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

                                   FORM 10-QSB

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

      For the Quarterly Period Ended March 31, 2006

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

      For the transition period from _________ to _________

                         Commission File Number: 0-24592

                                 Tix Corporation
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

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

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

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|

As of April 15, 2006, the Company had 12,635,184 shares of common stock, $0.08
par value, issued and outstanding.

Transitional Small Business Disclosure Format: Yes |_| No |X|

Documents incorporated by reference: None.

                                       1
<PAGE>

Special Note Regarding Forward-Looking Statements:

This Quarterly Report on Form 10-QSB for the quarterly period ended March 31,
2006 contains "forward-looking" statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, including statements that include the words
"believes", "expects", "anticipates", "intends", "plans", "may", "will" or
similar expressions that are intended to identify forward-looking statements. In
addition, any statements that refer to expectations, projections or other
characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements. These forward-looking statements
may include, among others, statements concerning the Company's expectations
regarding its business, growth prospects, revenue trends, operating costs,
working capital requirements, facility expansion plans, competition, results of
operations and other statements of expectations, beliefs, future plans and
strategies, anticipated events or trends, and similar expressions concerning
matters that are not historical facts. The forward-looking statements in this
Quarterly Report on Form 10-QSB for the quarterly period ended March 31, 2006
involve known and unknown risks, uncertainties and other factors that could the
cause actual results, performance or achievements of the Company to differ
materially from those expressed in or implied by the forward-looking statements
contained herein.

Each forward-looking statement should be read in context with, and with an
understanding of, the various disclosures concerning the Company and its
business made throughout this Quarterly Report on Form 10-QSB for the quarterly
period ended March 31, 2006, as well as other public reports filed with the
United States Securities and Exchange Commission. Investors should not place
undue reliance on any forward-looking statement as a prediction of actual
results or developments. Except as required by applicable law or regulation, the
Company undertakes no obligation to update or revise any forward-looking
statement contained in this Quarterly Report on Form 10-QSB for the quarterly
period ended March 31, 2006, whether as a result of new information, future
events or otherwise.

                                       2
<PAGE>

                        TIX CORPORATION AND SUBSIDIARIES

                                      INDEX

PART I. FINANCIAL INFORMATION

  Item 1.  Financial Statements

      Condensed Consolidated Balance Sheets - March 31, 2006 (Unaudited) and
      December 31, 2005

      Condensed Consolidated Statements of Operations (Unaudited) - Three Months
      Ended March 31, 2006 and 2005

      Condensed Consolidated Statement of Stockholders' Deficiency (Unaudited) -
      Three Months Ended March 31, 2006

      Condensed Consolidated Statements of Cash Flows (Unaudited) - Three Months
      Ended March 31, 2006 and 2005

      Notes to Condensed Consolidated Financial Statements (Unaudited) - Three
      Months Ended March 31, 2006 and 2005

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

  Item 3.  Controls and Procedures

PART II.  OTHER INFORMATION

  Item 1.  Legal Proceedings

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

  Item 3.  Defaults upon Senior Securities

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

  Item 5.  Other Information

  Item 6.  Exhibits

SIGNATURES

                                       3
<PAGE>

                        Tix Corporation and Subsidiaries
                      Condensed Consolidated Balance Sheets

                                                    March 31,      December 31,
                                                      2006            2005
                                                  -----------      -----------
                                                  (Unaudited)

ASSETS

Current assets:
  Cash                                            $   555,844      $   315,763
  Prepaid accounting fee to related party                  --            8,758
  Prepaid expenses and other current assets            15,624           20,695
                                                   ----------       ----------
    Total current assets                              571,468          345,216
                                                   ----------       ----------

Property and equipment:
  Office equipment and furniture                      188,728          188,728
  Equipment under capital lease                       386,494          387,341
  Leasehold improvements                              258,292          251,216
                                                   ----------       ----------
                                                      833,514          827,285
  Less accumulated depreciation                      (283,336)        (245,165)
                                                   ----------       ----------
    Total property and equipment, net                 550,178          582,120
                                                   ----------       ----------

Other assets:
  Deferred offering costs                              58,000           58,000
  Deposits                                             46,613           56,196
                                                   ----------       ----------
    Total other assets                                104,613          114,196
                                                   ----------       ----------
Total assets                                      $ 1,226,259      $ 1,041,532
                                                   ==========       ==========

                                   (continued)

                                       4
<PAGE>

                        Tix Corporation and Subsidiaries
                Condensed Consolidated Balance Sheets (continued)

                                                     March 31,      December 31,
                                                       2006            2005
                                                   -----------      -----------
                                                   (Unaudited)

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
  Accounts payable and accrued liabilities         $ 2,008,387      $ 1,656,448
  Current portion of capital lease obligations          66,150           76,007
  Current portion of notes payable                     903,396          913,198
  Convertible debentures payable, net of discount      336,667          465,584
  Liabilities related to discontinued operations            --              600
                                                    ----------       ----------
    Total current liabilities                        3,314,600        3,111,837
                                                    ----------       ----------

Non-current liabilities:
  Capital lease obligations, less current portion      181,842          194,997
  Deferred rent                                        158,961          134,267
                                                    ----------       ----------
    Total non-current liabilities                      340,803          329,264
                                                    ----------       ----------

Commitments and contingencies

Stockholders' deficiency:
Preferred stock, $0.01 par value; 500,000
  shares authorized; none issued                            --               --
Common stock, $0.08 par value: 100,000,000
  shares authorized; 12,635,184 shares
  and 11,166,621 shares issued and
  outstanding at March 31, 2006 and
  December 31, 2005, respectively                    1,010,815          893,330
Additional paid-in capital                          12,389,549       12,155,991
Deferred compensation                                 (156,986)         (35,000)
Accumulated deficit                                (15,672,522)     (15,413,890)
                                                    ----------       ----------
Total stockholders' deficiency                      (2,429,144)      (2,399,569)
                                                    ----------       ----------
Total liabilities and
  stockholders' deficiency                         $ 1,226,259      $ 1,041,532
                                                    ==========       ==========

     See accompanying notes to condensed consolidated financial statements.

                                       5
<PAGE>

                        Tix Corporation and Subsidiaries
           Condensed Consolidated Statements of Operations (Unaudited)

                                                   Three Months Ended March 31,
                                                 -------------------------------
                                                      2006             2005
                                                 -------------    -------------

Revenues                                         $   1,035,720    $     530,484
                                                 -------------    -------------
Costs and expenses:
  Direct costs of revenues                             455,033          345,995
  Selling and marketing expenses                        93,305           68,886
  General and administrative expenses,
    including non-cash compensation expense
    of $129,914 in 2006 and $223,396 in 2005
    (including $80,514 and $0 to officers and
    directors in 2006 and 2005, respectively)          563,234          703,293
  Depreciation and amortization                         38,170           18,557
                                                 -------------    -------------
  Total costs and expenses                           1,149,742        1,136,731
                                                 -------------    -------------
Loss from operations                                  (114,022)        (606,247)
                                                 -------------    -------------
Other income (expense):
  Interest income                                           --                2
  Interest expense                                    (151,277)        (145,611)
                                                 -------------    -------------
  Total other expense, net                            (151,277)        (145,609)
                                                 -------------    -------------
Loss from continuing operations                       (265,299)        (751,856)
                                                 -------------    -------------
Income (loss) from discontinued operations:
  Income (loss) from closure of
    discontinued operations                              6,667          (10,063)
                                                 -------------    -------------
Income (loss) from discontinued operations               6,667          (10,063)
                                                 -------------    -------------
Net loss                                         $    (258,632)   $    (761,919)
                                                 =============    =============
Net loss per common share - basic and diluted:
  From continuing operations                     $       (0.02)   $       (0.07)
  From discontinued operations                              --               --
                                                 -------------    -------------
  Net loss per share                             $       (0.02)   $       (0.07)
                                                 =============    =============
Weighted average number of common shares
  outstanding - basic and diluted                   11,533,363       10,408,160
                                                 =============    =============

     See accompanying notes to condensed consolidated financial statements.

                                       6
<PAGE>

                        Tix Corporation and Subsidiaries
    Condensed Consolidated Statement of Stockholders' Deficiency (Unaudited)
                        Three Months Ended March 31, 2006

<TABLE>
<CAPTION>
                                 Common Stock            Additional                                           Total
                        -----------------------------      Paid-in        Deferred       Accumulated      Stockholders'
                            Shares         Amount          Capital      Compensation        Deficit        Deficiency
                        -------------   -------------   -------------   -------------    -------------    -------------
<S>                     <C>             <C>             <C>             <C>              <C>              <C>
Balance,
  January 1, 2006          11,166,621   $     893,330   $  12,155,991   $     (35,000)   $ (15,413,890)   $  (2,399,569)

Issuance of common
  stock upon
  conversion of
  convertible
  debenture                    93,563           7,485          17,515              --               --           25,000

Issuance of common
  stock to consultant          25,000           2,000           3,500              --               --            5,500

Issuance of common
  stock to directors          300,000          24,000          42,000              --               --           66,000

Issuance of common
  stock to officers           700,000          56,000          98,000        (143,000)              --           11,000

Issuance of common
  stock to employees          120,000           9,600          16,800              --               --           26,400

Issuance of common
  stock to law firm
  as settlement of
  accrued legal fees          230,000          18,400          55,743              --               --           74,143

Amortization of
  deferred
  compensation                     --              --              --          21,014               --           21,014

Net loss                           --              --              --              --         (258,632)        (258,632)
                        -------------   -------------   -------------   -------------    -------------    -------------
Balance,
  March 31, 2006           12,635,184   $   1,010,815   $  12,389,549   $    (156,986)   $ (15,672,522)   $  (2,429,144)
                        =============   =============   =============   =============    =============    =============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                       7
<PAGE>

                        Tix Corporation and Subsidiaries
           Condensed Consolidated Statements of Cash Flows (Unaudited)

<TABLE>
<CAPTION>
                                                   Three Months Ended March 31,
                                                  ------------------------------
                                                     2006            2005
                                                  -------------    -------------
<S>                                               <C>              <C>
Cash flows from operating activities:
Net loss                                          $    (258,632)   $    (761,919)
Adjustments to reconcile net loss to net
  cash provided by (used in) operating
  activities:
  Depreciation and amortization                          38,170           18,557
  Deferred rent                                          24,694           35,465
  Amortization of prepaid accounting fee                  8,758           12,014
  Common stock and warrants issued for services         108,900          218,396
  Amortization of deferred compensation                  21,014            5,000
  Amortization of deferred loan costs                    64,416           96,621
  Changes in operating assets and liabilities:
    (Increase) decrease in:
      Prepaid expenses and other current assets           5,071          (23,949)
      Deposits                                            9,583               --
    Increase (decrease) in:
      Accounts payable and accrued liabilities          426,081          245,242
      Liabilities related to discontinued
        operations                                         (600)          15,836
                                                  -------------    -------------
Net cash provided by (used in) operating
  activities                                            447,455         (138,737)
                                                  -------------    -------------

Cash flows from investing activities:
  Purchases of property and equipment                    (6,229)        (123,852)
                                                  -------------    -------------
Net cash used in investing activities                    (6,229)        (123,852)
                                                  -------------    -------------

Cash flows from financing activities:
  Payments on capital lease obligations                 (23,010)         (11,704)
  Payments on notes payable                              (9,802)          (8,817)
  Payments on convertible debentures                   (168,333)              --
  Net proceeds from issuance of convertible
    debenture                                                --          239,300
                                                  -------------    -------------
Net cash provided by (used in) financing
  activities                                           (201,145)         218,779
                                                  -------------    -------------

Cash:
  Net increase (decrease)                               240,081          (43,810)
  Balance at beginning of period                        315,763          131,186
                                                  -------------    -------------
  Balance at end of period                        $     555,844    $      87,376
                                                  =============    =============
</TABLE>

                                   (continued)

                                       8
<PAGE>

                        Tix Corporation and Subsidiaries
     Condensed Consolidated Statements of Cash Flows (Unaudited)(continued)

<TABLE>
<CAPTION>
                                                      Three Months Ended March 31,
                                                     -------------   -------------
                                                          2006            2005
                                                     -------------   -------------
<S>                                                  <C>             <C>
Supplemental disclosures of cash flow information:

Cash paid for:
  Interest                                           $      53,445   $      11,463
  Income taxes                                                  --           1,600

Non-cash investing and financing activities:

Acquisition of capital lease assets and
  related obligation                                 $          --   $       5,510
Conversion of accounts payable to notes
  payable                                                       --          24,000
Issuance of common stock for accounts payable               74,143         101,382
Issuance of common stock for loan referral fees                 --         201,600
Issuance of convertible debenture for prepaid
  legal fees                                                    --          12,500
Issuance of common stock upon conversion of
  convertible debenture                                     25,000              --
Beneficial conversion feature of convertible
  debenture                                                     --          70,000
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                       9
<PAGE>

                        Tix Corporation and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (Unaudited)
                   Three Months Ended March 31, 2006 and 2005

1.    Organization and Basis of Presentation

Basis of Presentation:

The condensed consolidated financial statements include the operations of Tix
Corporation and its wholly-owned subsidiaries, including Tix4Tonight, LLC, a
Nevada entity (the "Company"). All intercompany transactions and balances are
eliminated in consolidation.

The interim condensed consolidated financial statements are unaudited, but in
the opinion of management of the Company, contain all adjustments, which include
normal recurring adjustments, necessary to present fairly the financial position
at March 31, 2006, the results of operations for the three months ended March
31, 2006 and 2005, and the cash flows for the three months ended March 31, 2006
and 2005. The consolidated balance sheet as of December 31, 2005 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,
2005, as filed with the Securities and Exchange Commission.

The Company's results of operations for the three months ended March 31, 2006
are not necessarily indicative of the results of operations to be expected for
the full fiscal year ending December 31, 2006.

Business Operations:

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

Since January 1, 2004, the Company's sole business activity, through its
wholly-owned subsidiary, Tix4Tonight, LLC, has been the sale of tickets for Las
Vegas shows, generally at 50% of the original box office price, on the same day
of the performance, from four ticket booths located in Las Vegas, Nevada (see
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.

Going Concern:

The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. However, the Company
had a net loss of $1,022,952 during the year ended December 31, 2005, and had a
working capital deficiency of $2,766,621 and a stockholders' deficiency of
$2,399,569 at December 31, 2005. During the three months ended March 31, 2006,
the Company incurred a further net loss of $258,632, and had a working capital
deficiency of $2,743,132 and a stockholders' deficiency of $2,429,144 at March
31, 2006. These factors raise substantial doubt about the Company's ability to
continue as a going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts, or amounts and classification of liabilities that might result from
this uncertainty.

                                       10
<PAGE>

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

Net Loss Per Common Share:

Statement of Financial Accounting Standards No. 128, "Earnings Per Share",
requires presentation of basic earnings per share ("Basic EPS") and diluted
earnings per share ("Diluted EPS"). Basic income (loss) per share is computed by
dividing income (loss) available to common stockholders by the weighted average
number of common shares outstanding during the period. Diluted earnings per
share gives effect to all dilutive potential common shares outstanding during
the period. These potentially dilutive securities were not included in the
calculation of loss per share for the three months ended March 31, 2006 and 2005
because the Company incurred a loss during such periods and thus their effect
would have been anti-dilutive. Accordingly, basic and diluted loss per share is
the same for the three months ended March 31, 2006 and 2005. At March 31, 2006,
potentially dilutive securities consisted of outstanding common stock purchase
warrants and stock options to acquire an aggregate of 2,225,684 shares. At March
31, 2005, potentially dilutive securities consisted of convertible debentures
payable and outstanding common stock purchase warrants and stock options to
acquire an aggregate of 7,055,934 shares.

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.

Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS No. 123"), established a fair value method of accounting
for stock-based compensation plans and for transactions in which an entity
acquires goods or services from non-employees in exchange for equity
instruments. SFAS No. 123 was amended by Statement of Financial Accounting
Standards No. 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure", which required 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. Through December 31, 2005, the Company accounted for
stock-based compensation utilizing the intrinsic value method prescribed in
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" ("APB No. 25"), with pro forma disclosures of net income (loss) as if
the fair value method had been applied. Accordingly, compensation cost for stock
options was measured as the excess, if any, of the fair market price of the
Company's stock at the date of grant over the amount an employee must pay to
acquire the stock.

As the exercise price of stock options and warrants issued to employees was not
less than the fair market value of the Company's common stock on the date of
grant, and in accordance with accounting for such options utilizing the
intrinsic value method, there was no related compensation expense recorded in
the Company's 2005 consolidated financial statements. The fair value of stock
options and warrants issued to officers, directors and employees at not less
than fair market value of the Company's common stock on the date of grant was
estimated using the Black-Scholes option-pricing model, and the effect on the
Company's results of operations was shown as if such stock options and warrants
had been accounted for pursuant to SFAS No. 123.

                                       11
<PAGE>

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 123 (revised 2004), "Share Based Payment" ("SFAS No. 123R"), a revision to
SFAS No. 123, "Accounting for Stock-Based Compensation". SFAS No. 123R
superseded APB No. 25 and amended SFAS No. 95, "Statement of Cash Flows".
Effective January 1, 2006, SFAS No. 123R requires that the Company measure the
cost of employee services received in exchange for equity awards based on the
grant date fair value of the awards, with the cost to be recognized as
compensation expense in the Company's financial statements over the vesting
period of the awards.

Accordingly, the Company will recognize compensation cost for equity-based
compensation for all new or modified grants issued after December 31, 2005. In
addition, commencing January 1, 2006, the Company is required to recognize the
unvested portion of the grant date fair value of awards issued prior to adoption
of SFAS No. 123R based on the fair values previously calculated for disclosure
purposes over the remaining vesting period of the outstanding stock options and
warrants.

The Company adopted SFAS No. 123R effective January 1, 2006, and is using the
modified prospective method in which compensation cost is recognized beginning
with the effective date (a) based on the requirements of SFAS No. 123R for all
share-based payments granted after the effective date and (b) based on the
requirements of SFAS No. 123R for all awards granted to employees prior to the
effective date of SFAS No. 123R that remain unvested on the effective date.

During the three months ended March 31, 2006 and 2005, the Company did not issue
or have outstanding any unvested stock options or warrants to officers,
directors and employees that vested during the respective periods. Accordingly,
no pro forma financial disclosure was presented for the three months ended March
31, 2005.

Reclassification:

Certain 2005 amounts have been reclassified to conform to the presentation in
2006.

2.    Recent Accounting Pronouncements and Developments

In May 2005, the Financial Accounting Standards Board ("FASB") issued SFAS No.
154, "Accounting Changes and Error Corrections" ("SFAS No. 154"). SFAS No. 154
is a replacement of APB Opinion No. 20, "Accounting Changes" and SFAS No. 3,
"Reporting Accounting Changes in Interim Financial Statements - (an Amendment of
APB Opinion No. 28)" and provides guidance on the accounting for and reporting
of accounting changes and error corrections. SFAS No. 154 establishes
retrospective application as the required method for reporting a change in
accounting principle, and provides guidance for determining whether
retrospective application of a change in accounting principle is impracticable
and for reporting a change when retrospective application is impracticable.
Retrospective application is the application of a different accounting principle
to a prior accounting period as if that principle had always been used or as the
adjustment of previously issued financial statements to reflect a change in the
reporting entity. SFAS No. 154 also addresses the reporting of the correction of
an error by restating previously issued financial statements. The Company
adopted the provisions of SFAS No. 154 effective January 1, 2006.

On September 22, 2005, the Securities and Exchange Commission ("SEC") issued
rules to delay by one-year the required reporting by management on internal
controls over financial reporting for non-accelerated filers. The new SEC rule
extends the compliance date for such registrants to fiscal years ending on or
after July 15, 2007. Accordingly, the Company qualifies for the deferral until
its year ending December 31, 2007 to comply with the internal control reporting
requirements.

                                       12
<PAGE>

3.    Ride Simulator Business

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

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

In December 2005, the Company and the Forum Shops entered into a Settlement
Agreement and Mutual Release of Claims with respect to this litigation. The
Settlement Agreement and Mutual Release provided that the Forum Shops would make
a one-time cash payment to the Company of $50,000 in complete settlement of this
matter, which was received by the Company on December 28, 2005. In addition, the
Settlement Agreement and Mutual Release contained standard release provisions
with respect to the Company's former ride facility lease. In connection with
this settlement, the Company recorded a gain of $676,657 in 2005, of which
$50,000 represented the cash settlement and $626,657 reflected a reduction in
previously recorded accrued rent included in liabilities related to discontinued
operations.

The Las Vegas Facility and the West Edmonton Mall Facility were closed on or
about December 31, 2003, thus terminating this line of business. This line of
business is presented as a discontinued operation in the Company's consolidated
financial statements for the three months ended March 31, 2006 and 2005.

For the three months ended March 31, 2006 and 2005, the Company recognized
income (loss) related to the closure of the operations discontinued at December
31, 2003 of $6,667 and $(10,063), respectively.

At March 31, 2006, the Company did not have any liabilities related to
discontinued operations. At December 31, 2005, liabilities related to
discontinued operations were $600.

4.    Tix4Tonight, LLC

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

On January 1, 2004, the Company commenced the operation of a same-day discount
ticket business 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 has been the Company's only source
of operating revenues since January 1, 2004. The operations of Tickets2Nite, LLC
and Tix4Tonight, LLC are not directly comparable, since Tickets2Nite, LLC was
accounted for under the equity method of accounting and Tix4Tonight, LLC is
consolidated with the Company's operations. The Company's competition includes
its former partner in Tickets2Nite, LLC, which operates the same type of
business in Las Vegas that competes with Tix4Tonight, LLC from one site on the
Las Vegas Strip.

                                       13
<PAGE>

The Company conducts the operations of Tix4Tonight at four locations in Las
Vegas, Nevada: South Strip at the Hawaiian Marketplace Shopping Center (which
commenced operations in November 2005 and replaced the location next to the
Harley-Davidson Cafe at Harmon); the Fashion Show Mall Strip entrance in front
of Neiman-Marcus (which commenced operations in February 2005); North Strip
across from the Stardust Hotel and Casino; and in downtown Las Vegas at the Four
Queens Hotel fronting onto the Fremont Street Experience (which commenced
operations in December 2005).

Tix4Tonight generally sells show tickets made available to it under short-term,
non-exclusive agreements with approximately 50 Las Vegas shows, out of a total
of approximately 80 Las Vegas shows running at any one time, and typically
offers tickets for approximately 40 shows on any given day at half-price plus a
service fee. Tix4Tonight does not know exactly what shows it will be able to
offer tickets for until the same day of the show. There are usually many more
tickets available each day than are sold, although it is not uncommon for
Tix4Tonight to sell-out its supply of tickets for individual shows. The shows
are paid on a weekly basis only for the tickets that Tix4Tonight actually sells
to customers, thus Tix4Tonight has no financial risk with respect to unsold
tickets.

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

During the three months ended March 31, 2006, two hotel showrooms accounted for
11.7% and 10.2% of revenues, respectively. During the three months ended March
31, 2005, one hotel showroom and one other ticket source accounted for 13.4% and
13.1% of revenues, respectively.

5.    Notes Payable

Notes payable consisted of the following at March 31, 2006 and December 31,
2005:

<TABLE>
<CAPTION>
                                                                      2006           2005
                                                                   -----------    -----------
                                                                   (Unaudited)
<S>                                                                <C>            <C>
Notes payable, Finova (as modified October 29, 2004)
  - Discounted Amount                                              $   112,957    $   119,759
  - Remaining Indebtedness                                             781,439        781,439
Note payable, other                                                      9,000         12,000
                                                                   -----------    -----------
                                                                       903,396        913,198
Less current portion                                                  (903,396)      (913,198)
                                                                   -----------    -----------
Non-current portion                                                $        --    $        --
                                                                   ===========    ===========
</TABLE>

                                       14
<PAGE>

Note Payable, Finova:

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.

Effective October 29, 2004, the Company entered into a Forbearance Agreement
with the lender which provided for the Company to repay the lender its aggregate
obligation at September 30, 2004 of $956,439 (including accrued interest payable
of $240,197) as follows: (i) $175,000 of the $956,439 (the "Discounted Amount"),
to be paid commencing November 1, 2004, and on the first day of each consecutive
month, by payment of $3,000 to the lender, to be applied first against interest
accruing for the prior month at the rate of 7.5% per annum, and then, to the
extent available, as a reduction of the $175,000 principal balance; (ii) on
December 1, 2006, the unpaid principal balance of the $175,000, plus accrued and
unpaid interest, to 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 in the amount of
$781,439 (the "Remaining Indebtedness") will continue to bear interest at 16.64%
per annum, but will be deemed fully satisfied if the Company pays the lender the
entire $175,000, with interest, as specified above. In conjunction with this
agreement, the Company also assigned to the lender as additional collateral its
interest in and rights to a key man life insurance policy on the Company's
President and Chief Executive Officer.

Although the Company expects to repay in full the Discounted Amount, and is in
compliance with the terms of the Forbearance Agreement at March 31, 2006, there
can be no assurances that the Company will be successful in this regard.
Accordingly, the Remaining Indebtedness will remain as a liability until such
time as the Company has fully repaid the $175,000 pursuant to the terms of the
Forbearance Agreement. The balance of the Discounted Amount was $112,957 at
March 31, 2006 and $119,759 at December 31, 2005.

6.    Issuance of Convertible Debentures and Standby Equity Distribution
      Agreement

Issuance of Convertible Debentures to Advantage Capital Development Corp.:

On December 7, 2004, the Company closed a financing transaction in which it sold
5% secured convertible debentures with an aggregate face value of $530,000
(collectively, the "Debentures") to Advantage Capital Development Corp.
("Advantage"). The Company issued a Debenture with a face value of $250,000 upon
closing ("Debenture No. 1") and received net proceeds of $200,000. The Company
issued another Debenture with a face value of $280,000 on January 6, 2005
("Debenture No. 2") and received net proceeds of $239,300. The Debentures were
originally scheduled to mature on March 7, 2006. Based on the maturity date of
the Debentures, the Debentures were classified in the Company's balance sheet as
current liabilities at March 31, 2006 and December 31, 2005.

                                       15
<PAGE>

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

On November 4, 2004, the Company also issued to Advantage a warrant to purchase
100,000 shares of common stock exercisable at $0.25 per share through November
4, 2007, which was determined to have a fair value, calculated pursuant to the
Black-Scholes option-pricing model, of $36,000. As described below, the Company
has the right to determine the form of payment (cash or common stock) for any
liquidated damages that the Company might be required to pay to Advantage as a
result of its failure to file or maintain effective a registration statement
with respect to the shares of common stock underlying the warrant with the
Securities and Exchange Commission ("SEC").

The Debentures are convertible into equity based on their face amount, which
resulted in a beneficial conversion feature with a fair value of $62,500 for
Debenture No. 1 and $70,000 for Debenture No. 2. The aggregate value of the
warrant of $36,000, the value of the beneficial conversion features of $62,500
and $70,000, and the aggregate related financing costs of $90,700 paid by the
Company to the lender were recorded as a discount to the face value of the
Debentures, and was charged to operations as interest expense over the term of
the Debentures through March 31, 2006.

Effective February 15, 2005, Advantage agreed to extend the deadline for filing
the Initial Registration Statement to March 31, 2005 in exchange for the Company
agreeing to make monthly interest payments on the Debentures. Accordingly, for
the three months ended March 31, 2005, the Company did not record a provision
for Liquidated Damages.

On September 28, 2005, Advantage issued a Notice of Default to the Company with
regard to the $530,000 principal amount of Debentures as a result of the
Company's failure to pay an originally unspecified amount of liquidated damages
as a result of the Company's failure to have its registration statement declared
effective by the SEC by the specified filing date in accordance with the terms
of the Debentures. On October 27, 2005, Advantage rescinded such Notice of
Default and accepted the Company's proposed payment plan to cure the liquidated
damages owed to Advantage. The proposed payment plan consisted of three equal
installments of $10,600, payable on the 18th day of each month beginning October
18, 2005 and ending December 18, 2005 (the "Payment Plan"). The Company agreed
to make all payments in full according to the payment schedule and to have its
registration statement declared effective by the SEC by no later than November
30, 2005. If the Company's registration statement was declared effective by
November 30, 2005, Advantage agreed to forgo the October and November payments
due from the Company according to the Payment Plan. If the Company's
registration statement was not declared effective by November 30, 2005, the
Notice of Default would be reinstated and all amounts due and owing to Advantage
would immediately become payable.

For the year ended December 31, 2005, the Company recorded Liquidated Damages of
$79,500, which was included in interest expense in the Company's consolidated
financial statements.

On February 27, 2006, the Company entered into a settlement agreement with
Advantage to modify the Securities Purchase Agreement, the Security Agreement,
the Warrant, the Debentures, the Escrow Agreement and the Investor Registration
Rights Agreement, each executed on November 4, 2004, and the Amendments dated
December 2004, January 2005 and February 2005 to satisfy the outstanding amount
due in Liquidated Damages equal to $30,000 pursuant to the Company's late filing
and effectiveness of its Registration Statement as set forth in the Investor
Registration Rights Agreement. The Liquidated Damages were accrued on the
Company's balance sheet at December 31, 2005.

                                       16
<PAGE>

In accordance with the settlement agreement, the Company agreed to honor the
$25,000 conversion notice previously submitted by Advantage, issue such
conversion shares and reduce the balance on the Debentures accordingly. As a
result, during February 2006, the Company issued 93,563 shares of common stock
to Advantage with a fair market value of $25,000 based on a conversion price of
$0.2672 per share.

The Company also agreed to pay interest on the Debenture's outstanding balance
monthly and to redeem one-third of the remaining loan balance plus the
redemption premium each on April 1, 2006, June 1, 2006 and August 1, 2006.
During the term of the settlement agreement, as long as the Company is not in
default under such agreement, Advantage agreed to suspend any additional
conversions with respect to its Debentures. On March 29, 2006, the Company paid
the installment due on April 1, 2006 of $202,000, which consisted of a principal
payment of $168,333 and a redemption premium of $33,667. The Company expects to
repay the remaining balance of the Debentures of approximately $336,667, as well
as the estimated remaining redemption premium of $67,333, through funds
generated from the issuance of debt and/or the sale of equity securities.
Although the Company expects to be able to raise the capital necessary to repay
the Debentures and pay the redemption premium, there can be no assurances that
the Company will be successful in this regard.

The Company is recognizing the redemption premium as additional interest expense
over the scheduled repayment term of the Debentures through August 1, 2006. The
Company was in compliance with the settlement agreement at March 31, 2006.

Standby Equity Distribution Agreement with Cornell Capital Partners, L.P.:

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

Cornell received 290,000 shares of the Company's common stock as a commitment
fee and received an additional 290,000 shares of the Company's common stock on
the first year anniversary of the Standby Equity Distribution Agreement.
Newbridge Securities Corporation ("Newbridge") will serve as exclusive placement
agent for the sale of the shares of common stock. In consideration for
Newbridge's services, Newbridge received 20,000 shares of the Company's common
stock. The shares of common stock issued to Cornell and Newbridge were recorded
at par value of $0.08 per share (aggregate amount $48,000) and were included in
deferred offering costs in the Company's balance sheet at March 31, 2006 and
December 31, 2005.

Agreement with Knightsbridge Holdings, LLC:

On January 6, 2005, pursuant to an agreement dated as of August 31, 2004 and as
a result of the execution of the Standby Equity Distribution Agreement and the
completion of the issuance of the Debentures, the Company issued 448,000 shares
of common stock to Knightsbridge Holdings, LLC ("Knightsbridge") as a referral
fee. The Company was obligated to file a registration statement to cover 200% of
the shares so issued. The agreement with Knightsbridge was for an initial term
through February 28, 2005, and shall continue thereafter on a month-to-month
basis, but the Company shall not have the right to terminate the agreement until
such time as it has fulfilled all of its obligations under its agreement with
Advantage. The Company also agreed to pay Knightsbridge a monthly consulting fee
of $2,500. The fair market value of the shares of $201,600 ($0.45 per share) was
recorded as a discount to the face value of the Debentures on January 6, 2005,
and was charged to operations as interest expense over the remaining term of the
Debentures through March 31, 2006.

                                       17
<PAGE>

The agreement with Knightsbridge also provides that during the term of the
agreement and for a period of two (2) years thereafter, through a source
introduced, directly or indirectly, by Knightsbridge, with respect to any
financing transaction that the Company completes, that Knightsbridge shall
receive a referral fee for debt financings ranging from 1.0% to 2.0% and for
equity financings ranging from 1.5% to 4.0%; and with respect to a merger or
acquisition transaction, that Knightsbridge shall receive 5.0% of any securities
issued by the Company and a fee ranging from 3.0% to 5.0% of the defined
transaction value.

Registration Rights:

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

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

On July 20, 2005, the Company filed a Registration Statement on Form SB-2 with
the SEC to register the shares of common stock that may be purchased by Cornell
under the Standby Equity Distribution Agreement, as well as the shares of common
stock with respect to the Company's commitments to Advantage, Newbridge and
Knightsbridge. The Registration Statement, as amended, was declared effective by
the SEC on February 13, 2006.

7.    Stock-Based Transactions

Agreement with Financial Advisory Firm:

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

                                       18
<PAGE>

Effective January 3, 2005, the Company and Gang Consulting Ltd. entered into a
new two-year consulting arrangement effective as of January 1, 2005 that
provided for: (1) the termination of the consulting fee payable to Gang
Consulting Ltd. of $10,000 per month; (2) the cancellation of common stock
purchase warrants previously issued to Gang Consulting Ltd. to purchase an
aggregate of 800,000 shares of common stock in equal installments of 100,000
shares at $0.50, $1.00, $1.50, $2.00, $2.50, $3.00, $3.50 and $4.00 per share,
respectively; and (3) the issuance of common stock purchase warrants to purchase
400,000 shares of common stock, which were fully vested at issuance and
exercisable through May 1, 2008 as follows: 100,000 shares at $0.25 per share;
100,000 shares at $0.50 per share; 50,000 shares at $0.75 per share; 50,000
shares at $1.00 per share; 25,000 shares at $1.25 per share; 25,000 shares at
$1.50 per share; 25,000 shares at $1.75 per share; and 25,000 shares at $2.00
per share. The aggregate fair value of such warrants, calculated pursuant to the
Black-Scholes option pricing model, of $172,000 was charged to operations as
general and administrative expense during the three months ended March 31, 2005,
as the warrants were fully vested and non-forfeitable at the date of issuance.

Other Equity-Based Transactions during the Three Months Ended March 31, 2005:

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

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

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

On October 10, 2003, the Company entered into a two year consulting agreement
with a consultant. The Company issued a warrant to the consultant to purchase
400,000 shares of common stock, exercisable at $0.10 per share through October
10, 2006 in monthly installments of 16,667 shares. The fair value of such
warrant was calculated pursuant to the Black-Scholes option-pricing model as
$40,000 and was credited to additional paid-in capital and charged to deferred
compensation in the stockholder's deficiency section of the Company's balance
sheet. This amount was charged to operations as general and administrative
expense over the two-year period beginning October 1, 2003 and ending September
30, 2005. Accordingly, for the three months ended March 31, 2005 and 2004,
$5,000 was charged to operations as general and administrative expense with
respect to such warrant.

Other Equity-Based Transactions during the Three Months Ended March 31, 2006:

                                       19
<PAGE>

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

On March 13, 2006, the Company issued 50,000 shares of common stock to Kimberly
Simon, its Vice President, as a bonus for services rendered. The shares of
common stock were recorded at their fair market value on the date of issuance of
$11,000 ($0.22 per share) and were charged to operations as general and
administrative expense during the three months ended March 31, 2006.

On March 13, 2006, the Company issued a total of 120,000 shares of common stock
to its non-officer employees as a bonus for services rendered. The shares of
common stock were recorded at their fair market value on the date of issuance of
$26,400 ($0.22 per share) and were charged to operations as general and
administrative expense during the three months ended March 31, 2006.

On March 13, 2006, the Company issued 25,000 shares of common stock to a
consultant for services rendered. The shares of common stock were recorded at
their fair market value on the date of issuance of $5,500 ($0.22 per share) and
were charged to operations as general and administrative expense during the
three months ended March 31, 2006.

On March 13, 2006, the Company issued a total of 300,000 shares of common stock
to its two non-officer directors for services rendered, consisting of 150,000
shares to Benjamin Frankel and 150,000 shares to Norman Feirstein. The shares of
common stock were recorded at their fair market value on the date of issuance of
$66,000 ($0.22 per share) and were charged to operations as general and
administrative expense during the three months ended March 31, 2006.

On March 13, 2006, the Company issued 150,000 shares of common stock to Kimberly
Simon, its Vice President. The shares of common stock are subject to pro rata
forfeiture over a three-year period based on Ms. Simon ceasing to be employed by
the Company. The 150,000 shares of common stock were recorded at their fair
market value on the date of issuance of $33,000 ($0.22 per share) and such
amount was credited to common stock and additional paid-in capital and charged
to deferred compensation in the stockholder's deficiency section of the
Company's balance sheet. This amount is being charged to operations as general
and administrative expense over the three-year period commencing March 13, 2006.

On June 30, 2005, the Company entered into a three-month consulting agreement
with Wall Streets Inside Reporter, Inc. for marketing and strategic planning
services, which provided for a monthly cash payment of $5,000 and the issuance
of 140,000 shares of common stock. The shares of common stock have piggyback
registration rights. The aggregate fair market value of such shares of $35,000
was reflected as deferred compensation in the stockholders' deficiency section
of the Company's consolidated balance sheet. The parties have agreed that the
services to be rendered pursuant to the consulting agreement will be provided
beginning when the Company's registration statement has been declared effective
by the SEC. Accordingly, the $35,000 is being charged to operations as general
and administrative expense over the three-month period commencing February 13,
2006 (the date that the Company's registration statement was declared effective
by the SEC), of which $17,500 was amortized during the three months ended March
31, 2006.

During March 2006, the Company issued 500,000 shares of common stock pursuant to
a new employment agreement with its President and Chief Executive Officer (see
Note 9).

8.    Related Party Transactions

During 2006, Benjamin Frankel, a director of the Company, was a principal in
Frankel, LoPresti & Co., an accountancy corporation. During 2005, Mr. Frankel
was a principal in the accounting firm of Frankel, Lodgen, Lacher, Golditch,
Sardi & Howard LLP.

                                       20
<PAGE>

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

During the three months ended March 31, 2006 and 2005, the Company incurred fees
to such accounting firms of $17,806 and $22,012, respectively, for accounting
and tax services. In addition, during the three months ended March 31, 2006, the
Company wrote-off the remaining balance of the prepaid accounting fee to Mr.
Frankel's former firm of $8,758 at December 31, 2005.

At March 31, 2006 and December 31, 2005, the Company had accrued compensation
due to its President and Chief Executive Officer of $65,726, which was included
in accounts payable and accrued liabilities.

9.    Commitments and Contingencies

Effective March 1, 2006, the Company entered in a three-year employment
agreement with Mitch Francis, its President and Chief Executive Officer, to
serve as Chairman of the Board of Directors, President and Chief Executive
Officer. The agreement provides for a base annual salary of $275,000, annual
increases of 8%, benefits, and annual bonuses equal to 6% of the Company's
annual earnings in excess of $500,000 before taxes, depreciation and
amortization, but after interest expense. The agreement also provides that the
Company issue to Mr. Francis 500,000 shares of restricted common stock within
thirty (30) days of March 1, 2006. The shares of common stock were issued on
March 13, 2006. The shares of common stock are subject to a prohibition on being
traded, encumbered or otherwise transferred, which restriction shall lapse in
equal annual installments on March 13, 2007, 2008 and 2009. Upon the occurrence
of a change in control of the Company, as defined, Mr. Francis will be entitled
to, among other compensation, an amount equal to five times his annual base
salary immediately prior to the change in control event.

The 500,000 shares of common stock were recorded at their fair market value on
the date of issuance of $110,000 ($0.22 per share) and such amount was credited
to common stock and additional paid-in capital and charged to deferred
compensation in the stockholder's deficiency section of the Company's balance
sheet. This amount is being charged to operations as general and administrative
expense over the three-year period commencing March 1, 2006.

10.   Subsequent Events

Subsequent to March 31, 2006, the Company is attempting to raise between
$500,000 and $1,000,000 of additional capital through the sale of units at $0.25
per unit, with each unit consisting of one share of common stock and 1/2 warrant
exercisable at $0.50 per share for a period of 24 months. During April 2006, the
Company raised $85,000 through the sale of such units.

                                       21
<PAGE>

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

Overview:

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

The Company conducts the operations of Tix4Tonight at four locations in Las
Vegas, Nevada: South Strip at the Hawaiian Marketplace Shopping Center (which
commenced operations in November 2005 and replaced the location next to the
Harley-Davidson Cafe at Harmon); the Fashion Show Mall Strip entrance in front
of Neiman-Marcus (which commenced operations in February 2005); North Strip
across from the Stardust Hotel and Casino; and in downtown Las Vegas at the Four
Queens Hotel fronting onto the Fremont Street Experience (which commenced
operations in December 2005).

Critical Accounting Policies and Estimates:

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

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

Revenue Recognition and Presentation:

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

Impairment of Long-Lived Assets:

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

Income Taxes:

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

                                       22
<PAGE>

Recent Accounting Pronouncements and Developments:

In May 2005, the Financial Accounting Standards Board ("FASB") issued SFAS No.
154, "Accounting Changes and Error Corrections" ("SFAS No. 154"). SFAS No. 154
is a replacement of APB Opinion No. 20, "Accounting Changes" and SFAS No. 3,
"Reporting Accounting Changes in Interim Financial Statements - (an Amendment of
APB Opinion No. 28)" and provides guidance on the accounting for and reporting
of accounting changes and error corrections. SFAS No. 154 establishes
retrospective application as the required method for reporting a change in
accounting principle, and provides guidance for determining whether
retrospective application of a change in accounting principle is impracticable
and for reporting a change when retrospective application is impracticable.
Retrospective application is the application of a different accounting principle
to a prior accounting period as if that principle had always been used or as the
adjustment of previously issued financial statements to reflect a change in the
reporting entity. SFAS No. 154 also addresses the reporting of the correction of
an error by restating previously issued financial statements. The Company
adopted the provisions of SFAS No. 154 effective January 1, 2006.

On September 22, 2005, the Securities and Exchange Commission ("SEC") issued
rules to delay by one-year the required reporting by management on internal
controls over financial reporting for non-accelerated filers. The new SEC rule
extends the compliance date for such registrants to fiscal years ending on or
after July 15, 2007. Accordingly, the Company qualifies for the deferral until
its year ending December 31, 2007 to comply with the internal control reporting
requirements.

Results of Operations - Three Months Ended March 31, 2006 and 2005:

Revenues. Revenues from ticket commissions and fees were $1,035,720 for the
three months ended March 31, 2006, as compared to $530,484 for the three months
ended March 31, 2005, an increase of $505,236 or 95.2%. Revenues increased in
2006 as compared to 2005 as a result of several factors, including additional
ticket booths, improved ticket booth locations, higher quality show tickets, and
increased customer demand for tickets. The Company sold 117,455 tickets during
the three months ended March 31, 2006, as compared to 60,849 tickets during the
three months ended March 31, 2005, an increase of 56,606 tickets or 93.0%.
Commissions and fees were earned on the gross sales value of show tickets sold
to customers of $4,164,521 for the three months ended March 31, 2006, as
compared to $1,967,462 for the three months ended March 31, 2005, an increase of
$2,197,059 or 111.7%.

Direct Costs of Revenues. Direct costs of revenues were $455,033 for the three
months ended March 31, 2006, as compared to $345,995 for the three months ended
March 31, 2005, an increase of $109,038 or 31.5%. Direct costs of revenues
decreased to 43.9% of revenues for the three months ended March 31, 2006, as
compared to 65.2% of revenues for the three months ended March 31, 2005, as a
result of the significant increase in revenues in 2006 as compared to 2005.
Direct costs of revenues increased on an absolute basis in 2006 as compared to
2005 as a result of an increase in rent expense resulting from expanded or
additional ticketing locations opened in late 2005, and an increase in payroll
costs resulting from the hiring of additional employees to staff these
locations.

Selling and Marketing Expenses. Selling and marketing expenses were $93,305 for
the three months ended March 31, 2006, as compared to $68,886 for the three
months ended March 31, 2005, an increase of $24,419 or 35.4%, primarily as a
result of an increase in discretionary advertising expenditures. Selling and
marketing expenses decreased to 9.0% of revenues for the three months ended
March 31, 2006, as compared to 13.0% of revenues for the three months ended
March 31, 2005.

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

                                       23
<PAGE>

General and Administrative Expenses. General and administrative expenses were
$563,234 for the three months ended March 31, 2006, as compared to $703,293 for
the three months ended March 31, 2005, a decrease of $140,059 or 19.9%,
primarily as a result of a decrease in consulting and legal fees, offset in part
by increases in merchant fees and corporate staffing costs. Included in general
and administrative expenses were non-cash consulting and advisory fees and
compensation of $129,914 for the three months ended March 31, 2006 (including
$80,514 to officers and directors), as compared to $223,396 for the three months
ended March 31, 2005 (including $172,000 related to the issuance of warrants to
Gang Consulting Ltd.).

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

Depreciation and Amortization. Depreciation and amortization was $38,170 for the
three months ended March 31, 2006, as compared to $18,557 for the three months
ended March 31, 2005, an increase of $19,613 or 105.7%, primarily as a result of
increased depreciation and amortization incurred with respect to leasehold
improvements and equipment acquired for Tix4Tonight's new ticketing locations in
Las Vegas.

Loss from Operations. As a result of the aforementioned factors, the loss from
operations was $114,022 for the three months ended March 31, 2006, as compared
to a loss from operations of $606,247 for the three months ended March 31, 2005.

Interest Income. Interest income was $2 for the three months ended March 31,
2005. There was no interest income for the three months ended March 31, 2006.

Interest Expense. Interest expense was $151,277 for the three months ended March
31, 2006, as compared to $145,611 for the three months ended March 31, 2005, an
increase of $5,666, primarily as a result of an increase in capital lease
obligations.

Loss from Continuing Operations. As a result of the aforementioned factors, loss
from continuing operations was $265,299 for the three months ended March 31,
2006, as compared to a loss from continuing operations of $751,856 for the three
months ended March 31, 2005.

Income (Loss) from Discontinued Operations. Income from discontinued operations
was $6,667 for the three months ended March 31, 2006, as compared to a loss from
discontinued operations of $10,063 for the three months ended March 31, 2005,
reflecting costs incurred related to the closure of the Company's former ride
simulator business, which was terminated effective December 31, 2003.

Net Loss. As a result of the aforementioned factors, net loss was $258,632 for
the three months ended March 31, 2006, as compared to a net loss of $761,919 for
the three months ended March 31, 2005.

Liquidity and Capital Resources - March 31, 2006:

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

The Company is continuing its efforts to raise new capital in 2006 to support
the development and expansion of its Las Vegas show ticketing business, although
there can be no assurances that the Company will be successful in this regard.

                                       24
<PAGE>

Going Concern:

The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. However, the Company
had a net loss of $1,022,952 during the year ended December 31, 2005, and had a
working capital deficiency of $2,766,621 and a stockholders' deficiency of
$2,399,569 at December 31, 2005. During the three months ended March 31, 2006,
the Company incurred a further net loss of $258,632, and had a working capital
deficiency of $2,743,132 and a stockholders' deficiency of $2,429,144 at March
31, 2006. These factors raise substantial doubt about the Company's ability to
continue as a going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts, or amounts and classification of liabilities that might result from
this uncertainty.

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

Operating Activities. Operating activities generated cash of $447,455 during the
three months ended March 31, 2006, as compared to utilizing cash of $138,737
during the three months ended March 31, 2005, primarily as a result of a
significant increase in revenues and decrease in net loss, offset in part by an
increase in accounts payable and accrued liabilities. At March 31, 2006, the
Company had cash of $555,844, as compared to cash of $240,080 at December 31,
2005.

The Company had a working capital deficiency of $2,743,132 at March 31, 2006, as
compared to $2,766,621 at December 31, 2005. At March 31, 2006 and December 31,
2005, the Company had accrued compensation due to its President and Chief
Executive Officer of $65,726, which was included in accounts payable and accrued
liabilities.

Investing Activities. For the three months ended March 31, 2006 and March 31,
2005, investing activities utilized net cash of $6,229 and $123,852,
respectively, for the purchases of property and equipment.

Financing Activities. For the three months ended March 31, 2006, financing
activities utilized net cash of $201,146, consisting of payments on capital
lease obligations of $23,010, payments on notes payable of $9,802, and principal
payments with respect to the convertible debentures of $168,333 (see below). For
the three months ended March 31, 2005, financing activities provided net cash of
$218,779, consisting of the net proceeds from the issuance of a convertible
debenture of $239,300, reduced by payments on capital lease obligations of
$11,704 and payments on notes payable of $8,817.

Issuance of Convertible Debentures and Standby Equity Distribution Agreement:

Issuance of Convertible Debentures to Advantage Capital Development Corp. On
December 7, 2004, the Company closed a financing transaction in which it sold 5%
secured convertible debentures with an aggregate face value of $530,000
(collectively, the "Debentures") to Advantage Capital Development Corp.
("Advantage"). The Company issued a Debenture with a face value of $250,000 upon
closing ("Debenture No. 1") and received net proceeds of $200,000. The Company
issued another Debenture with a face value of $280,000 on January 6, 2005
("Debenture No. 2") and received net proceeds of $239,300. The Debentures were
originally scheduled to mature on March 7, 2006. Based on the maturity date of
the Debentures, the Debentures were classified in the Company's balance sheet as
current liabilities at March 31, 2006 and December 31, 2005.

                                       25
<PAGE>

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

On November 4, 2004, the Company also issued to Advantage a warrant to purchase
100,000 shares of common stock exercisable at $0.25 per share through November
4, 2007, which was determined to have a fair value, calculated pursuant to the
Black-Scholes option-pricing model, of $36,000. As described below, the Company
has the right to determine the form of payment (cash or common stock) for any
liquidated damages that the Company might be required to pay to Advantage as a
result of its failure to file or maintain effective a registration statement
with respect to the shares of common stock underlying the warrant with the
Securities and Exchange Commission ("SEC").

The Debentures are convertible into equity based on their face amount, which
resulted in a beneficial conversion feature with a fair value of $62,500 for
Debenture No. 1 and $70,000 for Debenture No. 2. The aggregate value of the
warrant of $36,000, the value of the beneficial conversion features of $62,500
and $70,000, and the aggregate related financing costs of $90,700 paid by the
Company to the lender were recorded as a discount to the face value of the
Debentures, and was charged to operations as interest expense over the term of
the Debentures through March 31, 2006.

Effective February 15, 2005, Advantage agreed to extend the deadline for filing
the Initial Registration Statement to March 31, 2005 in exchange for the Company
agreeing to make monthly interest payments on the Debentures. Accordingly, for
the three months ended March 31, 2005, the Company did not record a provision
for Liquidated Damages.

On September 28, 2005, Advantage issued a Notice of Default to the Company with
regard to the $530,000 principal amount of Debentures as a result of the
Company's failure to pay an originally unspecified amount of liquidated damages
as a result of the Company's failure to have its registration statement declared
effective by the SEC by the specified filing date in accordance with the terms
of the Debentures. On October 27, 2005, Advantage rescinded such Notice of
Default and accepted the Company's proposed payment plan to cure the liquidated
damages owed to Advantage. The proposed payment plan consisted of three equal
installments of $10,600, payable on the 18th day of each month beginning October
18, 2005 and ending December 18, 2005 (the "Payment Plan"). The Company agreed
to make all payments in full according to the payment schedule and to have its
registration statement declared effective by the SEC by no later than November
30, 2005. If the Company's registration statement was declared effective by
November 30, 2005, Advantage agreed to forgo the October and November payments
due from the Company according to the Payment Plan. If the Company's
registration statement was not declared effective by November 30, 2005, the
Notice of Default would be reinstated and all amounts due and owing to Advantage
would immediately become payable.

For the year ended December 31, 2005, the Company recorded Liquidated Damages of
$79,500, which was included in interest expense in the Company's consolidated
financial statements.

On February 27, 2006, the Company entered into a settlement agreement with
Advantage to modify the Securities Purchase Agreement, the Security Agreement,
the Warrant, the Debentures, the Escrow Agreement and the Investor Registration
Rights Agreement, each executed on November 4, 2004, and the Amendments dated
December 2004, January 2005 and February 2005 to satisfy the outstanding amount
due in Liquidated Damages equal to $30,000 pursuant to the Company's late filing
and effectiveness of its Registration Statement as set forth in the Investor
Registration Rights Agreement. The Liquidated Damages were accrued on the
Company's balance sheet at December 31, 2005.

                                       26
<PAGE>

In accordance with the settlement agreement, the Company agreed to honor the
$25,000 conversion notice previously submitted by Advantage, issue such
conversion shares and reduce the balance on the Debentures accordingly. As a
result, during February 2006, the Company issued 93,563 shares of common stock
to Advantage with a fair market value of $25,000 based on a conversion price of
$0.2672 per share.

The Company also agreed to pay interest on the Debenture's outstanding balance
monthly and to redeem one-third of the remaining loan balance plus the
redemption premium each on April 1, 2006, June 1, 2006 and August 1, 2006.
During the term of the settlement agreement, as long as the Company is not in
default under such agreement, Advantage agreed to suspend any additional
conversions with respect to its Debentures. On March 29, 2006, the Company paid
the installment due on April 1, 2006 of $202,000, which consisted of a principal
payment of $168,333 and a redemption premium of $33,667. The Company expects to
repay the remaining balance of the Debentures of approximately $336,667, as well
as the estimated remaining redemption premium of $67,333, through funds
generated from the issuance of debt and/or the sale of equity securities.
Although the Company expects to be able to raise the capital necessary to repay
the Debentures and pay the redemption premium, there can be no assurances that
the Company will be successful in this regard.

The Company is recognizing the redemption premium as additional interest expense
over the scheduled repayment term of the Debentures through August 1, 2006. The
Company was in compliance with the settlement agreement at March 31, 2006.

Standby Equity Distribution Agreement with Cornell Capital Partners, L.P. On
December 7, 2004, the Company entered into a financing transaction with Cornell
Capital Partners, LP ("Cornell") under which Cornell, at the request of the
Company, will periodically purchase up to $10,000,000 of the Company's common
stock over 24 months pursuant to a Standby Equity Distribution Agreement. The
Company has the right to decide if it will sell stock, and the timing and amount
of stock sold to Cornell, with the purchase price based upon the market price of
the Company's common stock at the time of each sale, subject to the satisfaction
of certain conditions, including the SEC having declared effective a
registration statement covering the shares of common stock that may be purchased
by Cornell.

Cornell received 290,000 shares of the Company's common stock as a commitment
fee and received an additional 290,000 shares of the Company's common stock on
the first year anniversary of the Standby Equity Distribution Agreement.
Newbridge Securities Corporation ("Newbridge") will serve as exclusive placement
agent for the sale of the shares of common stock. In consideration for
Newbridge's services, Newbridge received 20,000 shares of the Company's common
stock. The shares of common stock issued to Cornell and Newbridge were recorded
at par value of $0.08 per share (aggregate amount $48,000) and were included in
deferred offering costs in the Company's balance sheet at March 31, 2006 and
December 31, 2005.

Agreement with Knightsbridge Holdings, LLC. On January 6, 2005, pursuant to an
agreement dated as of August 31, 2004 and as a result of the execution of the
Standby Equity Distribution Agreement and the completion of the issuance of the
Debentures, the Company issued 448,000 shares of common stock to Knightsbridge
Holdings, LLC ("Knightsbridge") as a referral fee. The Company was obligated to
file a registration statement to cover 200% of the shares so issued. The
agreement with Knightsbridge was for an initial term through February 28, 2005,
and shall continue thereafter on a month-to-month basis, but the Company shall
not have the right to terminate the agreement until such time as it has
fulfilled all of its obligations under its agreement with Advantage. The Company
also agreed to pay Knightsbridge a monthly consulting fee of $2,500. The fair
market value of the shares of $201,600 ($0.45 per share) was recorded as a
discount to the face value of the Debentures on January 6, 2005, and was charged
to operations as interest expense over the remaining term of the Debentures
through March 31, 2006.

                                       27
<PAGE>

The agreement with Knightsbridge also provides that during the term of the
agreement and for a period of two (2) years thereafter, through a source
introduced, directly or indirectly, by Knightsbridge, with respect to any
financing transaction that the Company completes, that Knightsbridge shall
receive a referral fee for debt financings ranging from 1.0% to 2.0% and for
equity financings ranging from 1.5% to 4.0%; and with respect to a merger or
acquisition transaction, that Knightsbridge shall receive 5.0% of any securities
issued by the Company and a fee ranging from 3.0% to 5.0% of the defined
transaction value.

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

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

On July 20, 2005, the Company filed a Registration Statement on Form SB-2 with
the SEC to register the shares of common stock that may be purchased by Cornell
under the Standby Equity Distribution Agreement, as well as the shares of common
stock with respect to the Company's commitments to Advantage, Newbridge and
Knightsbridge. The Registration Statement, as amended, was declared effective by
the SEC on February 13, 2006.

Transactions with Primary Secured Lender:

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

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

                                       28
<PAGE>

Effective October 29, 2004, the Company entered into a Forbearance Agreement
with the lender which provided for the Company to repay the lender its aggregate
obligation at September 30, 2004 of $956,439 (including accrued interest payable
of $240,197) as follows: (i) $175,000 of the $956,439 (the "Discounted Amount"),
to be paid commencing November 1, 2004, and on the first day of each consecutive
month, by payment of $3,000 to the lender, to be applied first against interest
accruing for the prior month at the rate of 7.5% per annum, and then, to the
extent available, as a reduction of the $175,000 principal balance; (ii) on
December 1, 2006, the unpaid principal balance of the $175,000, plus accrued and
unpaid interest, to 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 in the amount of
$781,439 (the "Remaining Indebtedness") will continue to bear interest at 16.64%
per annum, but will be deemed fully satisfied if the Company pays the lender the
entire $175,000, with interest, as specified above. In conjunction with this
agreement, the Company also assigned to the lender as additional collateral its
interest in and rights to a key man life insurance policy on the Company's
President and Chief Executive Officer.

Although the Company expects to repay in full the Discounted Amount, and is in
compliance with the terms of the Forbearance Agreement at March 31, 2006, there
can be no assurances that the Company will be successful in this regard.
Accordingly, the Remaining Indebtedness will remain as a liability until such
time as the Company has fully repaid the $175,000 pursuant to the terms of the
Forbearance Agreement. The balance of the Discounted Amount was $112,957 at
March 31, 2006 and $119,759 at December 31, 2005.

Principal Commitments:

At March 31, 2006, the Company did not have any material commitments for capital
expenditures. The Company's principal commitments for the next five fiscal years
consisted of contractual commitments as summarized below. The summary shown
below assumes that the Company will repay the Discounted Amount of its note
payable obligation to Finova in full on a timely basis, and that the Remaining
Indebtedness will therefore be canceled without any further cash payment by the
Company.

<TABLE>
<CAPTION>
                                                      Payments due by Fiscal Years Ending March 31,
                                             --------------------------------------------------------------

Contractual cash obligations       Total        2007         2008         2009         2010         2011
-----------------------------   ----------   ----------   ----------   ----------   ----------   ----------
<S>                             <C>          <C>          <C>          <C>          <C>          <C>
Debentures payable, including
  redemption premium            $  404,000   $  404,000   $       --   $       --   $       --   $       --

Note payable - Finova
  (Discounted Amount)              112,957      112,957           --           --           --           --

Note payable - other                 9,000        9,000           --           --           --           --

Other contractual obligations       10,000       10,000           --           --           --           --

Employment agreement               869,843      276,833      298,980      294,030           --           --

Capital lease obligations          324,129       94,880       70,639       59,403       53,880       45,326

Operating lease obligations      3,433,095      834,654      813,944      858,858      665,701      259,938
                                ----------   ----------   ----------   ----------   ----------   ----------
Total contractual cash
  obligations                   $5,163,024   $1,742,325   $1,183,563   $1,212,291   $  719,581   $  305,264
                                ==========   ==========   ==========   ==========   ==========   ==========
</TABLE>

                                       29
<PAGE>

Off-Balance Sheet Arrangements:

At March 31, 2006, the Company did not have any transactions, obligations or
relationships that could be considered off-balance sheet arrangements.

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<PAGE>

ITEM 3.  CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

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

The Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including its principal executive and
financial officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures as of the end of the period covered
by this report. Based upon and as of the date of that evaluation, the Company's
principal executive and financial officer concluded that 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. The Company's principal executive and financial officer concluded that
the Company had made significant progress in correcting a material weakness in
the Company's internal controls relating to the recording and disclosing of
equity-based transactions on a timely basis, by increasing the staffing and
resources allocated to its accounting department and by reviewing and revising
its internal accounting policies and procedures.

(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.

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<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

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

On March 13, 2006, the Company issued 50,000 shares of common stock to Kimberly
Simon, its Vice President, as a bonus for services rendered. The shares of
common stock were recorded at their fair market value on the date of issuance of
$11,000 ($0.22 per share) and were charged to operations as general and
administrative expense during the three months ended March 31, 2006.

On March 13, 2006, the Company issued a total of 120,000 shares of common stock
to its non-officer employees as a bonus for services rendered. The shares of
common stock were recorded at their fair market value on the date of issuance of
$26,400 ($0.22 per share) and were charged to operations as general and
administrative expense during the three months ended March 31, 2006.

On March 13, 2006, the Company issued 25,000 shares of common stock to a
consultant for services rendered. The shares of common stock were recorded at
their fair market value on the date of issuance of $5,500 ($0.22 per share) and
were charged to operations as general and administrative expense during the
three months ended March 31, 2006.

On March 13, 2006, the Company issued a total of 300,000 shares of common stock
to its two non-officer directors for services rendered, consisting of 150,000
shares to Benjamin Frankel and 150,000 shares to Norman Feirstein. The shares of
common stock were recorded at their fair market value on the date of issuance of
$66,000 ($0.22 per share) and were charged to operations as general and
administrative expense during the three months ended March 31, 2006.

On March 13, 2006, the Company issued 150,000 shares of common stock to Kimberly
Simon, its Vice President. The shares of common stock are subject to pro rata
forfeiture over a three-year period based on Ms. Simon ceasing to be employed by
the Company. The 150,000 shares of common stock were recorded at their fair
market value on the date of issuance of $33,000 ($0.22 per share) and such
amount was credited to common stock and additional paid-in capital and charged
to deferred compensation in the stockholder's deficiency section of the
Company's balance sheet. This amount is being charged to operations as general
and administrative expense over the three-year period commencing March 13, 2006.

Effective March 1, 2006, the Company entered in a three-year employment
agreement with Mitch Francis, its President and Chief Executive Officer, to
serve as Chairman of the Board of Directors, President and Chief Executive
Officer. The agreement provides that the Company issue to Mr. Francis 500,000
shares of restricted common stock within thirty (30) days of March 1, 2006. The
shares of common stock were issued on March 13, 2006. The shares of common stock
are subject to a prohibition on being traded, encumbered or otherwise
transferred, which restriction shall lapse in equal annual installments on March
13, 2007, 2008 and 2009. The 500,000 shares of common stock were recorded at
their fair market value on the date of issuance of $110,000 ($0.22 per share)
and such amount was credited to common stock and additional paid-in capital and
charged to deferred compensation in the stockholder's deficiency section of the
Company's balance sheet. This amount is being charged to operations as general
and administrative expense over the three-year period commencing March 1, 2006.

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

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<PAGE>

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

Not applicable.

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

Not applicable.

ITEM 5.  OTHER INFORMATION

Not applicable.

ITEM 6.  EXHIBITS

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

                                       33
<PAGE>

                                   SIGNATURES

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

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

Date:  May 10, 2006                        By:  /s/ MITCH FRANCIS
                                                ------------------------------
                                                Mitch Francis
                                                Chief Executive Officer and
                                                Chief Financial Officer
                                                (Duly Authorized Officer
                                                and Principal Financial Officer)

                                       34
<PAGE>

                                INDEX TO EXHIBITS

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

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

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

                                       35