      and
      on each anniversary thereof. The Company also entered into a two-year consulting
      agreement with Lee Marshall (the “Consulting Agreement”), pursuant to which
      Mr. Marshall agreed to act as a member of the Company’s transition,
      assimilation and operating team relating to the assets of EM and the operation
      of the business relating to the Purchased Assets. For his services, the Company
      agreed to pay Mr. Marshall 100,000 shares of the Company’s restricted
      common stock.




As
      a
      condition to the Closing, the Company entered into a voting agreement with
      Joseph Marsh, a stockholder of the Company prior to the Closing, pursuant to
      which, for a period of four years, Mr. Marsh granted the Company, through
      its board of directors, the right to vote all of his shares of common stock,
      including the shares acquired pursuant to the Asset Purchase Agreement,
      aggregating 3,524,627 shares.




Mr.
      Marsh
      was a shareholder and a noteholder (see Note 7) of the Company
      immediately prior to the completion of this transaction.





EM,
      based
      in Streetsboro, Ohio, is engaged in the business of product merchandise
      development and sales related to museum exhibits, including the King Tutankhamen
      and Real Pirates tours. EM sells themed souvenir posters, memorabilia and
      collector’s items in specialty stores set up for the duration of the tours’
presence at a particular museum.




24




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. These four
      ticketing locations are in leased facilities. The Company also maintains
      administrative offices for Tix4Tonight in Las Vegas, Nevada, which is also
      a
      leased facility.





During
      the three months ended September 30, 2006, as an adjunct to its Las Vegas show
      ticketing business, the Company launched its Tix4Dinner operations from the
      same
      locations as the sale of discount show tickets. Tix4Dinner offers reservations
      for discounted dinners at various restaurants on the Las Vegas strip, with
      dining at specific times on the same day as the reservation.





On
      December 1, 2006, the Company introduced its Tix4Stand-byGolf discount golf
      reservation business through the acquisition of Stand-By Golf Las Vegas.
      Stand-By Golf Las Vegas has operated in the Las Vegas area for approximately
      ten
      years, offering tee-time bookings to approximately 30 area golf courses at
      significant discounts. The Company markets its golf offerings at its four Las
      Vegas ticketing facilities, online and at its Las Vegas office.





On
      March
      14, 2007, the Company acquired Any Event, an online ticket broker. This
      acquisition was instrumental in establishing the Company in the online and
      offline premium ticketing business for sporting events, concerts and other
      cultural events throughout the United States. Tickets are generally sold at
      a
      premium over face value. The Company operates Any Event from its offices in
      Las
      Vegas, Nevada. In June 2007, the Company closed the Any Event office in
      Cleveland, Ohio.





Recent
      Developments:





Subsequent
      to June 30, 2007, the Company entered into the following significant
      transactions:





On
      July
      31, 2007, the Company completed an interim closing of its private placement
      and
      raised $12,564,000 in gross proceeds. Based on the purchase price of $4.75
      per
      share, the Company issued 2,645,053 shares of restricted common stock, and
      warrants to purchase 1,322,526 shares of common stock, exercisable at $5.50
      per
      share for a period of two years. It is anticipated that there will be one
      additional closing pursuant to the private placement subsequent to July 31,
      2007. The Company utilized $11,450,000 of such proceeds to fund the acquisition
      of Exhibit Merchandising LLC, as described below.





25




Effective
      August 7, 2007, the Company entered into an Asset Purchase Agreement with
      Exhibit Merchandising LLC, an Ohio limited liability company (“EM”), and the
      members of EM, pursuant to which the Company agreed to purchase substantially
      all of the assets of EM (the “Purchased Assets”). The purchase price for the
      assets was $11,450,000 in cash and 5,000,000 shares of the Company’s restricted
      common stock. The Company also agreed to assume certain liabilities of EM.
      The
      closing of the acquisition occurred on August 8, 2007. The Purchased Assets
      were acquired by Exhibit Merchandising LLC, a newly-formed Nevada limited
      liability company wholly-owned by the Company. EM, based in Streetsboro, Ohio,
      is engaged in the business of product merchandise development and sales related
      to museum exhibits, including the King Tutankhamen and Real Pirates tours.
      EM
      sells themed souvenir posters, memorabilia and collectors’ items in specialty
      stores setup for the duration of the tours’ presence at a particular
      museum.





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 charges a commission to the show based on the face
      value of the tickets sold. The Company charges a transaction fee to the customer
      on a per-ticket basis. With certain exceptions, ticket sales are generally
      non-refundable, although same-day exchanges of previously sold tickets are
      permitted. Claims for ticket refunds, which are generally received and paid
      the
      day after the show date, are charged back to the respective shows and are
      recorded as a reduction to the Company’s commissions and fees at the time that
      such refunds are processed. The Company does not have accounts receivable
      associated with its sales transactions, as payment is collected at the time
      of
      sale.





Tix4Dinner
      recognizes as revenue the transaction fees earned from the booking of dinner
      reservations at the time that the reservations are made. Tix4Dinner charges
      the
      customer a fee to book the reservation. The Company currently does not have
      accounts receivable or accounts payable associated with the Tix4Dinner
      operations, as the Company collects the transaction fee at the time that the
      reservation is made, and the dinner payment is collected directly by the
      restaurant.





Tix4Stand-byGolf
      recognizes as revenue the difference between how much it charges its customers
      for tee-times and how much it pays golf courses for tee-times. The revenue
      per
      tee-time, as well as the cost per tee-time, varies, depending on the
      desirability of the golf course and tee-time, weather, time of year and several
      other factors. Revenue per tee-time is significantly higher when tee-times
      are
      guaranteed or pre-bought in large quantities. These guarantees or pre-buys
      are
      being provided by the former owners of Stand-By Golf Las Vegas in accordance
      with the terms of the purchase agreement. Tix4Stand-byGolf only pays the former
      owners for tee-times actually sold to customers, at their actual cost, and
      does
      not provide any advance payments. This arrangement can be terminated at any
      time
      by the Company without obligation. Although tee-times are generally sold the
      day
      before or the day of the tee-time, , tee-times may be booked in advance. Revenue
      is not recognized until the day of the tee-time. The Company does not have
      any
      accounts receivable associated with this business, as all transactions are
      done
      by credit card.





Any
      Event
      recognizes as revenue the gross amount from the sale of tickets that it owns.
      Any Event bears the risk of economic loss if the tickets are not sold by the
      date that the event is scheduled to occur. Revenue is considered earned when
      the
      related event has occurred. Refunds are only issued if the event is canceled
      or
      postponed. Payments for such ticket sales received prior to the event are
      recorded as deferred revenue. Any Event does not have any accounts receivable
      associated with sales transactions to individual customers, as payment is
      collected at the time of sale. However, sales transactions with other ticket
      brokers may be conducted on a credit basis, which could generate accounts
      receivable.





26




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.





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.





27




Management
      does not believe that any other recently issued, but not yet effective,
      accounting standards, if currently adopted, would have a material effect on
      the
      Company's financial statements.





Results
      of Operations - Three Months Ended June 30, 2007 and 2006:





Revenues.
      Total revenues were $4,711,732 for the three months ended June 30, 2007, as
      compared to $1,292,497 for the three months ended June 30, 2006, an increase
      of
      $3,419,235 or 264.5%. Revenues from ticket commissions and fees were $2,199,038
      for the three months ended June 30, 2007, as compared to $1,292,497 for the
      three months ended June 30, 2006, an increase of $906,541 or 70.1%. 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 160,718 discounted show tickets during the three
      months ended June 30, 2007, as compared to 138,888 discounted show tickets
      during the three months ended June 30, 2006, an increase of 21,830 tickets
      or
      15.7%. Commissions and fees were earned on the gross sales value of discounted
      show tickets sold to customers of $7,734,869 for the three months ended June
      30,
      2007, as compared to $5,353,521 for the three months ended June 30, 2006, an
      increase of $2,381,348 or 44.5%. The Company expects that revenues from premium
      event tickets will be a significant component of revenues in the future. Revenue
      from premium ticket events was $2,405,418 for the three months ended June 30,
      2007. Due to the acquisition of Any Event in March 2007, there were no
      comparable revenues for the three months ended June 30, 2006. All revenues
      for
      the three months ended June 30, 2006 consisted of ticket commissions and fees
      related to the sale of discounted show tickets.





Revenues
      by category for the three months ended June 30, 2007 were as
      follows:


Discounted
                  show tickets
              
              $
              2,199,038Discounted
                  golf reservations
              
              
              54,921Premium
                  event tickets
              
              
              2,405,418Dinner
                  reservations
              
              
              52,355$
              4,711,732


Direct
      Costs of Revenues. Direct costs of revenues were $2,909,777 for the three months
      ended June 30, 2007, as compared to $498,350 for the three months ended June
      30,
      2006, an increase of $2,411,427 or 483.9%. Direct costs of revenues were 61.8%
      of revenues in 2007, as compared to 38.6% of revenues in 2006, primarily as
      a
      result of increased costs associated with premium event tickets. Direct costs
      of
      revenue consist of the cost of tickets associated with premium event tickets,
      rent at all Las Vegas locations, and employee costs related to the Company’s
      discount ticketing operations in Las Vegas.





Selling
      and Marketing Expenses. Selling and marketing expenses were $305,573 for the
      three months ended June 30, 2007, as compared to $142,775 for the three months
      ended June 30, 2006, an increase of $162,798 or 114%. Selling and marketing
      expenses decreased to 6.5% of revenues for the three months ended June 30,
      2007,
      as compared to 11.0% of revenues for the three months ended June 30, 2006,
      as a
      result of increased revenues associated with premium event tickets. Selling
      and
      marketing expenses increased in 2007 as compared to 2006 on an absolute basis
      as
      a result of efforts by the Company to increase the exposure of its business
      activities in the marketplace through additional magazine and internet
      advertising.





Included
      in selling and marketing expenses is depreciation and amortization for the
      three
      months ended June 30, 2007 and 2006 of $120,139 and $39,735, respectively.
      The
      increase in depreciation and amortization in 2007 as compared to 2006 is
      primarily the result of an increase in property and equipment acquired to
      support the Company’s Las Vegas operations and the amortization of marketing
      related intangible assets acquired in conjunction with the acquisitions of
      Stand-By Golf Las Vegas and Any Event.





Selling
      and marketing expenses include advertising and promotional costs related to
      the
      Company’s business activities. The Company expects selling and marketing
      expenses to increase significantly in future periods as a result of the Company
      increasing its efforts to advertise and promote its dinner and golf reservation
      operations and to expand the sales of tickets through Any Event.





28




General
      and Administrative Expenses. General and administrative expenses were $7,662,062
      for the three months ended June 30, 2007, as compared to $556,674 for the three
      months ended June 30, 2006, an increase of $7,105,388 or 1,276.4%, primarily
      as
      a result of increases in stock-based compensation, consulting fees, merchant
      fees and corporate staffing costs. Included in general and administrative
      expenses were non-cash stock-based consulting and advisory fees and compensation
      costs of $5,118,341 for the three months ended June 30, 2007 (including $57,216
      to officers and directors), as compared to $114,317 for the three months ended
      June 30, 2006 (including $61,147 to
      officers and directors).  General
        and administrative expenses for the three months ended June 30, 2007 included
        consulting fees aggregating $6,444,167 relating to two business development
        consulting agreements entered into during the period, consisting of the fair
        value of stock-based consideration (warrants and common stock) of $4,777,500
        and
        cash fees of $1,666,667. Since all of the consideration paid was non-refundable
        and deemed fully earned or fully vested, as applicable, upon execution of
        the
        agreements, the full amount of the consideration paid under such agreements
        was
        charged to operations during the three months ended June 30, 2007. The Company
        expects to receive benefit from these agreements in future periods, although
        the
        timing and amount is uncertain and cannot be predicted.
  As
        a
        result of the aforementioned factors, general and administrative expenses
        increased to 162.6% of revenues for the three months ended June 30, 2007,
        as
        compared to 43.1% of revenues for the three months ended June 30, 2006.




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





Income
      (Loss) from Operations. As a result of the aforementioned factors, the loss
      from
      operations was $6,165,680 for the three months ended June 30, 2007, as compared
      to income from operations of $94,698 for the three months ended June 30,
      2006.





Interest
      Income. Interest income was $4,415 for the three months ended June 30, 2007
      as
      compared to $535 for the three months ended June 30, 2006, as a result of higher
      average cash balances in 2007 as compared to 2006.





Other
      Income. Other income was $4,183 for the three months ended June 30, 2007, as
      compared to $35,974 for the three months ended June 30, 2006. Other income
      for
      the three months ended June 30, 2006 consisted primarily of an accrued liability
      originally recorded at December 31, 2005 with respect to a potential claim
      from
      a supplier which was reversed at June 30, 2006.





Interest
      Expense. Interest expense was $39,329 for the three months ended June 30, 2007,
      as compared to $90,950 for the three months ended June 30, 2006, a decrease
      of
      $51,621, primarily as a result of the repayment of debentures and notes payable
      in 2006.





Net
      Income (Loss). As a result of the aforementioned factors, net loss was
      $6,196,411 for the three months ended June 30, 2007, as compared to net income
      of $40,257 for the three months ended June 30, 2006.





Results
      of Operations - Six Months Ended June 30, 2007 and 2006:





Revenues.
      Total revenues were $6,458,895 for the six months ended June 30, 2007, as
      compared to $2,328,217 for the six months ended June 30, 2006, an increase
      of
      $4,130,678 or 177.4%. Revenues from ticket commissions and fees were $3,789,302
      for the six months ended June 30, 2007, as compared to $2,328,217 for the six
      months ended June 30, 2006, an increase of $1,461,085 or 62.8%. 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 311,024 discounted show tickets during the six
      months ended June 30, 2007, as compared to 256,344 discounted show tickets
      during the six months ended June 30, 2006, an increase of 54,680 tickets or
      21.4%. Commissions and fees were earned on the gross sales value of discounted
      show tickets sold to customers of $15,179,327 for the six months ended June
      30,
      2007, as compared to $9,518,042 for the six months ended June 30, 2006, an
      increase of $5,661,285 or 59.5%. The Company expects that revenues from premium
      event tickets will be a significant component of revenues in the future. Revenue
      from premium ticket events was $2,455,538 for the six months ended June 30,
      2007. Due to the acquisition of Any Event in March 2007, there was no comparable
      revenue for the six months ended June 30, 2006. All revenues for the six months
      ended June 30, 2006 consisted of ticket commissions and fees related to the
      sale
      of discounted show tickets.





29


Revenues
      by category for the six months ended June 30, 2007 were as follows:


Discounted
                  show tickets
              
              $
              3,789,302Discounted
                  golf reservations
              
              
              122,150Premium
                  event tickets
              
              
              2,455,538Dinner
                  reservations
              
              
              91,905$
              6,458,895




Direct
      Costs of Revenues. Direct costs of revenues were $3,624,226 for the six months
      ended June 30, 2007, as compared to $953,383 for the six months ended June
      30,
      2006, an increase of $2,670,843 or 280.1%. Direct costs of revenues increased
      to
      56.1 % of revenues in 2007, as compared to 40.9 % of revenues in 2006, primarily
      as a result of increased costs associated with premium event tickets. Direct
      costs of revenue consist of the cost of tickets associated with premium event
      tickets, rent at all Las Vegas locations, and employee costs related to the
      Company’s discount ticketing operations in Las Vegas.





Selling
      and Marketing Expenses. Selling and marketing expenses were $560,980 for the
      six
      months ended June 30, 2007, as compared to $274,250 for the six months ended
      June 30, 2006, an increase of $286,730 or 104.6%. Selling and marketing expenses
      decreased to 8.7% of revenues for the six months ended June 30, 2007, as
      compared to 11.8 % of revenues for the six months ended June 30, 2006, as a
      result of increased revenues associated with premium event tickets. Selling
      and
      marketing expense increased in 2007 as compared to 2006 on an absolute basis
      as
      a result of efforts by the Company to increase the exposure of its business
      activities in the marketplace through additional magazine and internet
      advertising.





Included
      in selling and marketing expenses is depreciation and amortization for the
      six
      months ended June 30, 2007 and 2006 of $184,022 and $77,905, respectively.
      The
      increase in depreciation and amortization in 2007 as compared to 2006 is
      primarily the result of an increase in property and equipment acquired to
      support the Company’s Las Vegas operations and the amortization of marketing
      related intangible assets acquired in conjunction with the acquisitions of
      Stand-By Golf Las Vegas and Any Event.





Selling
      and marketing expenses include advertising and promotional costs related to
      the
      Company’s business activities. The Company expects selling and marketing
      expenses to increase significantly in future periods as a result of the Company
      increasing its efforts to advertise and promote its dinner and golf reservation
      operations and to expand the sales of tickets through Any Event.





General
      and Administrative Expenses. General and administrative expenses were $8,710,146
      for the six months ended June 30, 2007, as compared to $1,119,908 for the six
      months ended June 30, 2006, an increase of $7,590,238 or 677.8%, primarily
      as a
      result of increases in stock-based compensation, consulting fees, merchant
      fees
      and corporate staffing costs. Included in general and administrative expenses
      were non-cash stock-based consulting and advisory fees and compensation costs
      of
      $5,613,433 for the six months ended June 30, 2007 (including $99,932 to officers
      and directors), as compared to $244,231 for the six months ended June 30, 2006
      (including $141,930 to officers and directors).


General
        and administrative expenses for the six months ended June 30, 2007 included
        consulting fees aggregating $6,444,167 relating to two business development
        consulting agreements entered into during the period, consisting of the fair
        value of stock-based consideration (warrants and common stock) of $4,777,500
        and
        cash fees of $1,666,667. Since all of the consideration paid was non-refundable
        and deemed fully earned or fully vested, as applicable, upon execution of
        the
        agreements, the full amount of the consideration paid under such agreements
        was
        charged to operations during the six months ended June 30, 2007. The Company
        expects to receive benefit from these agreements in future periods, although
        the
        timing and amount is uncertain and cannot be predicted.




As a
      result of the aforementioned factors, general and administrative expenses
      increased to 134.9% of revenues for the six months ended June 30, 2007, as
      compared to 48.1% of revenues for the six months ended June 30, 2006.




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





Merger
      Integration Cost Related to Any Event. Effective March 14, 2007, the Company
      engaged Timothy Bordonaro, the former president of the immediate predecessor
      to
      Any Event, as a consultant for a period of 90 days to assist the Company to
      integrate and transition the business and assets purchased from Any Event.
      As
      consideration for Mr. Bordonaro’s services, the Company paid Mr. Bordonaro
      $150,000 in cash and issued him 25,000 shares of restricted common stock valued
      at $4.00 per share (aggregate value $100,000), which approximated market value
      on the date of issuance. The aggregate value of such consideration of $250,000
      was charged to operations as merger integration cost during the six months
      ended
      June 30, 2007.





30




Loss
      from
      Operations. As a result of the aforementioned factors, the loss from operations
      was $6,686,457 for the six months ended June 30, 2007, as compared to a loss
      from operations of $19,324 for the six months ended June 30, 2006.





Interest
      Income. Interest income was $11,913 for the six months ended June 30, 2007,
      as
      compared to $535 for the six months ended June 30, 2006, as a result of higher
      average cash balances in 2007 as compared to 2006.





Other
      Income. Other income was $4,183 for the six months ended June 30, 2007, as
      compared to $42,641 for the six months ended June 30, 2006. Other income for
      the
      six months ended June 30, 2006 consisted primarily of an accrued liability
      originally recorded at December 31, 2005 with respect to a potential claim
      from
      a supplier which was reversed at June 30, 2006.





Interest
      Expense. Interest expense was $46,014 for the six months ended June 30, 2007,
      as
      compared to $242,227 for the six months ended June 30, 2006, a decrease of
      $196,213, 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 $6,716,375 for the
      six
      months ended June 30, 2007, as compared to a net loss of $218,375 for the six
      months ended June 30, 2006.





Liquidity
      and Capital Resources - June 30, 2007:





During
      the last few years, the Company has relied on the proceeds from the sale of
      its
      debt and equity securities, capital leases, and loans from both unrelated and
      related parties to provide the resources necessary to fund and operate its
      business activities.





During
      the year ended December 31, 2006, the Company’s operations experienced
      consistent growth, which trends continued during the six months ended June
      30,
      2007. Based on the Company’s operating trends and its current cash resources,
      both internal and external, the Company believes that it has sufficient working
      capital resources to fund its cash requirements for the foreseeable future.
      During 2007, as described below, the Company has raised significant amounts
      of
      debt and equity capital from both related and unrelated parties to support
      the
      growth of its existing operations and to fund the acquisition of new business
      opportunities, as follows:





Effective
      March 14, 2007, the Company entered into an Asset Purchase Agreement (the
“Agreement”) with John’s Tickets, LLC, an Ohio limited liability company dba Any
      Event Tickets (“Any Event”). Any Event is a national event ticket broker located
      in Las Vegas, Nevada that sells tickets for sporting events, concerts, tours
      and
      theater. Pursuant to the Agreement, the Company purchased the domain name
“http://anyevent.com”, the contents of the website “http://anyevent.com”, the
      inventory of sporting events, concerts and tours, and theatre tickets
      outstanding as of the date of the Agreement, the phone number 1-800-ANYEVENT,
      and all existing contracts by and between Any Event and other existing box
      offices, theatres and brokers, pursuant to which Any Event acquires its ticket
      inventory. In consideration for the assets purchased under the Agreement, the
      Company paid $300,000 in cash and issued 137,500 shares of restricted common
      stock valued at $4.00 per share (aggregate value $550,000), which approximated
      market value on the date of issuance, for total purchase consideration of
      $850,000. Additionally, the Company paid $96,324 for the actual costs of the
      ticket inventory based on a post-closing audit.





Effective
      August 7, 2007, the Company entered into an Asset Purchase Agreement with
      Exhibit Merchandising LLC, an Ohio limited liability company (“EM”), and the
      members of EM, pursuant to which the Company agreed to purchase substantially
      all of the assets of EM (the “Purchased Assets”). The purchase price for the
      assets was $11,450,000 in cash and 5,000,000 shares of the Company’s restricted
      common stock. The Company also agreed to assume certain liabilities of EM.
      The
      closing of the acquisition occurred on August 8, 2007. The Purchased Assets
      were acquired by Exhibit Merchandising LLC, a newly-formed Nevada limited
      liability company wholly-owned by the Company. EM, based in Streetsboro, Ohio,
      is engaged in the business of product merchandise development and sales related
      to museum exhibits, including the King Tutankhamen and Real Pirates tours.
      EM
      sells themed souvenir posters, memorabilia and collectors’ items in specialty
      stores setup for the duration of the tours’ presence at a particular
      museum.





31




Operating
      Activities. Operating activities utilized cash of $2,624,333 during the six
      months ended June 30, 2007, as compared to providing cash of $308,836 during
      the
      six months ended June 30, 2006, primarily as a result of the payment of cash
      consulting fees of $1,666,667 and cash utilized to support increases in accounts
      receivable, ticket inventory and prepaid expenses, and to reduce accounts
      payable and accrued expenses. At June 30, 2007, the Company had cash of
      $3,594,886 as compared to cash of $1,943,532 at December 31, 2006.





The
      Company had working capital of $1,451,510 at June 30, 2007, as compared to
      working capital of $44,547 at December 31, 2006.





Investing
      Activities. For the six months ended June 30, 2007, investing activities
      utilized net cash of $590,964, consisting of the purchases of property and
      equipment of $194,640, the purchase of ticket inventory from Any Event of
      $96,324, and the acquisition of Any Event of $300,000. For the six months ended
      June 30, 2006, investing activities utilized cash of $39,230 for the purchases
      of property and equipment.





Financing
      Activities. For the six months ended June 30, 2007, financing activities
      provided net cash of $4,866,651, consisting of the net proceeds from a note
      payable of $2,000,000 (as described below), proceeds from common stock
      subscriptions of $2,745,000 (as described below), and proceeds from exercise
      of
      options and warrants of $148,500, reduced by payments on capital lease
      obligations of $26,849. For the six months ended June 30, 2006, financing
      activities provided net cash of $243,390, consisting of the net proceeds from
      sale of common stock and warrants of $603,00 and net proceeds from exercise
      of
      options and warrants of $40,000, reduced by the payments on notes payable of
      $17,388, payments on capital lease obligations of $45,555, and principal
      payments on convertible debentures of $336,667.





On
      April
      24, 2007, the Company borrowed $2,000,000 from Joseph Marsh, a stockholder
      of
      the Company, pursuant to an unsecured short-term note, with interest at 8%
      per
      annum, payable monthly. The note is due on or before April 1, 2008. During
      the
      term of the loan, Mr. Marsh has the right to convert the loan into an investment
      in any subsequent private placement that the Company may conduct.





At
      June
      30, 2007, the Company was in the process of completing a private placement
      of
      its common stock and warrants to accredited investors and had received proceeds
      of $2,745,000. On July 31, 2007, the Company completed an interim closing of
      its
      private placement and raised gross proceeds of $12,564,000, which were utilized
      to fund the acquisition of Exhibit Merchandising LLC, as described above.





Principal
      Commitments:





At
      June
      30, 2007, the Company did not have any material commitments for capital
      expenditures.





The
      Company’s principal commitments for the next five fiscal year periods consisted
      of contractual commitments as summarized below. The information shown below
      does
      not include the acquisition of Exhibit Merchandising LLC on August 8, 2007.




Payments
                Due by Years Ending December 31,Contractual
                cash obligations
            
            Total
            
            2007
            
            2008
            
            2009
            
            2010
            
            2011(Six
                Months)Employment
                agreements (1)
            
            $
            732,093
            
            $
            188,500
            
            $
            396,800
            
            $
            133,460
            
            $
            13,333
            
            $
            —Capital
                lease obligations
            
            
            208,862
            
            
            35,847
            
            
            59,826
            
            
            55,247
            
            
            57,942
            
            
            —Note
                payable, stockholder
            
            
            2,000,000
            
            
            —
            
            
            2,000,000
            
            
            —
            
            
            —
            
            
            —Interest
                on note payable, stockholder
            
            
            133,333
            
            
            109,333
            
            
            24,000
            
            
            —
            
            
            —
            
            
            —Operating
                lease obligations
            
            
            2,947,407
            
            
            505,535
            
            
            973,618
            
            
            892,074
            
            
            488,264
            
            
            87,916Interest
                on capital lease obligations
            
            
            27,380
            
            
            4,800
            
            
            7,680
            
            
            6,100
            
            
            4,900
            
            
            3,900Total
                contractual cash obligations
            
            $
            6,049,075
            
            $
            844,015
            
            $
            3,461,924
            
            $
            1,086,881
            
            $
            564,439
            
            $
            91,816







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


32


Off-Balance
      Sheet Arrangements:





At
      June
      30, 2007, the Company did not have any transactions, obligations or
      relationships that could be considered off-balance sheet
      arrangements.





33




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 materially affected, or are reasonably likely to materially
      affect, those controls subsequent to the date of the Company’s most recent
      evaluation..





34





PART
      II.
      OTHER INFORMATION




ITEM
      1.
      LEGAL PROCEEDINGS





The
      Company is periodically subject to various pending and threatened legal actions
      that arise in the normal course of business.  The Company’s management
      believes that the impact of any such litigation will not have a material adverse
      impact on the Company’s financial position or results of
      operations.




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





On
      May 5,
      2007, the Company granted to a consultant a warrant to purchase 1,000,000 shares
      of common stock exercisable at $5.35 per share for a period of three years,
      which was fully vested at issuance. The fair value of such warrant of
      $3,440,000, as calculated pursuant to the Black-Scholes option-pricing model,
      was charged to operations as general and administrative expense during the
      three
      months ended June 30, 2007





On
      June
      7, 2007, the Company granted to Andy Pells, a director of the Company, an option
      to purchase 10,000 shares of common stock exercisable at $4.60 per share for
      a
      period of five years, which was fully vested at issuance. The fair value of
      such
      option of $45,300, as calculated pursuant to the Black-Scholes option-pricing
      model, was charged to operations as general and administrative expense during
      the three months ended June 30, 2007.





During
      the three months ended June 30, 2007, the Company issued 287,500 shares of
      common stock to outside consultants valued at prices ranging from $3.75 per
      share to $5.70 per share, with an aggregate market value of $1,545,624. The
      shares were recorded at their fair market value, which was determined based
      on
      the closing market price of the common stock at the date of the respective
      agreement, and which was charged to operations as general and administrative
      expense during the three months ended June 30, 2007. Included in the issuance
      of
      these shares are agreements with two consultants to provide strategic advisory
      services to the Company over a two-year period, which provide for each
      consultant to receive 150,000 shares of common stock vesting monthly over the
      term of the respective agreements. During the three months ended June 30, 2007,
      37,500 shares of common stock had vested and were recorded at their approximate
      fair market value, as adjusted monthly, of $161,876, and were charged to
      operations as general and administrative expense.





The
      shares of common stock, stock options and warrants issued to directors and
      consultants were issued without registration pursuant to an exemption provided
      by Section 4(2) of the Securities Act of 1933, as amended, based on certain
      representations made to the Company by the recipients.





ITEM
      3.
      DEFAULTS UPON SENIOR SECURITIES





Not
      applicable.





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





Not
      applicable.





ITEM
      5.
      OTHER INFORMATION





Not
      applicable.





35




ITEM
      6.
      EXHIBITS





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




SIGNATURES




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


TIX
                CORPORATION(Registrant)Date:
              August 18, 2007
            By:
            /s/
              MITCH FRANCISMitch
              FrancisChief
              Executive Officer and
              Chief
                Financial Officer
              (Duly
                Authorized Officer and
              Principal
                Financial Officer)




36




INDEX
      TO
      EXHIBITS




Exhibit
                  Number
              
              Description
                  of Document3.1
              
              Certificate
                  of Incorporation, as filed with the State of Delaware on April
                  6, 1993
                  (1)3.2
              
              Certificate
                  of Amendment to Certificate of Incorporation of Cinema Ride, Inc.,
                  as
                  filed with the State of Delaware on August 31, 1993 (1)3.3
              
              Certificate
                  of Amendment to Certificate of Incorporation of Cinema Ride, Inc.,
                  as
                  filed with the State of Delaware on September 16, 1996 (1)3.4
              
              Fourth
                  Amendment to Certificate of Incorporation of Cinema Ride, Inc.,
                  as filed
                  with the State of Delaware, effective March 3, 2005 (2)3.5
              
              Bylaws
                  of the Company (1)10.32
              
              Asset
                  Purchase Agreement between Tix Corporation and John’s Tickets, LLC, dba
                  Any Event Tickets, effective March 14, 2007 (3)10.33
              
              Employment
                  Agreement between Tix Corporation and John Pirample effective March
                  14,
                  2007 (3)10.34
              
              Consulting
                  Agreement between Tix Corporation and Timothy Bordonaro effective
                  March
                  14, 2007 (3)10.35
              
              Consulting
                  Agreement between Tix Corporation and Centaurus One, LLC effective
                  April
                  23, 2007 (4)10.36
              
              Amendment
                  to Consulting Agreement between Tix Corporation and Centaurus One,
                  LLC
                  dated May 3, 2007 (4)10.37
              
              Consulting
                  Agreement between Tix Corporation and Sammy’s Tickets, Inc. effective
                  April 1, 2007 (4)10.38
              
              Consulting
                  Agreement between Tix Corporation and ARD Partners, LLC effective
                  July 5,
                  2007 (4)10.39
              
              Promissory
                  Note issued by Tix Corporation to Joe Marsh dated April 24, 2007
                  (4)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.




37