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

                                   FORM 10-QSB

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

      For the Quarterly Period Ended September 30, 2004

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

      For the transition period from _________ to _________

                         Commission File Number: 0-24592

                                CINEMA RIDE, INC.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

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

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

                    Issuer's telephone number: (818) 761-1002

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


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

As of September 30, 2004, the Company had 9,626,237 shares of common stock
issued and outstanding.

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

Documents incorporated by reference:  None.

                                      -1-
<PAGE>

                      CINEMA RIDE, INC. AND SUBSIDIARIES

                                     INDEX




PART I.   FINANCIAL INFORMATION

  Item 1.  Financial Statements

      Condensed Consolidated Balance Sheets - September 30, 2004 (Unaudited)
      and December 31, 2003

      Condensed Consolidated Statements of Operations (Unaudited) - Three
      Months and Nine Months Ended September 30, 2004 and 2003

      Condensed Consolidated Statements of Cash Flows (Unaudited) - Nine
      Months Ended September 30, 2004 and 2003

      Notes to Condensed Consolidated Financial Statements (Unaudited) - Three
      Months and Nine Months Ended September 30, 2004 and 2003

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

  Item 3.  Controls and Procedures


PART II.  OTHER INFORMATION

  Item 1.  Legal Proceedings

  Item 2.  Changes in Securities, Use of Proceeds and Small Business Issuer
           Purchases of Equity Securities

  Item 3.  Defaults Upon Senior Securities

  Item 6.  Exhibits and Reports on Form 8-K


SIGNATURES

                                      -2-
<PAGE>

<TABLE>
<CAPTION>
                       Cinema Ride, Inc. and Subsidiaries
                      Condensed Consolidated Balance Sheets


                                           September 30,   December 31,
                                               2004            2003
                                           -------------   ------------
                                            (Unaudited)
<S>                                       <C>             <C>
ASSETS

Current assets:
  Cash                                    $     6,678       $   91,311
  Prepaid accounting fee to
    related party                              44,215             -
  Other current assets                          2,058           16,268
                                           ----------        ---------
Total current assets                           52,951          107,579
                                           ----------        ---------

Property and equipment:
  Office equipment and furniture              160,542          156,586
  Equipment under capital lease               141,928          141,928
  Leasehold improvements                       58,709           14,662
                                           ----------        ---------
                                              361,179          313,176

  Less accumulated depreciation              (127,479)         (81,825)
                                           ----------        ---------
                                              233,700          231,351
                                           ----------        ---------

Other assets:
  Assets related to discontinued
    operations                                    588              588
  Investment in terminated joint
    venture - Tickets2Nite                       -             462,179
  Deposits                                     70,109           30,029
                                           ----------        ---------
                                               70,697          492,796
                                           ----------        ---------
Total assets                              $   357,348       $  831,726
                                           ==========        =========
</TABLE>

                                  (continued)


                                      -3-
<PAGE>

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


                                           September 30,   December 31,
                                               2004            2003
                                           -------------   ------------
<S>                                       <C>             <C>
                                            (Unaudited)

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
  Accounts payable and accrued
    liabilities                           $   505,746      $   339,071
  Accrued officer's compensation               68,462           12,066
  Accrued interest payable, note
    payable to secured lender                 240,197          126,375
  Current portion of note
    payable to secured lender                 716,242          716,242
  Current portion of capital
    lease obligations                          44,818           40,180
  Bank line of credit                            -             174,000
  Liabilities related to
    discontinued operations                   425,157          553,552
                                           ----------       ----------
Total current liabilities                   2,000,622        1,961,486
                                           ----------       ----------

Non-current liabilities:
  Capital lease obligations,
    less current portion                       54,400           88,620
                                           ----------       ----------


Commitments and contingencies


Stockholders' deficiency:
Preferred stock, $0.01 par value -
  Authorized - 500,000 shares
  Issued - None                                  -                -
Common stock, $0.08 par value -
  Authorized - 20,000,000 shares
  Issued and Outstanding -
  9,626,237 shares and 8,515,125
  shares at September 30, 2004 and
  December 31, 2003, respectively             770,099          681,210
Additional paid-in capital                 11,469,745       10,908,983
Deferred compensation                         (20,000)         (35,000)
Accumulated deficit                       (13,917,518)     (12,773,573)
                                           ----------       ----------
Total stockholders' deficiency             (1,697,674)      (1,218,380)
                                           ----------       ----------
Total liabilities and
  stockholders' deficiency                $   357,348      $   831,726
                                           ==========       ==========
</TABLE>



     See accompanying notes to condensed consolidated financial statements.


                                      -4-
<PAGE>

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


                                                Three Months Ended September 30,
                                                --------------------------------
                                                     2004              2003
                                                  ---------         ---------
<S>                                               <C>               <C>
Commissions and fees on gross
  ticket sales of $1,572,679                      $ 407,724         $   -
                                                    -------           -------

Costs and expenses:
  Direct costs of revenues                          226,823             -
  Selling and marketing expenses                    106,483             -
  General and administrative expenses,
    including non-cash compensation
    expense of $112,901 in 2004 and
    $119,617 in 2003                                424,588           245,926
  Depreciation and amortization                      15,294               630
  Start-up costs of Tickets2Nite
    business venture                                   -                7,078
                                                    -------           -------
  Total costs and expenses                          773,188           253,634
                                                    -------           -------
Loss from operations                               (365,464)         (253,634)
                                                    -------           -------

Other income (expense):
  Equity in net income of terminated
    joint venture - Tickets2Nite                       -              109,788
  Interest income                                      -                    3
  Other income                                       26,612               294
  Interest expense                                  (48,246)          (39,645)
                                                    -------           -------
  Total other income (expense), net                 (21,634)           70,440
                                                    -------           -------
Loss before discontinued operations                (387,098)         (183,194)
                                                    -------           -------

Income (loss) from discontinued operations:
  Income from discontinued operations                  -              127,155
  Income (loss) from closing down
    discontinued operations                         (37,809)            1,043
                                                    -------           -------
Income (loss) from discontinued operations          (37,809)          128,198
                                                    -------           -------
Net loss                                          $(424,907)        $ (54,996)
                                                    =======           =======

Net income (loss) per common share -
  basic and diluted:
    From continuing operations                       $(0.04)           $(0.03)
    From discontinued operations                        -                0.02
                                                       ----              ----
    Net loss per share                               $(0.04)           $(0.01)
                                                       ====              ====

Weighted average number of common shares
  outstanding - basic and diluted                 9,588,737         6,127,225
                                                  =========         =========
</TABLE>

    See accompanying notes to condensed consolidated financial statements.


                                      -5-
<PAGE>

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


                                                Nine Months Ended September 30,
                                                -------------------------------
                                                    2004            2003
                                                  ---------       ---------
<S>                                             <C>             <C>
Commissions and fees on gross
  ticket sales of $4,145,809                    $ 1,076,170     $     -
                                                  ---------       ---------

Costs and expenses:
  Direct costs of revenues                          566,868           -
  Selling and marketing expenses                    308,466           -
  General and administrative expenses,
    including non-cash compensation
    expense of $227,651 in 2004 and
    $364,016 in 2003                              1,131,069       1,109,502
  Depreciation and amortization                      45,654           1,890
  Start-up costs of Tickets2Nite
    business venture, including
    non-cash costs of $16,500                          -             27,058
                                                  ---------       ---------
  Total costs and expenses                        2,052,057       1,138,450
                                                  ---------       ---------
Loss from operations                               (975,887)     (1,138,450)
                                                  ---------       ---------

Other income (expense):
  Equity in net income of terminated
    joint venture - Tickets2Nite                       -            207,482
  Interest income                                        10              10
  Other income                                       26,884             294
  Interest expense                                 (140,220)       (116,641)
                                                  ---------       ---------
  Total other income (expense), net                (113,326)         91,145
                                                  ---------       ---------
Loss before discontinued operations              (1,089,213)     (1,047,305)
                                                  ---------       ---------

Income (loss) from discontinued operations:
  Income from discontinued operations                  -            243,866
  Loss from closing down discontinued
    operations                                      (54,732)        (19,418)
                                                  ---------       ---------
Income (loss) from discontinued operations          (54,732)        224,448
                                                  ---------       ---------
Net loss                                        $(1,143,945)    $  (822,857)
                                                  =========       =========

Net income (loss) per common share -
  basic and diluted:
    From continuing operations                       $(0.12)         $(0.18)
    From discontinued operations                      (0.01)           0.04
                                                       ----            ----
    Net loss per share                               $(0.13)         $(0.14)
                                                       ====            ====

Weighted average number of common shares
  outstanding - basic and diluted                 9,112,502       5,962,733
                                                  =========       =========
</TABLE>

    See accompanying notes to condensed consolidated financial statements.


                                      -6-
<PAGE>

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


                                                Nine Months Ended September 30,
                                                -------------------------------
                                                    2004            2003
                                                  ---------       ---------
<S>                                             <C>               <C>
Cash flows from operating activities:
Net loss                                        $(1,143,945)      $(822,857)
Adjustments to reconcile net loss to
  net cash used in operating activities:
  Depreciation and amortization                      45,654           1,890
  Depreciation and amortization - discontinued
    operations                                         -            211,137
  Closure costs of New Jersey ride facility            -            (60,000)
  Gain on sale of fixed assets                         -               (294)
  Forgiveness of debt - discontinued operations     (26,884)           -
  Amortization of prepaid accounting fee             43,630            -
  Common stock and warrants issued for services     212,651         132,516
  Amortization of deferred compensation              15,000         248,000
  Equity in net income of terminated joint
    venture - Tickets2Nite                             -           (207,482)
  Changes in operating assets and liabilities:
    (Increase) decrease in:
      Other current assets                           14,210         (16,660)
      Deposits                                      (35,080)           -
      Assets related to discontinued operations        -             (8,991)
    Increase (decrease) in:
      Accounts payable and accrued liabilities      347,226         250,172
      Accrued interest payable, note payable to
        secured lender                              113,822          92,831
      Liabilities related to discontinued
        operations                                 (101,511)         86,483
                                                  ---------         -------
Net cash used in operating activities              (515,227)        (93,255)
                                                  ---------         -------

Cash flows from investing activities:
  Distributions and reimbursements from
    terminated joint venture - Tickets2Nite         457,179          16,930
  Distributions received from terminated
    joint venture - D&B                                -             23,861
  Purchases of property and equipment               (48,003)           -
  Sale of property and equipment                       -                294
                                                  ---------         -------
Net cash provided by investing activities           409,176          41,085
                                                  ---------         -------

Cash flows from financing activities:
  Repayment of bank line of credit                 (174,000)           -
  Principal payments on capital lease
    obligations                                     (29,582)         (7,041)
  Sale of equity securities                         200,000          47,500
  Exercise of warrants                               25,000            -
  Loan from officer                                    -             15,000
                                                  ---------         -------
Net cash provided by financing activities            21,418          55,459
                                                  ---------         -------
</TABLE>
                                  (continued)


                                      -7-
<PAGE>

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


                                                Nine Months Ended September 30,
                                                -------------------------------
                                                    2004            2003
                                                  ---------       ---------
<S>                                             <C>             <C>
Cash:
  Net increase (decrease)                           (84,633)          3,289
  Balance at beginning of period                     91,311          61,894
                                                  ---------         -------
  Balance at end of period                      $     6,678       $  65,183
                                                  =========         =======


Supplemental disclosures of cash flow
  information:

Cash paid for:
  Interest                                      $    26,398       $  21,432

  Income taxes                                  $     1,871       $   1,270


Non-cash investing and financing
  activities:

Issuance of common stock in capital raising     $      -          $   1,556
Conversion of accounts payable to notes
  payable                                       $      -          $   7,913
Issuance of common stock for accounts payable   $   124,155       $    -
Issuance of common stock for prepaid services   $    87,845       $    -

</TABLE>

    See accompanying notes to condensed consolidated financial statements.


                                      -8-
<PAGE>

                      Cinema Ride, Inc. and Subsidiaries
       Notes to Condensed Consolidated Financial Statements (Unaudited)
        Three Months and Nine Months Ended September 30, 2004 and 2003


1.   Organization and Basis of Presentation

Basis of Presentation - The condensed consolidated financial statements
include the operations of Cinema Ride, Inc. and its wholly-owned subsidiaries
(the "Company").  All significant intercompany transactions and balances have
been eliminated in consolidation.

The interim condensed consolidated financial statements are unaudited, but in
the opinion of management of the Company, contain all adjustments, which
include normal recurring adjustments, necessary to present fairly the
financial position at September 30, 2004, the results of operations for the
three months and nine months ended September 30, 2004 and 2003, and the cash
flows for the nine months ended September 30, 2004 and 2003.  The
consolidated balance sheet as of December 31, 2003 is derived from the
Company's audited financial statements.

Certain information and footnote disclosures normally included in financial
statements that have been presented in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to the rules
and regulations of the Securities and Exchange Commission with respect to
interim financial statements, although management of the Company believes
that the disclosures contained in these financial statements are adequate to
make the information presented therein not misleading.  For further
information, refer to the consolidated financial statements and notes thereto
included in the Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2003, as filed with the Securities and Exchange Commission.

The Company's results of operations for the three months and nine months
ended September 30, 2004 are not necessarily indicative of the results of
operations to be expected for the full fiscal year ending December 31, 2004.

Ride Simulator Business - During the fiscal year ended December 31, 2003, the
Company operated two ride facilities for the entire year, as well as one ride
facility in a joint venture through February 15, 2003 (see Note 3).  The
Company operated a ride facility located in Las Vegas, Nevada (the "Las Vegas
Facility"), which commenced operations in October 1994 and was located in the
Forum Shops at Caesars (the "Forum Shops"), a high traffic tourist mall
located between Caesars and the Mirage Hotel in Las Vegas, Nevada, and a ride
facility located in Edmonton, Alberta, Canada (the "West Edmonton Mall
Facility"), which commenced operations in August 1995 and was located in the
West Edmonton Mall, a high traffic shopping mall.  The Las Vegas ride
facility provided approximately 94% of the Company's consolidated revenues in
2003, and was the Company's primary source of operating cash flow, although
the Company also derived substantial economic benefit from its investment in
and operation of its Las Vegas half-price show ticketing business venture in
2003 (see Note 4).

The Las Vegas Facility and the West Edmonton Mall Facility were closed on or
about December 31, 2003, thus terminating this line of business.  Three other
ride facilities were previously closed between January 1998 and June 2002.
The consolidated financial statements for the three months and nine months
September 30, 2003 have been restated to reflect this business as a
discontinued operation.  A summary of the results of operations of the ride
facility business for the three months and nine months ended September 30,
2004 and 2003 is provided at Note 3.

Las Vegas Business Venture - The Company owned 50% of a business venture
named Tickets2Nite, LLC, a Nevada limited liability company, which was formed
on September 24, 2002 pursuant to an Operating Agreement, with the other 50%
owned by Entasis, LLC ("Entasis"), an independent third party owned by Hal
Kolker ("Kolker").  The business venture, which commenced operations during
November 2002, sold tickets to Las Vegas shows at 50% of the original box
office price, on the same day of the performance, from a ticket booth located
on the Las Vegas Strip.  The Operating Agreement specified that the Company
would oversee the day-to-day operations of the business venture.

On December 24, 2002, the Company filed a lawsuit against Entasis and Kolker
in the Clark County, Nevada District Court (the "Court").  The lawsuit


                                      -9-
<PAGE>

related to matters concerning the management and funding of the new business
venture.  Entasis and Kolker funded only $95,000 of its $200,000 equity
commitment, and were impermissibly interfering with the operations of the new
business venture.

Trial with respect to the Company's lawsuit against Entasis and Kolker was
held on May 7 through 9, 2003.  On October 1, 2003, the Court rendered its
Decision and Order with respect to the parties' ownership rights and
management rights and obligations with respect to Tickets2Nite, LLC.  The
Court found that the Tickets2Nite, LLC Operating Agreement was valid, clear
unambiguous; that although Entasis and Kolker asserted many defenses to the
validity of the Operating Agreement, they were without merit; and that
Entasis and Kolker breached the Operating Agreement by not funding their
portion of the capital contribution.  Furthermore, with regard to Entasis and
Kolker's counterclaims, the Court found for the Company on all counts.

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

Accordingly, the business operations of Tickets2Nite, LLC were terminated
effective December 31, 2003.  The performance of this new business venture
during 2003 successfully validated the business model and the Company's
efforts to develop and operate this business.  As a result of the
court-ordered dissolution of Tickets2Nite, LLC, the Company commenced the
operation of an identical business on January 1, 2004 at a different location
and under a different name on the Las Vegas Strip through the formation of a
wholly-owned Nevada limited liability company, Tix4Tonight, LLC, which was
organized in December 2003.  The Company owns 100% of the Tix4Tonight
business, which is currently the Company's only source of operating revenues
in 2004.  Kolker is now competing with Tix4Tonight, LLC through Tickets2Nite,
Inc., a Nevada corporation.

The Company is currently conducting the operations of Tix4Tonight at its
primary location at the South end of the Las Vegas Strip, which is next door
to the Harley-Davidson Cafe at 3729 Las Vegas Boulevard South, until it moves
into its new Hawaiian Marketplace Shopping Center location at 3743 Las Vegas
Boulevard South during the next several months.  During July 2004, the
Company opened a new satellite location on the North end of the Las Vegas
Strip at 2955 Las Vegas Boulevard South, and during August 2004, the Company
relocated the administrative offices of Tix4Tonight to a new facility in Las
Vegas.  During September 2004, the Company also signed a lease for a new
location in the Fashion Show Mall on the Las Vegas Strip, which is expected
to commence operations in late 2004 or early 2005.  Management is also
evaluating the prospects for expansion of this business to other cities
throughout the United States and Canada.

As of December 31, 2003, the Company's investment in Tickets2Nite, LLC was
$462,179.  During the nine months ended September 30, 2004, as a result of
the dissolution of Tickets2Nite, LLC, the Company received cash payments of
$457,179 and the return of a $5,000 deposit, which completed the dissolution
of Tickets2Nite, LLC and the disposition of the Company's investment in such
entity.  Most of the assets developed by the Company for the Tickets2Nite
business have been distributed to the Company's wholly-owned subsidiary,
Tix4Tonight, including all management staff, software and technology,
computers and server systems, and other fixed assets.

The Company accounted for its investment in Tickets2Nite, LLC under the
equity method of accounting.  Financial information with respect to the
Company's investment in Tickets2Nite, LLC, including its balance sheet at
December 31, 2003 and its results of operations for the three months and nine
months ended September 30, 2003, are provided at Note 4.

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

Revenue Recognition and Presentation - The Company's Las Vegas half-price
show ticketing business recognizes revenue from the sale of show tickets


                                      -10-
<PAGE>

provided by various Las Vegas shows.  The Company recognizes revenue only
with respect to the ticket commissions and fees that it earns in such
transactions.  For the three months and nine months ended September 30, 2004,
gross ticket sales on which the Company's commissions and fees were based
were $1,572,679 and $4,145,809, respectively.

Reclassification - Certain amounts have been reclassified in 2003 to conform
to the presentation in 2004.

Going Concern - The accompanying financial statements have been prepared in
conformity with accounting principles generally accepted in the United States
of America, which contemplate continuation of the Company as a going
concern.  However, during the year ended December 31, 2003, the Company's
ride simulator business was discontinued and its Tickets2Nite joint venture
was terminated, and the Company had a net loss of $1,452,517 and negative
cash flow from operations of $201,068 for the year ended December 31, 2003,
and had a working capital deficiency of $1,853,907 and a stockholders'
deficiency of $1,218,380 at December 31, 2003.

As a result of the conditions described above, the Company's independent
auditors have included an explanatory paragraph in their opinion on the
Company's 2003 financial statements indicating that there is substantial
doubt as to the Company's ability to continue as a going concern.  The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts, or amounts and
classification of liabilities that might result from this uncertainty.

During the nine months ended September 30, 2004, the Company incurred a
further net loss of $1,143,945 and a negative cash flow from operations of
$515,227, and had a working capital deficiency of $1,947,671 and a
stockholders' deficiency of $1,697,674 at September 30, 2004.  The Company
will require additional capital to fund operating and debt service
requirements, as well as to fund the expansion of its Las Vegas business
venture.  The Company has been exploring various alternatives to raise this
required capital, but there can be no assurances that the Company will
ultimately be successful in this regard.  To the extent that the Company is
unable to secure the capital necessary to fund its future cash requirements
on a timely basis and/or under acceptable terms and conditions, the Company
may not have sufficient cash resources to maintain operations.  In such
event, the Company may be required to consider a formal or informal
restructuring or reorganization.

Net Loss Per Common Share - Statement of Financial Accounting Standards No.
128, "Earnings Per Share", requires presentation of basic earnings per share
("Basic EPS") and diluted earnings per share ("Diluted EPS").  Basic earnings
(loss) per share is computed by dividing earnings (loss) available to common
stockholders by the weighted average number of common shares outstanding
during the period.  Diluted earnings per share gives effect to all dilutive
potential common shares outstanding during the period.  These potentially
dilutive securities were not included in the calculation of loss per share
for the three months and nine months ended September 30, 2004 and 2003
because the Company incurred a loss during such periods and thus their effect
would have been anti-dilutive.  Accordingly, basic and diluted loss per share
is the same for the three months and nine months ended September 30, 2004 and
2003.  At September 30, 2004 and 2003, potentially dilutive securities
consisted of outstanding common stock purchase warrants and stock options to
acquire 5,793,384 shares and 4,904,197 shares, respectively.

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

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

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

The provisions of SFAS No. 123 allow companies to either record an expense in
the financial statements to reflect the estimated fair value of stock options
or warrants to employees, or to continue to follow the intrinsic value method
set forth in Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees", but to disclose on an annual basis the pro forma
effect on net income (loss) and net income (loss) per common share had the


                                      -11-
<PAGE>

fair value of the stock options and warrants been recorded in the financial
statements.  SFAS No. 123 was amended by SFAS No. 148, which now requires
companies to disclose in interim financial statements the pro forma effect on
net income (loss) and net income (loss) per common share of the estimated
fair market value of stock options or warrants issued to employees.  The
Company has elected to continue to account for stock-based compensation plans
utilizing the intrinsic value method.  Accordingly, compensation cost for
stock options and warrants is measured as the excess, if any, of the fair
market price of the Company's common stock at the date of grant above the
amount an employee must pay to acquire the common stock.

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

Pro Forma Financial Disclosure - The fair value of stock options and warrants
granted by the Company has been estimated on the grant date using the
Black-Scholes option-pricing model.  Had such stock options and warrants been
accounted for pursuant to SFAS No. 123, the effect on the Company's results
of operations would have been as follows:

For the three months ended September 30, 2004 and 2003, the Company would
have recorded $0 and $31,194 as additional compensation expense, resulting in
a net loss of $424,907 and $86,190, respectively, and a net loss per common
share of $0.04 and $0.01, respectively.

For the nine months ended September 30, 2004 and 2003, the Company would have
recorded $0 and $93,582 as additional compensation expense, resulting in a
net loss of $1,143,945 and $916,439, respectively, and a net loss per common
share of $0.13 and $0.15, respectively.


2.   Recent Accounting Pronouncements

In April 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 149, "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities".  SFAS No.
149 amends and clarifies under what circumstances a contract with initial
investments meets the characteristics of a derivative and when a derivative
contains a financing component.  SFAS No. 149 is effective for contracts
entered into or modified after June 30, 2003.  The adoption of SFAS No. 149
did not have a significant effect on the Company's financial statement
presentation or disclosures.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity".  SFAS No.
150 establishes standards for how an issuer classifies and measures in its
statement of financial position certain financial instruments with
characteristics of both liabilities and equity.  SFAS No. 150 requires that
an issuer classify a financial instrument that is within its scope as a
liability (or an asset in some circumstances) because that financial
instrument embodies an obligation of the issuer.  SFAS No. 150 is effective
for financial instruments entered into or modified after May 31, 2003 and
otherwise is effective at the beginning of the first interim period beginning
after June 15, 2003.  SFAS No. 150 is to be implemented by reporting the
cumulative effect of a change in accounting principle for financial
instruments created before the issuance date of SFAS No. 150 and still
existing at the beginning of the interim period of adoption.  Restatement is
not permitted.  The adoption of SFAS No. 150 did not have a significant
effect on the Company's financial statement presentation or disclosures.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" ("FIN 45").  FIN 45 elaborates on the
existing disclosure requirements for most guarantees, including loan
guarantees such as standby letters of credit.  It also clarifies that at the
time a company issues a guarantee, the company must recognize an initial
liability for the fair market value of the obligations it assumes under that
guarantee and must disclose that information in its interim and annual
financial statements.  The initial recognition and measurement provisions of
FIN 45 apply on a prospective basis to guarantees issued or modified after
December 31, 2002.  The Company implemented the disclosure provisions of FIN
45 in its December 31, 2002 consolidated financial statements, and the


                                      -12-
<PAGE>

measurement and recording provisions of FIN 45 effective January 1, 2003.
The implementation of the provisions of FIN 45 did not have a significant
effect on the Company's consolidated financial statement presentation or
disclosures.

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities" ("FIN 46"), which clarifies the application of
Accounting Research Bulletin No. 51, "Consolidated Financial Statements",
relating to consolidation of certain entities.  In December 2003, the FASB
issued a revised version of FIN 46 ("FIN 46R") that replaced the original FIN
46.  FIN 46R requires identification of a company's participation in variable
interest entities ("VIEs"), which are defined as entities with a level of
invested equity that is not sufficient to fund future activities to permit it
to operate on a standalone basis.  For entities identified as a VIE, FIN 46R
sets forth a model to evaluate potential consolidation based on an assessment
of which party to the VIE (if any) bears a majority of the exposure to its
expected losses, or stands to gain from a majority of its expected returns.
FIN 46R also sets forth certain disclosures regarding interests in VIEs that
are deemed significant, even if consolidation is not required.  The Company
is not currently participating in, or invested in any VIEs, as defined in FIN
46R. The implementation of the provisions of FIN 46R in 2003 did not have a
significant effect on the Company's consolidated financial statement
presentation or disclosures.


3.   Discontinued Operations

The Company terminated its ride simulator business effective December 31,
2003 and closed its two remaining ride facilities in Las Vegas, Nevada and
Edmonton, Alberta, Canada (see Note 1).  The Company is currently engaged in
litigation with the former landlord of the Las Vegas ride facility (see Note
7).

On May 29, 1998, the Company entered into a three-year joint venture
agreement with Dave & Buster's, Inc. to install its 3-D motion simulation
theater at the Dave & Buster's, Inc. facility near Atlanta, Georgia.  Each
party to the joint venture agreement shared the joint venture's revenues and
operating expenses equally.  The joint venture agreement also required the
Company to be solely responsible for certain administrative expenses.
Although the joint venture agreement was not formally extended subsequent to
its expiration, the operations of the joint venture continued on a
month-to-month basis until February 15, 2003, when the joint venture was
terminated and operations ceased.

The Company determined that its investment in Dave & Buster's, Inc. had been
impaired at December 31, 2002.  Accordingly, the Company wrote-off certain
fixed assets related to such ride facility and certain direct costs related
to such closure at December 31, 2002.
During the three months and nine months ended September 30, 2003, the Company
recorded income (loss) of $1,043 and $(19,418), respectively, with respect to
closing down this facility, which has been included in income (loss) from
closing down discontinued operations in the consolidated statements of
operations for the three months and nine months ended September 30, 2003.
The Company did not receive any distributions from this joint venture in 2003.

Condensed unaudited financial information with respect to the operations of
the ride simulator business for the three months and nine months ended
September 30, 2003 is presented below.

<TABLE>
                                              Three Months         Nine Months
                                            Ended September     Ended September
                                                30, 2003            30, 2003
                                            ---------------     ---------------
<S>                                             <C>                <C>
   Ticket revenues                              $648,985           $1,507,832
                                                 -------            ---------

   Direct costs of revenues                      292,340              847,619
   Selling and marketing expenses                  5,912               22,559
   General and administrative expenses           158,825              182,651
   Depreciation and amortization                  64,753              211,137
                                                 -------            ---------
   Total costs and expenses                      521,830            1,263,966
                                                 -------            ---------
</TABLE>



                                      -13-
<PAGE>

<TABLE>
<S>                                            <C>                <C>
   (continued)
   Income from discontinued operations           127,155              243,866
   Income (loss) from closing down
     discontinued operations - D&B                 1,043              (19,418)
                                               ---------            ---------
   Income from discontinued operations          $128,198          $   224,448
                                                 =======            =========
</TABLE>

For the three months and nine months ended September 30, 2004, the Company
incurred a loss related to closing down the operations discontinued at
December 31, 2003 of $37,809 and $54,732, respectively.


4.   Investment in Tickets2Nite, LLC

The Company owned 50% of a business venture named Tickets2Nite, LLC, a Nevada
limited liability company, which was formed on September 24, 2002 pursuant to
an Operating Agreement, with the other 50% owned by Entasis, LLC ("Entasis"),
an independent third party owned by Hal Kolker ("Kolker").  The business
venture, which commenced operations during November 2002, sold tickets to Las
Vegas shows at 50% of the original box office price, on the same day of the
performance, from a ticket booth located on the Las Vegas Strip.  The
Operating Agreement specified that the Company would oversee the day-to-day
operations of the business venture.

On December 24, 2002, the Company filed a lawsuit against Entasis and Kolker
in the Clark County, Nevada District Court (the "Court").  The lawsuit
related to matters concerning the management and funding of the new business
venture.  Entasis and Kolker funded only $95,000 of its $200,000 equity
commitment, and were impermissibly interfering with the operations of the new
business venture.

Trial with respect to the Company's lawsuit against Entasis and Kolker was
held on May 7 through 9, 2003.  On October 1, 2003, the Court rendered its
Decision and Order with respect to the parties' ownership rights and
management rights and obligations with respect to Tickets2Nite, LLC.  The
Court found that the Tickets2Nite, LLC Operating Agreement was valid, clear
unambiguous; that although Entasis and Kolker asserted many defenses to the
validity of the Operating Agreement, they were without merit; and that
Entasis and Kolker breached the Operating Agreement by not funding their
portion of the capital contribution.  Furthermore, with regard to Entasis and
Kolker's counterclaims, the Court found for the Company on all counts.

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

Accordingly, the business operations of Tickets2Nite, LLC were terminated
effective December 31, 2003.  The performance of this new business venture
during 2003 successfully validated the business model and the Company's
efforts to develop and operate this business.  As a result of the
court-ordered dissolution of Tickets2Nite, LLC, the Company commenced the
operation of an identical business on January 1, 2004 at a different location
and under a different name on the Las Vegas Strip through the formation of a
wholly-owned Nevada limited liability company, Tix4Tonight, LLC, which was
organized in December 2003.  The Company owns 100% of the Tix4Tonight
business, which is currently the Company's only source of operating revenues
in 2004.  Kolker is now competing with Tix4Tonight, LLC through Tickets2Nite,
Inc., a Nevada corporation.

The Company is currently conducting the operations of Tix4Tonight at its
primary location at the South end of the Las Vegas Strip, which is next door
to the Harley-Davidson Cafe at 3729 Las Vegas Boulevard South, until it moves
into its new Hawaiian Marketplace Shopping Center location at 3743 Las Vegas
Boulevard South during the next several months.  During July 2004, the
Company opened a new satellite location on the North end of the Las Vegas
Strip at 2955 Las Vegas Boulevard South, and during August 2004, the Company
relocated the administrative offices of Tix4Tonight to a new facility in Las
Vegas.  During September 2004, the Company also signed a lease for a new
location in the Fashion Show Mall on the Las Vegas Strip, which is expected to
commence operations in late 2004 or early 2005.  Management is also


                                      -14-
<PAGE>

evaluating the prospects for expansion of this business to other cities
throughout the United States and Canada.

As of December 31, 2003, the Company's investment in Tickets2Nite, LLC was
$462,179. During the nine months ended September 30, 2004, as a result of the
dissolution of Tickets2Nite, LLC, the Company received cash payments of
$457,179 and the return of a $5,000 deposit, which completed the dissolution
of Tickets2Nite, LLC and the disposition of the Company's investment in such
entity.  Most of the assets developed by the Company for the Tickets2Nite
business have been distributed to the Company's wholly-owned subsidiary,
Tix4Tonight, including all management staff, software and technology,
computers and server systems, and other fixed assets.

Effective May 4, 2004, the aforementioned parties entered into a settlement
agreement and release that resolved all pending litigation and claims by and
among the parties.  The resolution of these legal proceedings did not have a
significant effect on the Company's financial condition.

The Company accounted for its investment in Tickets2Nite, LLC under the
equity method of accounting, since it did not have majority voting control of
Tickets2Nite, LLC.  The Company recorded $109,788 and $207,482 as its
proportionate share of net income from this business venture for the three
months and nine months ended September 30, 2003.  The Company did not receive
any distributions from this business venture in 2003.  Condensed financial
information with respect to Tickets2Nite, LLC is presented below.


<TABLE>
<CAPTION>
                                Tickets2Nite, LLC
                                  Balance Sheet
                                December 31, 2003


<S>                                                 <C>
      Current Assets                                $602,882
      Property and equipment, net                     93,746
      Other assets                                    12,500
                                                     -------
        Total assets                                $709,128
                                                     =======

      Current liabilities                           $  6,726
      Members' equity                                702,402
                                                     -------
        Total liabilities and equity                $709,128
                                                     =======
</TABLE>
<TABLE>
<CAPTION>
                                Tickets2Nite, LLC
                      Statements of Operations (Unaudited)
              Three Months and Nine Months Ended September 30,2003

                                         Three Months      Nine Months
                                       Ended September   Ended September
                                           30, 2003         30, 2003
                                       ---------------   ---------------
<S>                                         <C>              <C>
Ticket commissions                          $394,797         $870,961
                                             -------          -------

Selling and marketing                        106,241          264,775
General and administrative                    49,938          133,170
Depreciation and amortization                 15,420           46,260
                                             -------          -------
Total costs and expenses                     171,599          444,205
                                             -------          -------

Income from operations                       223,198          426,756
Interest expense                               3,623           11,793
                                             -------          -------
Net income                                  $219,575         $414,963
                                             =======          =======
</TABLE>

                                      -15-
<PAGE>

5.   Note Payable to Secured Lender

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

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

Required monthly payments on this loan have been in arrears subsequent to
December 31, 2002.  As a result, the principal balance of this loan of
$716,242 at September 30, 2004 and December 31, 2003 has been classified as a
current liability in the consolidated financial statements at such dates.
Accrued interest payable on this loan was $240,197 and $126,375 at September
30, 2004 and December 31, 2003, respectively.

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


6.   Bank Line of Credit

During  2003,  the  Company  established  a line  of  credit  with  a bank  for
$174,000,  with  interest  payable  monthly  at the  bank's  prime  rate (4% at
December  31,  2003) plus 1%. The line of credit was  secured by the  Company's
assets and was  scheduled to mature on December  15,  2004.  The line of credit
was repaid in full in January 2004.


7.   Legal Proceedings

At September 30, 2004, the Company was involved in the following legal
proceeding:

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

Since early 2003, the Forum Shops has been engaged in construction related to
an expansion program immediately adjacent to the Company's Las Vegas ride
facility, which the Company believed negatively impacted customer traffic and
thus revenues at this ride facility during 2003.  The Company had been in
discussions with the management of the Forum Shops regarding this issue, as a
result of which the Company suspended the payment of rent on the Las Vegas
ride facility (approximately $40,000 per month) during mid-2003.  During


                                      -16-
<PAGE>

October 2003, the Forum Shops commenced litigation against the Company to
collect back rent and to evict the Company's ride facility and terminate the
Company's lease.  The Company believes it has meritorious claims against the
Forum Shops, and has filed counter-claims and intends to vigorously defend
itself against this lawsuit.  As this litigation is in its initial stages,
the Company is currently unable to predict its ultimate resolution.

At December 31, 2003 and September 30, 2004, the Company had accrued
approximately $393,000 for unpaid rent on the Las Vegas ride facility through
December 31, 2003, which has been included in liabilities related to
discontinued operations in the consolidated balance sheets at such dates.
The Company's remaining obligation subsequent to December 31, 2003 under its
Las Vegas lease, the primary term of which continues through December 31,
2004, totals approximately $480,000.  As a result of the ongoing litigation
with the Forum Shops, the Company has not accrued the remaining obligation
under its Las Vegas lease.


8.   Equity-Based Transactions

Agreement with Financial Advisory Firm:

Effective as of January 3, 2002, the Company entered into an agreement with a
financial advisory firm, Gang Consulting Inc., which provided for the payment
of monthly compensation, either in the form of a payment of $10,000 or the
issuance of 25,000 shares of common stock.  The initial term of the agreement
was through December 31, 2003.

During the three months and nine months ended September 30, 2003, the Company
issued 75,000 shares and 200,000 shares of common stock to such firm,
respectively.  The aggregate fair market value of such shares of $25,250 and
$84,000 was charged to operations as general and administrative expense
during the three months and nine months ended September 30, 2003,
respectively.

During the three months and nine months ended September 30, 2004, the Company
issued 75,000 shares and 225,000 shares of common stock to such firm,
respectively.  The aggregate fair market value of such shares of $15,500 and
$78,250 was charged to operations as general and administrative expense during
the three months and nine months ended September 30, 2004, respectively.

Effective as of July 1, 2002, the consulting agreement was amended to provide
for the Company to issue to such firm the following common stock purchase
warrants:  an aggregate of 300,000 shares of common stock vesting on July 1,
2002, exercisable for a period of five years from such date in equal
installments of 100,000 shares at $0.25, $0.50 and $1.00 per share; an
aggregate of 300,000 shares of common stock vesting on January 1, 2003,
exercisable for a period of five years from such date in equal installments
of 100,000 shares at $1.50, $2.00 and $2.50 per share; and an aggregate of
300,000 shares of common stock vesting on July 1, 2003, exercisable for a
period of five years from such date in equal installments of 100,000 shares
at $3.00, $3.50 and $4.00 per share.  The aggregate fair value of such
warrants was calculated pursuant to the Black-Scholes option pricing model as
$496,000, and is being charged to operations as general and administrative
expense over the 18 month period beginning July 1, 2002 and ending December
31, 2003.  For the three months and nine months ended September 30, 2003,
$82,667 and $248,000 was charged to operations as general and administrative
expense with respect to the amortization of such warrants, respectively.

Effective as of July 1, 2002, the consulting agreement was amended to provide
for the Company to pay a finder's fee to such firm with respect to the
private placement of its equity securities by issuing shares of common stock
equivalent to 3% of the total equity capital raised, calculated at $0.50 per
share.  During the nine months ended September 30, 2003, the Company issued
2,850 shares of common stock to such firm, which were recorded at par value
of $0.08 per share (aggregate amount $228) and charged to additional paid-in
capital.

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

                                      -17-
<PAGE>

Three Months and Nine Months Ended September 30, 2003:

During the nine months ended September 30, 2003, the Company sold 190,000
units of its securities to accredited investors in a private placement at
$0.25 per unit, generating $47,500 of equity capital.  Each unit consisted of
one share of common stock and one common stock purchase warrant.  The
warrants are exercisable at $0.50 per share for a period of 18 months from
the date of issuance.  Based on various factors, including the exercise price
and terms of the warrant and the trading range and volume of the Company's
common stock during 2002, the Company determined the value of the warrants
was nominal and therefore did not allocate any portion of the $0.25 unit sale
price to the warrants.

During the nine months ended September 30, 2003, the Company issued 9,500
shares of common stock to its Chief Executive Officer with an aggregate fair
market value of $5,116, which was charged to operations as general and
administrative expense.  The shares were issued pursuant to a bonus provision
of such officer's employment agreement, which provides for the issuance of 5%
of the shares issued in a private placement.

During the nine months ended September 30, 2003, the Company issued 16,600
shares of common stock to two consultants for capital raising services, which
were recorded at par value of $0.08 per share (aggregate amount $1,328) and
charged to additional paid-in capital.

During the nine months ended September 30, 2003, the Company issued 30,000
shares of common stock to two consultants for consulting services rendered
with respect to the Company's new Las Vegas business venture.  The aggregate
value of such securities was $16,500, which was charged to operations during
the nine months ended September 30, 2003.

During the nine months ended September 30, 2003, the Company issued 10,000
shares of common stock to its legal counsel for legal services with an
aggregate value of $5,000, which was charged to operations as general and
administrative expense during the nine months ended September 30, 2003.

During the nine months ended September 30, 2003, the Company issued 20,000
shares of common stock to its insurance agent for services rendered with an
aggregate value of $10,200, which was charged to operations as general and
administrative expense during the nine months ended September 30, 2003.

During June 2003, the Company issued an additional 251,500 warrants to the
purchasers of the Company's securities during the year ended December 31,
2002, equivalent to 10% of the number of warrants originally issued.  During
the year ended December 31, 2002, the Company issued 2,515,000 warrants to
investors in conjunction with the sale of its securities.  The warrants are
exercisable at $0.50 per share for a period of 30 months from the date of
issuance of the original warrants, in lieu of the Company not registering
such securities with the Securities and Exchange Commission.

During July 2003, the Company issued 90,000 shares of common stock to certain
of its employees (including 50,000 shares to the Company's Vice President of
Operations) for services rendered with an aggregate value of $11,700, which
was charged to operations as general and administrative expense during the
three months and nine months ended September 30, 2003.

Three Months and Nine Months Ended September 30, 2004:

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

The Consultant Stock Plan provides for the granting of either common share


                                      -18-
<PAGE>

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

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

Effective March 29, 2004, the Company issued 300,000 shares of common stock
under the 2003 Consultant Stock Plan to Benjamin Frankel, a director of the
Company, for accounting services. The aggregate fair market value of such shares
on the date of issuance was $162,000 ($0.54 per share), of which $74,155 was
applied to reduce the Company's related accounts payable balance and $87,845 was
classified as prepaid accounting fee to related party. As of September 30, 2004,
the remaining balance of prepaid accounting fee to related party was $44,215.

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

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

During the nine months ended September 30, 2004, Gang Consulting, Inc. exercised
100,000 warrants at $0.25 per share and received 100,000 shares of common stock
in exchange for $25,000.

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

During the three months and nine months ended September 30, 2004, the Company
agreed to issue warrants to four individuals for services rendered to
purchase 210,000 shares of common stock exercisable for a period of three
years at $0.25 per share (50,000 shares), $0.30 per share (100,000 shares)
and $0.50 per share (60,000 shares).  The aggregate fair value of the
warrants were calculated pursuant to the Black-Scholes option-pricing model
as $92,400, and was charged to operations as general and administrative
expense during the three months and nine months ended September 30,
2004.

Pursuant to a Joint Written Consent of the Board of Directors and Majority
Stockholders of the Company dated September 22, 2004, approved a resolution to
adopt a 2004 Stock Option Plan and a 2004 Directors Stock Option Plan,
pursuant to which the Company reserved for future issuance 960,000 shares and
240,000 shares of its authorized but unissued common stock, respectively.
The Joint Written Consent also authorized the Company to change its name to
"Tix Corporation" and to increase its authorized common shares from 20,000,000
shares to 100,000,000 shares.

                                      -19-
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This Quarterly Report on Form 10-QSB for the quarterly period ended September
30, 2004 contains "forward-looking" statements within the meaning of Section
27A of the Securities Act of 1933, as amended, including statements that
include the words "believes", "expects", "anticipates", or similar
expressions.  These forward-looking statements include, among others,
statements concerning the Company's expectations regarding its working
capital requirements, financing requirements, its business, growth prospects,
competition and results of operations, and other statements of expectations,
beliefs, future plans and strategies, anticipated events or trends, and
similar expressions concerning matters that are not historical facts.  The
forward-looking statements in this Quarterly Report on Form 10-QSB for the
quarterly period ended September 30, 2004 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.

Overview:

During the fiscal year ended December 31, 2003, the Company operated two ride
facilities for the entire year, as well as one ride facility in a joint
venture through February 15, 2003.  The Company operated a ride facility
located in Las Vegas, Nevada (the "Las Vegas Facility"), which commenced
operations in October 1994 and was located in the Forum Shops at Caesars (the
"Forum Shops"), a high traffic tourist mall located between Caesars and the
Mirage Hotel in Las Vegas, Nevada, and a ride facility located in Edmonton,
Alberta, Canada (the "West Edmonton Mall Facility"), which commenced
operations in August 1995 and was located in the West Edmonton Mall, a high
traffic shopping mall.  The Las Vegas ride facility provided approximately
94% of the Company's consolidated revenues in 2003, and was the Company's
primary source of operating cash flow, although the Company also derived
substantial economic benefit from its investment in and operation of its Las
Vegas half-price show ticketing business venture in 2003 (see "Tickets2Nite
Business Venture" below).

The Las Vegas Facility and the West Edmonton Mall Facility were closed on or
about December 31, 2003, thus terminating this line of business.  Three other
ride facilities were previously closed between January 1998 and June 2002.
The consolidated financial statements for the three months and nine months
ended September 30, 2003 have been restated to reflect this business as a
discontinued operation.  A summary of the results of operations of the ride
facility business for the three months and nine months ended September 30,
2004 and 2003 is provided below at "Discontinued Operations".

The Company owned 50% of a business venture named Tickets2Nite, LLC, a Nevada
limited liability company, which was formed on September 24, 2002 pursuant to
an Operating Agreement, with the other 50% owned by Entasis, LLC ("Entasis"),
an independent third party owned by Hal Kolker ("Kolker").  The business
venture, which commenced operations during November 2002, sold tickets to Las
Vegas shows at 50% of the original box office price, on the same day of the
performance, from a ticket booth located on the Las Vegas Strip.  The
Operating Agreement specified that the Company would oversee the day-to-day
operations of the business venture.

On December 24, 2002, the Company filed a lawsuit against Entasis and Kolker
in the Clark County, Nevada District Court (the "Court").  The lawsuit
related to matters concerning the management and funding of the new business
venture.  Entasis and Kolker funded only $95,000 of its $200,000 equity
commitment, and were impermissibly interfering with the operations of the new
business venture.

Trial with respect to the Company's lawsuit against Entasis and Kolker was
held on May 7 through 9, 2003.  On October 1, 2003, the Court rendered its
Decision and Order with respect to the parties' ownership rights and
management rights and obligations with respect to Tickets2Nite, LLC.  The
Court found that the Tickets2Nite, LLC Operating Agreement was valid, clear
unambiguous; that although Entasis and Kolker asserted many defenses to the
validity of the Operating Agreement, they were without merit; and that
Entasis and Kolker breached the Operating Agreement by not funding their
portion of the capital contribution.  Furthermore, with regard to Entasis and
Kolker's counterclaims, the Court found for the Company on all counts.

The Court ruled that the parties were unable to operate the business together
pursuant to the Operating Agreement, and therefore ruled that Tickets2Nite,


                                      -20-
<PAGE>

LLC be dissolved.  The Court appointed an independent third party to assist
in the dissolution of Tickets2Nite, LLC.

Accordingly, the business operations of Tickets2Nite, LLC were terminated
effective December 31, 2003.  The performance of this new business venture
during 2003 successfully validated the business model and the Company's
efforts to develop and operate this business.  As a result of the
court-ordered dissolution of Tickets2Nite, LLC, the Company commenced the
operation of an identical business on January 1, 2004 at a different location
and under a different name on the Las Vegas Strip through the formation of a
wholly-owned Nevada limited liability company, Tix4Tonight, LLC, which was
organized in December 2003.  The Company owns 100% of the Tix4Tonight
business, which is currently the Company's only source of operating revenues
in 2004.  Kolker is now competing with Tix4Tonight, LLC through Tickets2Nite,
Inc., a Nevada corporation.

The Company is currently conducting the operations of Tix4Tonight at its
primary location at the South end of the Las Vegas Strip, which is next door
to the Harley-Davidson Cafe at 3729 Las Vegas Boulevard South, until it moves
into its new Hawaiian Marketplace Shopping Center location at 3743 Las Vegas
Boulevard South during the next several months.  During July 2004, the
Company opened a new satellite location on the North end of the Las Vegas
Strip at 2955 Las Vegas Boulevard South, and during August 2004, the Company
relocated the administrative offices of Tix4Tonight to a new facility in Las
Vegas.  During September 2004, the Company also signed a lease for a new
location in the Fashion Show Mall on the Las Vegas Strip, which is expected to
commence operations in late 2004 or early 2005.  Management is also
evaluating the prospects for expansion of this business to other cities
throughout the United States and Canada.

As of December 31, 2003, the Company's investment in Tickets2Nite, LLC was
$462,179. During the nine months ended September 30, 2004, as a result of the
dissolution of Tickets2Nite, LLC, the Company received cash payments of
$457,179 and the return of a deposit of $5,000, which completed the
dissolution of Tickets2Nite, LLC and the disposition of the Company's
investment in such entity.  Most of the assets developed by the Company for
the Tickets2Nite business have been distributed to the Company's wholly-owned
subsidiary, Tix4Tonight, including all management staff, software and
technology, computers and server systems, and other fixed assets.

The Company accounted for its investment in Tickets2Nite, LLC under the
equity method of accounting.  Financial information with respect to the
results of operations of Tickets2Nite, LLC for the three months and nine
months ended September 30, 2003 is presented below at "Tickets2Nite Business
Venture".

Going Concern:

The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America,
which contemplate continuation of the Company as a going concern.  However,
during the year ended December 31, 2003, the Company's ride simulator
business was discontinued and its Tickets2Nite joint venture was terminated,
and the Company had a net loss of $1,452,517 and negative cash flow from
operations of $201,068 for the year ended December 31, 2003, and had a
working capital deficiency of $1,853,907 and a stockholders' deficiency of
$1,218,380 at December 31, 2003.

As a result of the conditions described above, the Company's independent
auditors have included an explanatory paragraph in their opinion on the
Company's 2003 financial statements indicating that there is substantial
doubt as to the Company's ability to continue as a going concern.  The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts, or amounts and
classification of liabilities that might result from this uncertainty.

During the nine months ended September 30, 2004, the Company incurred a
further net loss of $1,143,945 and a negative cash flow from operations of
$515,227, and had a working capital deficiency of $1,947,671 and a
stockholders' deficiency of $1,697,674 at September 30, 2004.  The Company
will require additional capital to fund operating and debt service
requirements, as well as to fund the expansion of its Las Vegas business
venture.  The Company has been exploring various alternatives to raise this
required capital, but there can be no assurances that the Company will
ultimately be successful in this regard.  To the extent that the Company is
unable to secure the capital necessary to fund its future cash requirements


                                      -21-
<PAGE>

on a timely basis and/or under acceptable terms and conditions, the Company
may not have sufficient cash resources to maintain operations.  In such
event, the Company may be required to consider a formal or informal
restructuring or reorganization.

Critical Accounting Policies and Estimates:

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

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

Revenue Recognition and Presentation:

The Company's Las Vegas half-price show ticketing business recognizes revenue
from the sale of show tickets provided by various Las Vegas shows.  The
Company recognizes revenue only with respect to the ticket commissions and
fees that it earns in such transactions.

Impairment of Long-Lived Assets:

The Company's long-lived assets consist of property and equipment.  At
September 30, 2004 and December 31, 2003, the net value of property and
equipment was $233,700 and $231,351, respectively.  In assessing the
impairment of property and equipment, the Company makes assumptions regarding
the estimated future cash flows and other factors to determine the fair value
of the respective assets.  If these estimates or the related assumptions
change in the future, the Company may be required to record impairment
charges for these assets.

Income Taxes:

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

Results of Operations:

Three Months Ended September 30, 2004 and 2003 -

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

Revenues.  Revenues from ticket commissions and fees were $407,724 for the
three months ended September 30, 2004.  As Tix4Tonight commenced operations
in January 2004, the Company did not have any comparable revenues for the
three months ended September 30, 2003.

Gross ticket sales on which the Company's commissions and fees were based
were $1,572,679 for the three months ended September 30, 2004, equivalent to
a 25.93% gross margin.

Direct Costs of Revenues.  Direct costs of revenues were $226,823 for the
three months ended September 30, 2004.  As Tix4Tonight commenced operations


                                      -22-
<PAGE>

in January 2004, the Company did not have any comparable direct costs of
revenues for the three months ended September 30, 2003.

Selling and Marketing Expenses.  Selling and marketing expenses were $106,483
for the three months ended September 30, 2004.  As Tix4Tonight commenced
operations in January 2004, the Company did not have any comparable selling
and marketing expenses for the three months ended September 30, 2003.

General and Administrative Expenses.  General and administrative expenses
increased by $178,662 or 72.6% to $424,588 for the three months ended
September 30, 2004, as compared to $245,926 for the three months ended
September 30, 2003, in part as a result of general and administrative
expenses related to Tix4Tonight operations of $74,024 in 2004.  As
Tix4Tonight commenced operations in January 2004, the Company did not have
any comparable general and administrative expenses for the three months ended
September 30, 2003.  In addition, general and administrative expenses in 2004
and 2003 included non-cash compensation of $112,901 and $119,617,
respectively.

Depreciation and Amortization.  Depreciation and amortization increased by
$14,664 to $15,294 for the three months ended September 30, 2004, as compared
to $630 for the three months ended September 30, 2003, primarily as a result
of depreciation incurred with respect to Tix4Tonight in 2004.  As Tix4Tonight
commenced operations in January 2004, the Company did not have any comparable
depreciation and amortization for the three months ended September 30, 2003.

Start-up Costs of Tickets2Nite Business Venture.  The Company incurred
start-up costs with respect to the development of its Tickets2Nite business
venture of $7,078 for the three months ended September 30, 2003.

Loss from Operations.  As a result of the aforementioned factors, the loss
from operations was $365,464 for the three months ended September 30, 2004,
as compared to a loss from operations of $253,634 for the three months ended
September 30, 2003.

Interest Expense.  Interest expense increased by $8,601 or 21.1% to $48,246
for the three months ended September 30, 2004, as compared to $39,645 for the
three months ended September 30, 2003.

Equity in Net Income of Terminated Joint Venture - Tickets2Nite.  Equity in
net income of joint venture - Tickets2Nite was $109,788 for the three months
ended September 30, 2003.  There was no equity in net income (loss) of joint
venture - Tickets2Nite in 2004, as the joint venture ceased operations
effective December 31, 2003.

Loss Before Discontinued Operations.  Loss before discontinued operations was
$387,098 for the three months ended September 30, 2004, as compared to a loss
before discontinued operations of $183,194 for the three months ended
September 30, 2003.

Income (Loss) From Discontinued Operations.  The Company had income from
discontinued operations of $127,155 for the three months ended September 30,
2003 relating to the ride facilities, which were subsequently closed down on
or about December 31, 2003.  The Company had a loss from closing down
discontinued operations of $37,809 for the three months ended September 30,
2004, as compared to income of $1,043 for the three months ended September
30, 2003.  The income of $1,110 incurred in 2003 related to the Company's
joint venture with Dave & Buster's, Inc.  The total loss from discontinued
operations was $37,809 for the three months ended September 30, 2004, as
compared to income from discontinued operations of $128,198 for the three
months ended September 30, 2003.  Information with respect to discontinued
operations is presented below at "Discontinued Operations".

Net Loss.  Net loss was $424,907 for the three months ended September 30,
2004, as compared to a net loss of $54,996 for the three months ended
September 30, 2003.


Nine Months Ended September 30, 2004 and 2003 -

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

                                      -23-
<PAGE>

Revenues.  Revenues from ticket commissions and fees were $1,076,170 for the
nine months ended September 30, 2004.  As Tix4Tonight commenced operations in
January 2004, the Company did not have any comparable revenues for the nine
months ended September 30, 2003.
Gross ticket sales on which the Company's commissions and fees were based
were $4,145,809 for the nine months ended September 30, 2004, equivalent to a
25.96% gross margin.

Direct Costs of Revenues.  Direct costs of revenues were $566,868 for the
nine months ended September 30, 2004.  As Tix4Tonight commenced operations in
January 2004, the Company did not have any comparable direct costs of
revenues for the nine months ended September 30, 2003.

Selling and Marketing Expenses.  Selling and marketing expenses were $308,466
for the nine months ended September 30, 2004.  As Tix4Tonight commenced
operations in January 2004, the Company did not have any comparable selling
and marketing expenses for the nine months ended September 30, 2003.

General and Administrative Expenses.  General and administrative expenses
increased by $21,567 or 1.9% to $1,131,069 for the nine months ended September
30, 2004, as compared to $1,109,502 for the nine months ended September 30,
2003, in part as a result of general and administrative expenses related to
Tix4Tonight operations of $174,201 in 2004.  As Tix4Tonight commenced
operations in January 2004, the Company did not have any comparable general
and administrative expenses for the nine months ended September 30, 2003.  In
addition, general and administrative expenses in 2004 and 2003 included
non-cash compensation of $227,651 and $364,016, respectively.

Depreciation and Amortization.  Depreciation and amortization increased by
$43,764 to $45,654 for the nine months ended September 30, 2004, as compared
to $1,890 for the nine months ended September 30, 2003, primarily as a result
of depreciation incurred with respect to Tix4Tonight in 2004.  As Tix4Tonight
commenced operations in January 2004, the Company did not have any comparable
depreciation and amortization for the nine months ended September 30, 2003.

Start-up Costs of Tickets2Nite Business Venture.  The Company incurred
start-up costs with respect to the development of its Tickets2Nite business
venture of $27,058 for the nine months ended September 30, 2003, including
non-cash costs of $16,500.

Loss from Operations.  As a result of the aforementioned factors, the loss
from operations was $975,887 for the nine months ended September 30, 2004, as
compared to a loss from operations of $1,138,450 for the nine months ended
September 30, 2003.

Interest Expense.  Interest expense increased by $23,579 or 20.2% to $140,220
for the nine months ended September 30, 2004, as compared to $116,641 for the
nine months ended September 30, 2003.

Equity in Net Income of Terminated Joint Venture - Tickets2Nite.  Equity in
net income of joint venture - Tickets2Nite was $207,482 for the nine months
ended September 30, 2003.  There was no equity in net income (loss) of joint
venture - Tickets2Nite in 2004, as the joint venture ceased operations
effective December 31, 2003.

Loss Before Discontinued Operations.  Loss before discontinued operations was
$1,089,213 for the nine months ended September 30, 2004, as compared to a
loss before discontinued operations of $1,047,305 for the nine months ended
September 30, 2003.

Income (Loss) From Discontinued Operations.  The Company had income from
discontinued operations of $243,866 for the nine months ended September 30,
2003 relating to the ride facilities, which were subsequently closed down on
or about December 31, 2003.  The Company had a loss from closing down
discontinued operations of $54,732 for the nine months ended September 30,
2004, as compared to a loss of $19,418 for the nine months ended September
30, 2003.  The loss of $19,418 incurred in 2003 related to the Company's
joint venture with Dave & Buster's, Inc.  The total loss from discontinued
operations was $54,732 for the nine months ended September 30, 2004, as
compared to income from discontinued operations of $224,448 for the nine
months ended September 30, 2003.  Information with respect to discontinued
operations is presented below at "Discontinued Operations".

                                      -24-
<PAGE>

Net Loss.  Net loss was $1,143,945 for the nine months ended September 30,
2004, as compared to a net loss of $822,857 for the nine months ended
September 30, 2003.


Discontinued Operations - Three Months and Nine Months Ended September 30,
2004 and 2003:

Discontinued operations consist of activities with respect to the ride
simulator business, which was discontinued effective December 31, 2003.  The
consolidated financial statements for the three months and nine months ended
September 30, 2003 have been restated to reflect the ride simulator business
as a discontinued operation.  Condensed unaudited financial information with
respect to the operations of the ride simulator business for the three months
and nine months ended September 30, 2003 is presented
below.

<TABLE>
                                              Three Months         Nine Months
                                             Ended September     Ended September
                                                 30, 2003            30, 2003
                                             ---------------     ---------------
<S>                                             <C>                 <C>
  Ticket revenues                               $648,985            $1,507,832
                                                 -------             ---------

  Direct costs of revenues                       292,340               847,619
  Selling and marketing expenses                   5,912                22,559
  General and administrative expenses            158,825               182,651
  Depreciation and amortization                   64,753               211,137
                                                 -------             ---------
  Total costs and expenses                       521,830             1,263,966
                                                 -------             ---------
  Income from discontinued operations            127,155               243,866
  Income (loss) from closing down
    discontinued operations - D&B                  1,043               (19,418)
                                                 -------             ---------
  Income from discontinued operations           $128,198            $  224,448
                                                 =======             =========
</TABLE>


For the three months and nine months ended September 30, 2004, the Company
incurred a loss related to closing down the operations discontinued at
December 31, 2003 of $37,809 and $54,732, respectively.


Tickets2Nite Business Venture:

The Company owned 50% of a business venture named Tickets2Nite, LLC, a Nevada
limited liability company, which was formed on September 24, 2002 pursuant to
an Operating Agreement, with the other 50% owned by Entasis, LLC ("Entasis"),
an independent third party owned by Hal Kolker ("Kolker").  The business
venture, which commenced operations during November 2002, sold tickets to Las
Vegas shows at 50% of the original box office price, on the same day of the
performance, from a ticket booth located on the Las Vegas Strip.  The
Operating Agreement specified that the Company would oversee the day-to-day
operations of the business venture.

On December 24, 2002, the Company filed a lawsuit against Entasis and Kolker
in the Clark County, Nevada District Court (the "Court").  The lawsuit
related to matters concerning the management and funding of the new business
venture.  Entasis and Kolker funded only $95,000 of its $200,000 equity
commitment, and were impermissibly interfering with the operations of the new
business venture.

Trial with respect to the Company's lawsuit against Entasis and Kolker was
held on May 7 through 9, 2003.  On October 1, 2003, the Court rendered its
Decision and Order with respect to the parties' ownership rights and
management rights and obligations with respect to Tickets2Nite, LLC.  The


                                      -25-
<PAGE>

Court found that the Tickets2Nite, LLC Operating Agreement was valid, clear
unambiguous; that although Entasis and Kolker asserted many defenses to the
validity of the Operating Agreement, they were without merit; and that
Entasis and Kolker breached the Operating Agreement by not funding their
portion of the capital contribution.  Furthermore, with regard to Entasis and
Kolker's counterclaims, the Court found for the Company on all counts.

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

Accordingly, the business operations of Tickets2Nite, LLC were terminated
effective December 31, 2003.  The performance of this new business venture
during 2003 successfully validated the business model and the Company's
efforts to develop and operate this business.  As a result of the
court-ordered dissolution of Tickets2Nite, LLC, the Company commenced the
operation of an identical business on January 1, 2004 at a different location
and under a different name on the Las Vegas Strip through the formation of a
wholly-owned Nevada limited liability company, Tix4Tonight, LLC, which was
organized in December 2003.  The Company owns 100% of the Tix4Tonight
business, which is currently the Company's only source of operating revenues
in 2004.  Kolker is now competing with Tix4Tonight, LLC through Tickets2Nite,
Inc., a Nevada corporation.

The Company is currently conducting the operations of Tix4Tonight at its
primary location at the South end of the Las Vegas Strip, which is next door
to the Harley-Davidson Cafe at 3729 Las Vegas Boulevard South, until it moves
into its new Hawaiian Marketplace Shopping Center location at 3743 Las Vegas
Boulevard South during the next several months.  During July 2004, the
Company opened a new satellite location on the North end of the Las Vegas
Strip at 2955 Las Vegas Boulevard South, and during August 2004, the Company
relocated the administrative offices of Tix4Tonight to a new facility in Las
Vegas.  During September 2004, the Company also signed a lease for a new
location in the Fashion Show Mall on the Las Vegas Strip, which is expected
to commence operations in late 2004 or early 2005.  Management is also
evaluating the prospects for expansion of this business to other cities
throughout the United States and Canada.

As of December 31, 2003, the Company's investment in Tickets2Nite, LLC was
$462,179. During the nine months ended September 30, 2004, as a result of the
dissolution of Tickets2Nite, LLC, the Company received cash payments of
$457,179 and the return of a $5,000 deposit, which completed the dissolution
of Tickets2Nite, LLC and the disposition of the Company's investment in such
entity.  Most of the assets developed by the Company for the Tickets2Nite
business have been distributed to the Company's wholly-owned subsidiary,
Tix4Tonight, including all management staff, software and technology,
computers and server systems, and other fixed assets.

Effective May 4, 2004, the aforementioned parties entered into a settlement
agreement and release that resolved all pending litigation and claims by and
among the parties.  The resolution of these legal proceedings did not have a
significant effect on the Company's financial condition.

The Company accounted for its investment in Tickets2Nite, LLC under the
equity method of accounting.  The Company recorded $109,788 and $207,482 as
its proportionate share of net income from this business venture for the
three months and nine months ended September 30, 2003.  The Company did not
receive any distributions from this business venture in 2003.  Condensed
financial information with respect to Tickets2Nite, LLC is presented below.

                                      -26-
<PAGE>


<TABLE>
<CAPTION>
                                Tickets2Nite, LLC
                      Statements of Operations (Unaudited)
              Three Months and Nine Months Ended September 30,2003

                                         Three Months      Nine Months
                                       Ended September   Ended September
                                           30, 2003         30, 2003
                                       ---------------   ---------------
<S>                                         <C>              <C>
Ticket commissions                          $394,797         $870,961
                                             -------          -------

Selling and marketing                        106,241          264,775
General and administrative                    49,938          133,170
Depreciation and amortization                 15,420           46,260
                                             -------          -------
Total costs and expenses                     171,599          444,205
                                             -------          -------

Income from operations                       223,198          426,756
Interest expense                               3,623           11,793
                                             -------          -------
Net income                                  $219,575         $414,963
                                             =======          =======
</TABLE>


Liquidity and Capital Resources - September 30, 2004:

During the last few years, the Company has relied on the proceeds from loans
from both unrelated and related parties, capital leases and the sale of its
securities to provide the resources necessary to develop its ride facility
business, fund its business operations and invest in its Las Vegas business
venture.  During the years ended December 31, 2003 and 2002, the Company
raised $47,500 and $628,750, respectively, of new capital from the sale of
its securities.  During the nine months ended September 30, 2004, the Company
raised $225,000 of new capital from the sale or issuance of its securities.
The Company is continuing its efforts to raise additional capital during the
remainder of 2004.

Effective December 31, 2003, the Company closed its remaining ride facilities
and the business operations of Tickets2Nite, LLC were terminated.  However,
the performance of the Las Vegas business venture during 2003 successfully
validated the business model and the Company's efforts to develop and operate
this business.  As a result of the court-ordered dissolution of Tickets2Nite,
LLC, the Company commenced the operation of an identical business on January
1, 2004 at a different location and under a different name on the Las Vegas
Strip through the formation of a wholly-owned Nevada limited liability
company, Tix4Tonight, LLC.  The Company owns 100% of the Tix4Tonight
business, which is currently the Company's only source of operating revenues
in 2004.  The Company's former joint venture partner in Tickets2Nite, LLC is
now competing with Tix4Tonight, LLC through Tickets2Nite, Inc., a Nevada
corporation.

The Company is currently conducting the operations of Tix4Tonight at its
primary location at the South end of the Las Vegas Strip, which is next door
to the Harley-Davidson Cafe at 3729 Las Vegas Boulevard South, until it moves
into its new Hawaiian Marketplace Shopping Center location at 3743 Las Vegas
Boulevard South during the next several months.  During July 2004, the
Company opened a new satellite location on the North end of the Las Vegas
Strip at 2955 Las Vegas Boulevard South, and during August 2004, the Company
relocated the administrative offices of Tix4Tonight to a new facility in Las
Vegas.  During September 2004, the Company also signed a lease for a new
location in the Fashion Show Mall on the Las Vegas Strip, which is expected
to commence operations in late 2004 or early 2005.  Management is also
evaluating the prospects for expansion of this business to other cities
throughout the United States and Canada.

As a result of the growth and development of the Company's Las Vegas business
venture, the Company will require additional capital during 2004 and 2005 to
support its operations and expansion plans, which the Company intends to
obtain through the sale of its convertible debt and/or equity securities.
However, there can be no assurances that the Company will be successful in
this regard.

                                      -27-
<PAGE>

Going Concern.  The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going concern, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business.  The carrying amounts of assets and
liabilities presented in the accompanying consolidated financial statements
do not purport to represent the realizable or settlement values.  The Company
has experienced recurring operating losses, has terminated its ride simulator
business and is involved in litigation regarding its former Las Vegas ride
facility lease, and had a substantial working capital deficit at December 31,
2003.  As a result of these factors, the Company's independent certified
public accountants in their report on the Company's 2003 financial statements
have expressed substantial doubt about the Company's ability to continue as a
going concern.

During the nine months ended September 30, 2004, the Company incurred a
further net loss of $1,143,945 and a negative cash flow from operations of
$515,227, and had a working capital deficiency of $1,947,671 and a
stockholders' deficiency of $1,697,674 at September 30, 2004.  The Company
will require additional capital to fund operating and debt service
requirements, as well as to fund the expansion of its Las Vegas business
venture.  The Company has been exploring various alternatives to raise this
required capital, but there can be no assurances that the Company will
ultimately be successful in this regard.

To the extent that the Company is unable to secure the capital necessary to
fund its future cash requirements on a timely basis and/or under acceptable
terms and conditions, the Company may not have sufficient cash resources to
maintain operations.  In such event, the Company may be required to consider
a formal or informal restructuring or reorganization.

Operating Activities.  Operating activities utilized cash of $515,227 during
the nine months ended September 30, 2004, as compared to $93,255 during the
nine months ended September 30, 2003, primarily as a result of the lack of
income from discontinued operations in 2004 and the settlement of liabilities
related to discontinued operations, offset in part by an increase in accounts
payable and accrued liabilities.  At September 30, 2004, the Company's cash
had decreased by $84,633 to $6,678, as compared to $91,311 at December 31,
2003.

The Company had a working capital deficit of $1,947,671 at September 30,
2004, as compared to $1,853,907 at December 31, 2003.  At September 30, 2004
and December 31, 2003, the Company's note payable to its secured lender of
$716,242 was classified as a current liability (see "Transactions with
Secured Lender" below).

Investing Activities.  Investing activities provided net cash of $409,176
during the nine months ended September 30, 2004, consisting of distributions
resulting from the termination of the Tickets2Nite joint venture of $457,179,
less purchases of property and equipment of $48,003.  For the nine months
ended September 30, 2003, investing activities provided net cash of $41,085,
consisting of distributions from the Dave & Buster's, Inc. joint venture of
$23,861, reimbursements from Tickets2Nite of $16,930 and the proceeds from
the sale of fixed assets of $294.

Financing Activities.  Financing activities provided net cash of $21,418
during the nine months ended September 30, 2004, consisting of proceeds from
the sale of the Company's securities and the exercise of warrants of
$225,000, less the repayment of a bank line of credit of $174,000 and
principal payments on capital lease obligations of $29,582.  For the nine
months ended September 30, 2003, financing activities provided net cash of
$55,459, consisting of proceeds from the sale of the Company's securities of
$47,500 and a loan from an officer of $15,000, less principal payments on
capital lease obligations of $7,041.

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

During  2003,  the  Company  established  a line  of  credit  with  a bank  for
$174,000,  with  interest  payable  monthly  at the  bank's  prime  rate (4% at
December  31,  2003) plus 1%. The line of credit was  secured by the  Company's
assets and was  scheduled to mature on December  15,  2004.  The line of credit
was repaid in full in January 2004.

                                      -28-
<PAGE>

During the nine months ended September 30, 2003, the Company conducted a
private placement offering consisting of units comprised of four shares of
common stock and four common stock purchase warrants for each $1.00
invested.  The warrants are exercisable at $0.50 per share for a period of 30
months from the date of issuance.  The Company raised a total of $47,500 and
issued 190,000 shares of common stock and 190,000 common stock purchase
warrants.  Based on various factors, including the exercise price and terms
of the warrant and the trading range and volume of the Company's common stock
during 2003, the Company determined the value of the warrants was nominal and
therefore did not allocate any portion of the $0.25 unit sale price to the
warrants.

During the nine months ended September 30, 2003, the Company's Chief
Executive Officer made short-term advances to the Company aggregating $15,000
for working capital purposes. Such advances were unsecured, interest-free and
due on demand.  As of September 30, 2003, advances from the Company's Chief
Executive Officer aggregated $80,000.  These advances were satisfied through
the issuance of 800,000 shares of common stock in October 2003.

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

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

Required monthly payments on this loan have been in arrears subsequent to
December 31, 2002.  As a result, the principal balance of this loan of
$716,242 at September 30, 2004 and December 31, 2003 has been classified as a
current liability in the consolidated financial statements at such dates.
Accrued interest payable on this loan was $240,197 and $126,375 at September
30, 2004 and December 31, 2003, respectively.

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

Commitments and Contingencies.  At September 30, 2004, the Company did not
have any material commitments for capital expenditures other than with
respect to its two new ticket booths located on the Las Vegas Strip for its
Tix4Tonight operations.  The Company estimates that it will cost in excess of
$200,000 to build out such sites in 2004 and 2005, which the Company expects
to fund through the sale of its convertible debt and/or equity securities,
although there can be no assurances that the Company will be successful in
this regard.

Off-Balance Sheet Arrangements.  At September 30, 2004, the Company did not
have any transactions, obligations or relationships that could be considered
off-balance sheet arrangements.

                                      -29-
<PAGE>

Recent Accounting Pronouncements:

In April 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 149, "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities".  SFAS No.
149 amends and clarifies under what circumstances a contract with initial
investments meets the characteristics of a derivative and when a derivative
contains a financing component.  SFAS No. 149 is effective for contracts
entered into or modified after June 30, 2003.  The adoption of SFAS No. 149
did not have a significant effect on the Company's financial statement
presentation or disclosures.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity".  SFAS No.
150 establishes standards for how an issuer classifies and measures in its
statement of financial position certain financial instruments with
characteristics of both liabilities and equity.  SFAS No. 150 requires that
an issuer classify a financial instrument that is within its scope as a
liability (or an asset in some circumstances) because that financial
instrument embodies an obligation of the issuer.  SFAS No. 150 is effective
for financial instruments entered into or modified after May 31, 2003 and
otherwise is effective at the beginning of the first interim period beginning
after June 15, 2003.  SFAS No. 150 is to be implemented by reporting the
cumulative effect of a change in accounting principle for financial
instruments created before the issuance date of SFAS No. 150 and still
existing at the beginning of the interim period of adoption.  Restatement is
not permitted.  The adoption of SFAS No. 150 did not have a significant
effect on the Company's financial statement presentation or disclosures.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" ("FIN 45").  FIN 45 elaborates on the
existing disclosure requirements for most guarantees, including loan
guarantees such as standby letters of credit.  It also clarifies that at the
time a company issues a guarantee, the company must recognize an initial
liability for the fair market value of the obligations it assumes under that
guarantee and must disclose that information in its interim and annual
financial statements.  The initial recognition and measurement provisions of
FIN 45 apply on a prospective basis to guarantees issued or modified after
December 31, 2002.  The Company implemented the disclosure provisions of FIN
45 in its December 31, 2002 consolidated financial statements, and the
measurement and recording provisions of FIN 45 effective January 1, 2003.
The implementation of the provisions of FIN 45 did not have a significant
effect on the Company's consolidated financial statement presentation or
disclosures.

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities" ("FIN 46"), which clarifies the application of
Accounting Research Bulletin No. 51, "Consolidated Financial Statements",
relating to consolidation of certain entities.  In December 2003, the FASB
issued a revised version of FIN 46 ("FIN 46R") that replaced the original FIN
46.  FIN 46R requires identification of a company's participation in variable
interest entities ("VIEs"), which are defined as entities with a level of
invested equity that is not sufficient to fund future activities to permit it
to operate on a standalone basis.  For entities identified as a VIE, FIN 46R
sets forth a model to evaluate potential consolidation based on an assessment
of which party to the VIE (if any) bears a majority of the exposure to its
expected losses, or stands to gain from a majority of its expected returns.
FIN 46R also sets forth certain disclosures regarding interests in VIEs that
are deemed significant, even if consolidation is not required.  The Company
is not currently participating in, or invested in any VIEs, as defined in FIN
46R. The implementation of the provisions of FIN 46R in 2003 did not have a
significant effect on the Company's consolidated financial statement
presentation or disclosures.


ITEM 3.  CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information
required to be disclosed in the reports filed or submitted under the 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 Exchange Act of 1934 is accumulated
and communicated to management, including its principal executive and
financial officers, as appropriate, to allow timely decisions regarding
required disclosure.

The Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including its principal executive
and financial officer, of the effectiveness of the design and operation of
the Company's disclosure controls and procedures as of the end of the period
covered by this report.  Based upon and as of the date of that evaluation,


                                      -30-
<PAGE>

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 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 Controls

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


                          PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

At September 30, 2004, the Company was involved in the following legal
proceeding:

The Company's Las Vegas ride facility was located at the Forum Shops at
Caesars (the "Forum Shops").  The Forum Shops is a high traffic tourist mall
located between Caesars and the Mirage Hotel on the Las Vegas "Strip".

Since early 2003, the Forum Shops has been engaged in construction related to
an expansion program immediately adjacent to the Company's Las Vegas ride
facility, which the Company believed negatively impacted customer traffic and
thus revenues at this ride facility during 2003.  The Company had been in
discussions with the management of the Forum Shops regarding this issue, as a
result of which the Company suspended the payment of rent on the Las Vegas
ride facility (approximately $40,000 per month) during mid-2003.  During
October 2003, the Forum Shops commenced litigation against the Company to
collect back rent and to evict the Company's ride facility and terminate the
Company's lease.  The Company believes it has meritorious claims against the
Forum Shops, and has filed counter-claims and intends to vigorously defend
itself against this lawsuit.  As this litigation is in its initial stages,
the Company is currently unable to predict its ultimate resolution.

At December 31, 2003 and September 30, 2004, the Company had accrued
approximately $393,000 for unpaid rent on the Las Vegas ride facility through
December 31, 2003, which has been included in liabilities related to
discontinued operations in the consolidated balance sheets at such dates.
The Company's remaining obligation subsequent to December 31, 2003 under its
Las Vegas lease, the primary term of which continues through December 31,
2004, totals approximately $480,000.  As a result of the ongoing litigation
with the Forum Shops, the Company has not accrued the remaining obligation
under its Las Vegas lease.

                                      -31-
<PAGE>


ITEM 2.  CHANGES IN SECURITIES, USE OF PROCEEDS AND SMALL BUSINESS ISSUER
         PURCHASES OF EQUITY SECURITIES

During the three months ended September 30, 2004, the Company issued 75,000
shares of common stock to Gang Consulting Inc. for consulting services.  The
aggregate fair market value of such shares of $15,500 was charged to
operations as general and administrative expense.

Effective October 1, 2004, the Company issued warrants to four individuals
for services rendered to purchase 210,000 shares of common stock exercisable
for a period of three years at $0.25 per share (50,000 shares), $0.30 per
share (100,000 shares) and $0.50 per share (60,000 shares).  The aggregate
fair value of the warrants were calculated pursuant to the Black-Scholes
option-pricing model as $92,400, and was charged to operations as general and
administrative expense during the three months ended September 30,
2004.

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


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

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

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

Required monthly payments on this loan have been in arrears subsequent to
December 31, 2002.  As a result, the principal balance of this loan of
$716,242 at September 30, 2004 and December 31, 2003 has been classified as a
current liability in the consolidated financial statements at such dates.
Accrued interest payable on this loan was $240,197 and $126,375 at September
30, 2004 and December 31, 2003, respectively.

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

                                      -32-
<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) 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.

(b) Reports on Form 8-K

Three Months Ended September 30, 2004:  None

                                      -33-
<PAGE>


                                  SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.



                                       CINEMA RIDE, INC.
                                       -----------------
                                          (Registrant)


                                       /s/ MITCHELL J. FRANCIS
Date:  November 12, 2004          By:  ___________________________
                                       Mitchell J. Francis
                                       Chief Executive Officer and
                                       Chief Financial Officer
                                       (Duly Authorized Officer
                                       and Chief Financial
                                       Officer)

                                      -34-
<PAGE>

                               INDEX TO EXHIBITS



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

10.1      Forbearance Agreement between Cinema Ride, Inc. and Finova Capital
          Corporation dated October 22, 2004

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

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


                                      -35-