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

                                  FORM 10-KSB

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

     For the Fiscal Year Ended December 31, 2004

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

     For the transition period from _____________ to _____________

                         Commission File Number: 0-24592

                                 Tix Corporation
                          (formerly Cinema Ride, Inc.)
                 ----------------------------------------------
                 (Name of small business issuer 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, including zip code)

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

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $0.08 Par Value
                          -----------------------------
                                (Title of class)

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

      Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.  [ ]

      The issuer's revenues from continuing operations for the fiscal year
ended December 31, 2004 were $1,557,459.

      The aggregate market value of the issuer's common stock held by
non-affiliates of the issuer as of March 31, 2005, based on the closing
market price of $0.35 per share, was $1,932,222.

      As of March 31, 2005, the issuer had 10,252,621 shares of common stock
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 Annual Report on Form 10-KSB for the fiscal year ended December 31,
2004 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", or similar expressions.  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 Annual Report on Form 10-KSB
for the fiscal year ended December 31, 2004 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 elsewhere in this Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2004, 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 Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2004.

                                      -2-
<PAGE>


                               TABLE OF CONTENTS

                                                                    Page

PART I

      ITEM 1.  DESCRIPTION OF BUSINESS..........................     4
      ITEM 2.  DESCRIPTION OF PROPERTY..........................     7
      ITEM 3.  LEGAL PROCEEDINGS................................     8
      ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF
               SECURITY HOLDERS.................................     8

PART II

      ITEM 5.  MARKET FOR COMMON EQUITY AND
               RELATED STOCKHOLDER MATTERS......................     9
      ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS
               OR PLAN OF OPERATIONS............................    13
      ITEM 7.  FINANCIAL STATEMENTS.............................    24
      ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
               ON ACCOUNTING AND FINANCIAL DISCLOSURE...........    25
      ITEM 8A. CONTROLS AND PROCEDURES..........................    25
      ITEM 8B. OTHER INFORMATION................................    25

PART III

      ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
               AND CONTROL PERSONS; COMPLIANCE WITH
               SECTION 16(a) OF THE EXCHANGE ACT................    26
      ITEM 10. EXECUTIVE COMPENSATION...........................    28
      ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
               OWNERS AND MANAGEMENT............................    34
      ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...    35
      ITEM 13. EXHIBITS.........................................    36
      ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES...........    36


SIGNATURES

                                      -3-
<PAGE>


                                    PART I.


ITEM 1.   DESCRIPTION OF BUSINESS

Overview and Recent Developments:

      Tix Corporation (the "Company") was incorporated in Delaware in April 1993
under the name Cinema Ride, Inc. The Company changed its name from Cinema Ride,
Inc. to Tix Corporation effective March 3, 2005.

      Through December 31, 2003, the Company was in the ride simulator business.
This line of business was discontinued effective December 31, 2003 (see "Ride
Simulator Business" below).

      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 (see "Tickets2Nite, LLC"
below).

      Effective January 1, 2004, the Company's sole business activity, through
its newly-formed, wholly-owned subsidiary, Tix4Tonight, LLC, was the sale of
tickets for Las Vegas shows at 50% of the original box office price, on the same
day of the performance, from ticket booths located on the Las Vegas Strip (see
"Tix4Tonight, LLC" below).

      On December 7, 2004, the Company issued a 5% convertible debenture with a
face value of $250,000, with interest at 5%, due March 7, 2006, which generated
net proceeds to the Company of $200,000. The Company issued another convertible
debenture for $280,000 on January 3, 2005 and received net proceeds of $230,000.
In addition, the Company entered into a financing transaction on December 7,
2004 under which an investment firm will periodically purchase up to $10,000,000
of the Company's common stock over 24 months pursuant to a Standby Equity
Distribution Agreement, subject to the requirements as set forth in such Standby
Equity Distribution Agreement. These transactions are more fully described at
"ITEM 6. MANAGEMENT'S DISCUSISON AND ANALYSIS OR PLAN OF OPERATION - Debentures
Payable and Standby Equity Distribution Agreement".

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 (see "Dave & Buster's, Inc. Joint Venture" below). 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. The Las Vegas ride facility provided approximately 94% of the
Company's consolidated revenues in 2003, and was the Company's primary source of
operating cash flow in 2003.

      The Las Vegas Facility and the West Edmonton Mall Facility were closed on
or about December 31, 2003, thus terminating this line of business. Three other
ride facilities were previously closed between January 1998 and June 2002. This
line of business is presented as a discontinued operation in the Company's
consolidated financial statements for the year ended December 31, 2003. A
summary of the results of operations of the ride simulator business for the year
ended December 31, 2003 is provided at "ITEM 6. MANAGEMENT'S DISCUSSION AND
ANALYSIS OR PLAN OF OPERATION - Discontinued Operations".

                                      -4-
<PAGE>

      Since 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 (approximately $40,000 per month) during mid-2003. During October
2003, the Forum Shops commenced litigation against the Company to collect back
rent and to evict the Company's ride facility and terminate the Company's lease.
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.

      The Company believes it has meritorious claims against the Forum Shops,
and has filed counter-claims and intends to vigorously defend itself against
this lawsuit. As this litigation is in its early stages, the Company is
currently unable to predict its ultimate resolution. The Company believes that
it has made adequate provision for any loss contingency with respect to this
litigation in its consolidated financial statements.

Tickets2Nite, LLC:

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

      A leading beverage company had entered into a marketing sponsorship
agreement with Tickets2Nite, LLC beginning July 1, 2002 and ending June 30,
2007. As part of the marketing sponsorship agreement, Tickets2Nite, LLC granted
the beverage company warrants (having a fair value of $250,000) to purchase a 5%
ownership interest in Tickets2Nite, LLC, exercisable for a period of five years
at 25% of the fair market value of such 5% ownership interest at the time the
warrant was exercised, as determined by a mutually acceptable investment banking
firm. The fair value of the warrants was being amortized over the five year term
of the marketing sponsorship agreement.

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

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

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


                                      -5-
<PAGE>

business operations of Tickets2Nite, LLC were terminated effective December 31,
2003.

      As of December 31, 2003, the Company's net investment in Tickets2Nite, LLC
was $462,179. During the year ended December 31, 2004, as a result of the
dissolution of Tickets2Nite, LLC, the Company received cash distributions of
$457,179 and the return of a $5,000 deposit, which completed the dissolution of
Tickets2Nite, LLC and the disposition of the Company's investment in such
entity.

      Most of the assets developed by the Company for the Tickets2Nite business
were distributed to the Company's Las Vegas show ticketing business,
Tix4Tonight, including all management staff, software and technology, computers
and server systems, and other fixed assets with an aggregate net book value, net
of related liabilities, of $120,999.

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

      As a result of the dissolution of Tickets2Nite, LLC, the sub-lease
agreement and marketing sponsorship agreement with the beverage company did not
continue. Accordingly, deferred marketing costs of $175,000 were considered
impaired and charged to operations by Tickets2Nite, LLC at December 31, 2003.

      The Company accounted for its investment in Tickets2Nite, LLC under the
equity method of accounting, since it did not have majority voting control. The
Company recorded $240,060 as its proportionate share of net income from
Tickets2Nite, LLC for the year ended December 31, 2003. Based on the
court-ordered dissolution of Tickets2Nite, LLC, the Company also recorded a gain
of $174,005 from the dissolution of Tickets2Nite, LLC at December 31, 2003,
which was based on the Company's proportionate share of capital invested in
Tickets2Nite, LLC. Accordingly, the Company's aggregate equity in net income of
joint venture for the year ended December 31, 2003 was $414,065. The Company did
not receive any distributions from Tickets2Nite, LLC in 2003.

      Condensed financial information with respect to Tickets2Nite, LLC is
provided at "ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION -
Tickets2Nite, LLC Financial Information".

Tix4Tonight, LLC:

      The performance of Tickets2Nite, LLC during 2003 successfully validated
the business model and the Company's efforts to develop and operate this
business. As a result of the court-ordered dissolution of Tickets2Nite, LLC, the
Company commenced the operation of an identical business on January 1, 2004 at a
different location and under a different name on the Las Vegas Strip through the
formation of a wholly-owned Nevada limited liability company, Tix4Tonight, LLC,
which was organized in December 2003. The Company owns 100% of the Tix4Tonight
business, which was the Company's only source of operating revenues in 2004. The
Company's former partner in Tickets2Nite, LLC operates a similar business in Las
Vegas that competes with Tix4Tonight, LLC.

      Most of the assets developed by the Company for the Tickets2Nite business
were distributed to the Company's Tix4Tonight business, including all management
staff, software and technology, computers and server systems, and other fixed
assets.

      The Company conducts the operations of Tix4Tonight at three locations on
the Las Vegas Strip: South Strip 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); and North Strip across from the Stardust Hotel and
Casino. A new South Strip location is planned for the


                                      -6-
<PAGE>

Hawaiian Marketplace Shopping Center after its redevelopment is completed in
2005. In addition, during August 2004, the Company relocated the administrative
offices of Tix4Tonight to a new facility in Las Vegas.

Dave & Buster's, Inc. Joint Venture:

      On May 29, 1998, the Company entered into a three-year joint venture
operating agreement with Dave & Buster's, Inc. to install a ride simulator at
Dave & Buster's, Inc. facility in Atlanta, Georgia. Although the joint venture
agreement was not formally extended subsequent to its expiration, the operations
of the joint venture continued on a month-to-month basis until February 15,
2003, when the joint venture ceased operations and was formally terminated. The
Company recorded a loss with respect to the closure of this facility of $246,122
at December 31, 2002 as a result of the impairment of the value of the fixed
assets. During 2003, the Company recorded an additional loss of $19,418 with
respect to the closure of this facility, which has been included in the loss
from closure of discontinued operations in the consolidated statement of
operations for the year ended December 31, 2003.

Insurance:

      The Company maintains insurance coverage that it believes provides
adequate coverage for all of its current operations. The Company also maintains
$1,000,000 of "key-man" life insurance on the life of Mitchell J. Francis, its
President and Chief Executive Officer, as to which the Company is the sole
beneficiary. In conjunction with an agreement with its lender effective October
29, 2004 (see "ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSO OR PLAN OF OPERATION
- Transactions with Primary Secured Lender"), the Company also assigned to the
lender as additional collateral its interest in and rights to this key man life
insurance policy.

Employees:

      As of March 31, 2005, the Company had three full-time employees at its
corporate offices and twenty employees at its Las Vegas operation. Employees at
the Las Vegas operation consist of both full-time and part-time employees. The
Company's employees are not represented by any unions. The Company believes that
its relations with its employees are satisfactory.


ITEM 2.   DESCRIPTION OF PROPERTY

Las Vegas Operations:

      The Company conducts the operations of Tix4Tonight at three locations on
the Las Vegas Strip: South Strip 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); and North Strip across from the Stardust Hotel and
Casino. A new South Strip location is planned for the Hawaiian Marketplace
Shopping Center after its redevelopment is completed in 2005. In addition,
during August 2004, the Company relocated the administrative offices of
Tix4Tonight to a new facility in Las Vegas. The Company anticipates leasing
additional space for its operations in Las Vegas in the near future.

Corporate Offices:

      The Company leases office space at 12001 Ventura Place, Suite 340, Studio
City, California 91604 as its corporate headquarters. The lease is for a period
of five years expiring June 2005, with an option to extend the term of the lease
for one additional five-year period. The rent is currently $4,630 per month.

      Minimum future rental payments under non-cancelable operating leases for
facilities in operation at December 31, 2004 are as follows:

                                      -7-
<PAGE>

<TABLE>
      Years Ending December 31,:
      -------------------------

<S>        <C>         <C>
           2005        $   278,243
           2006            375,804
           2007            404,269
           2008            448,225
           2009            448,592
                         ---------
                       $ 1,955,133
                         =========
</TABLE>


ITEM 3.   LEGAL PROCEEDINGS

      The following discussion summarizes all known or anticipated material
legal proceedings commenced by or against the Company, including its
wholly-owned subsidiaries:

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

      Since early 2003, the Forum Shops 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 (approximately $40,000 per
month) during mid-2003.  During October 2003, the Forum Shops commenced
litigation against the Company to collect back rent and to evict the
Company's ride facility and terminate the Company's lease.  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.

      The Company believes it has meritorious claims against the Forum Shops,
and has filed counter-claims and intends to vigorously defend itself against
this lawsuit. As this litigation is in its early stages, the Company is
currently unable to predict its ultimate resolution. The Company believes that
it has made adequate provision for any loss contingency with respect to this
litigation in its consolidated financial statements.


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

      No matters were submitted to a vote of the Company's security holders
during the fourth quarter of the fiscal year ended December 31, 2004.

                                      -8-
<PAGE>

                                   PART II.


ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      (a) Market Information

      From March 1998 through May 2003, the Company's common stock was traded on
the OTC Bulletin Board under the symbol "MOVE". Subsequently, the common stock
of the Company was traded on the OTC Pink Sheets until August 26, 2004, when it
was relisted on the OTC Bulletin Board. Effective March 3, 2005, the Company's
trading symbol was changed to "TIXC" in conjunction with the change in the
Company's name to "Tix Corporation".

      The following table sets forth the range of reported closing bid prices of
the Company's common stock during the periods indicated. Such quotations reflect
prices between dealers in securities and do not include any retail mark-up,
mark-down or commission, and may not necessarily represent actual transactions.
Trading in the Company's common stock has generally been limited and sporadic,
and should not be deemed to constitute an "established trading market". The
information set forth below was obtained from America Online.

<TABLE>
                                                      Low         High
                                                      ---         ----

      Fiscal Year Ended December 31, 2003:
      -----------------------------------
<S>                                                  <C>          <C>
      Three months ended -

      March 31, 2003                                 $0.51        $0.60
      June 30, 2003                                   0.04         0.65
      September 30, 2003                              0.01         0.63
      December 31, 2003                               0.01         0.59



      Fiscal Year Ended December 31, 2004:
      -----------------------------------

      Three months ended -

      March 31, 2004                                 $0.14        $0.54
      June 30, 2004                                   0.25         0.64
      September 30, 2004                              0.10         0.53
      December 31, 2004                               0.37         0.59
</TABLE>


      (b) Holders

      As of December 31, 2004, the Company had 241 common shareholders of
record, excluding 2,489,515 shares held in "street name" by brokerage firms
and other nominees who hold shares for multiple investors.  The Company
estimates that it had approximately 1,100 beneficial common shareholders as
of December 31, 2004.

      (c) Dividends

      Holders of common stock are entitled to receive dividends if, as and
when declared by the Board of Directors out of funds legally available for
distribution, subject to the dividend and liquidation rights of any preferred
stock that may be issued and outstanding.  The Company has not paid cash
dividends on its common stock and has no present intention of paying cash
dividends in the foreseeable future.  It is the present policy of the Board


                                      -9-
<PAGE>

of Directors to retain all earnings to provide for the future growth and
development of the Company's business operations.

      (d) Securities Authorized for Issuance under Equity Compensation Plans

Employee Stock Option Plans:

      In June 1994, prior to the Company's September 1994 initial public
offering, the Company adopted a Stock Option Plan (the "1994 Option Plan")
for officers, employees, directors and consultants of the Company or its
subsidiaries.  The 1994 Option Plan authorized the granting of incentive
stock options and non-qualified stock options to purchase an aggregate of not
more than 112,500 shares of the Company's common stock.  The 1994 Option Plan
terminated on December 31, 2003.

      On March 3, 2005, the Company adopted the 2004 Stock Option Plan (the
"2004 Option Plan") for officers and employees of the Company or its
subsidiaries.  The 2004 Option Plan was approved pursuant to a Joint Written
Consent of the Board of Directors and Majority Stockholders of the Company
dated September 22, 2004.  The 2004 Option Plan authorized the granting of
incentive stock options and non-qualified stock options to purchase an
aggregate of not more than 960,000 shares of the Company's common stock.  No
option may be exercised during the first six months of its term except in the
case of death.  The Company had not issued any options under the 2004 Option
Plan at December 31, 2004.

Directors Stock Option Plans:

      In December 1995, the Company adopted a Directors Stock Option Plan (the
"1995 Directors Option Plan") for non-employee directors of the Company.  The
1995 Directors Option Plan was approved by the Company's stockholders at the
Annual Meeting of Stockholders held on June 14, 1996.  The 1995 Directors
Option Plan authorized the granting of non-qualified stock options to
purchase an aggregate of not more than 12,500 shares of the Company's common
stock.  There were no options available for issuance under the 1995 Directors
Option Plan at December 31, 2003 and 2004.  The 1995 Directors Stock Option
Plan terminated on December 31, 2004.

      On March 3, 2005, the Company adopted the Directors Stock Option Plan
(the "2004 Directors Option Plan") for non-employee directors of the Company.
The 2004 Directors Option Plan was approved pursuant to a Joint Written
Consent of the Board of Directors and Majority Stockholders of the Company
dated September 22, 2004.  The 2004 Directors Option Plan authorized the
granting of non-qualified stock options to purchase an aggregate of not more
than 240,000 shares of the Company's common stock.  The Company had not
issued any options under the 2004 Directors Option Plan at December 31,
2004.

      A more complete description of the Employee Stock Option Plans and the
Directors Stock Option Plans is provided at "ITEM 10. EXECUTIVE COMPENSATION
- Stock Option Plans".

2003 Consultant Stock Plan:

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


                                      -10-
<PAGE>

or indirectly promote or maintain a market for the Company's securities.

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

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

      On March 29, 2004, the Company issued 300,000 shares of common stock
under the 2003 Consultant Stock Plan to Benjamin Frankel, a director of the
Company and a partner in the accounting firm of Frankel, Lodgen, Lacher,
Golditch, Sardi & Howard, for accounting and tax services (see "ITEM 11.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" and "ITEM 12.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS").

      On June 16, 2004, the Company issued 111,112 shares of common stock and
a warrant to purchase 100,000 shares of common stock, all under the 2003
Consultant Stock Plan, to Erick Richardson, a partner in the law firm of
Richardson & Patel, LLP, for legal services.  The warrant is exercisable for
a period of five years, one-half at $0.50 per share and one-half at $1.00 per
share (subsequently reduced to $0.50 per share on January 31, 2005).


      The Company has also periodically entered into individual equity-based
compensation arrangements with its officers, which are described at "ITEM 10.
EXECUTIVE COMPENSATION - Employment Agreements" and "ITEM 10. EXECUTIVE
COMPENSATION - Issuance of Non-Plan Stock Options, Warrants and Common Stock
to Officers", and which are not included below.  None of the individual
compensation arrangements have been approved by the stockholders of the
Company.

                                      -11-
<PAGE>


      The securities authorized for issuance under the Company's equity
compensation plans at December 31, 2004 are summarized as follows:

<TABLE>
                                                      Number of
                                                      securities
                                                      remaining
                                                      available
                        Number of                     for future
                        securities     Weighted-      issuance
                        to be          average        under equity
                        issued upon    exercise       compensation
                        exercise of    price of       plans
                        outstanding    outstanding    (excluding
                        options,       options,       securities
                        warrants       warrants       reflected in
Plan Category           and rights     and rights     column (a))
-------------           -----------    -----------    ------------
                            (a)            (b)            (c)
<S>                       <C>            <C>           <C>
Equity compensation
  plans approved by
  security holders        14,000         $0.39         1,200,000

Equity compensation
  plans not approved
  by security holders    100,000         $0.50         1,088,888
                         -------                       ---------
Total                    114,000         $0.49         2,288,888
                         =======          ====         =========
</TABLE>


Sales of Unregistered Securities:

      Effective as of January 3, 2002, the Company entered into a two-year
arrangement with a financial advisory firm, Gang Consulting, Inc., which
provided for the payment of monthly compensation, either in the form of a
payment of $10,000 or the issuance of 25,000 shares of common stock.  During
the year ended December 31, 2004, the Company issued 300,000 shares of common
stock to such firm with a fair market value of $110,250, which was charged to
operations as general and administrative expense.  On April 22, 2004, such
firm exercised warrants to purchase 100,000 shares of common stock at $0.25
per share for gross proceeds of $25,000.

      During the year ended December 31, 2004, the Company sold 400,000 shares
of its common stock to accredited investors in a private placement at $0.50
per share, generating proceeds of $200,000.

      During the year ended December 31, 2004, the Company issued warrants to
four unaffiliated individuals for services rendered to purchase 210,000
shares of common stock exercisable for a period of three years at $0.25 per
share (50,000 shares), $0.30 per share (100,000 shares) and $0.50 per share
(60,000 shares).  The aggregate fair value of the warrants was calculated
pursuant to the Black-Scholes option-pricing model as $92,400, and was
charged to operations as general and administrative expense.

      On December 7, 2004, the Company closed a financing transaction in which
it sold 5% convertible debentures (the "Debentures") to Advantage Development
Capital Corp. ("Advantage").  The Company issued a Debenture with a face
value of $250,000 upon closing and received net proceeds of $200,000.  The
Company issued another Debenture for $280,000 on January 3, 2005 and received
net proceeds of $230,000.  The Debentures mature on March 7, 2006.  Interest
is due at the maturity date.  The Debentures are periodically convertible
after nine months from the date of closing into the Company's common stock by
Advantage at a specified price per share, but not less than $0.25 per share.
Advantage also received a warrant to purchase 100,000 shares of common stock


                                      -12-
<PAGE>

exercisable at $0.25 per share through November 4, 2007, which was valued
pursuant to the Black-Scholes option-pricing model at $36,000.  The value of
the warrant, as well as a beneficial conversion feature, was recorded as a
discount to the $250,000 face value of the Debenture.

      Additionally, on December 7, 2004, the Company entered into a financing
transaction with Cornell Capital Partners, LP ("Cornell") under which Cornell
will periodically purchase up to $10,000,000 of the Company's common stock
over 24 months pursuant to a Standby Equity Distribution Agreement.  Cornell
received 290,000 shares of the Company's common stock as a commitment fee.
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 310,000 shares of common stock issued to Cornell and
Newbridge were recorded at par value of $0.08 per share (aggregate amount
$24,800) and included in deferred offering costs in the consolidated balance
sheet at December 31, 2004.

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


ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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 (see "ITEM 1. DESCRIPTION OF BUSINESS - Dave &
Buster's, Inc. Joint Venture"). 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. The Las Vegas ride facility
provided approximately 94% of the Company's consolidated revenues in 2003, and
was the Company's primary source of operating cash flow in 2003.

      The Las Vegas Facility and the West Edmonton Mall Facility were closed on
or about December 31, 2003, thus terminating this line of business. Three other
ride facilities were previously closed between January 1998 and June 2002. This
line of business is presented as a discontinued operation in the Company's
consolidated financial statements for the year ended December 31, 2003. A
summary of the results of operations of the ride simulator business for the year
ended December 31, 2003 is provided below at "Discontinued Operations".

      Since 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 (approximately $40,000 per month) during mid-2003. During October
2003, the Forum Shops commenced litigation against the Company to collect back
rent and to evict the Company's ride facility and terminate the Company's lease.
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.

                                      -13-
<PAGE>

      The Company believes it has meritorious claims against the Forum Shops,
and has filed counter-claims and intends to vigorously defend itself against
this lawsuit. As this litigation is in its early stages, the Company is
currently unable to predict its ultimate resolution. The Company believes that
it has made adequate provision for any loss contingency with respect to this
litigation in its consolidated financial statements.

Tickets2Nite, LLC:

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

      On December 24, 2002, the Company filed a lawsuit against Entasis and
Kolker in the Clark County, Nevada District Court (the "Court"). Trial with
respect to the Company's lawsuit against Entasis and Kolker was held on May 7
through 9, 2003. On October 1, 2003, the Court rendered its Decision and Order
with respect to the parties' ownership rights and management rights and
obligations with respect to Tickets2Nite, LLC. The Court found that the
Tickets2Nite, LLC Operating Agreement was valid, clear and unambiguous; that
although Entasis and Kolker asserted many defenses to the validity of the
Operating Agreement, they were without merit; and that Entasis and Kolker
breached the Operating Agreement by not funding his portion of the capital
contribution. Furthermore, with regard to Entasis and Kolker's counterclaims,
the Court found for the Company on all counts.

      The Court ruled that the parties were unable to operate the business
together pursuant to the Operating Agreement, and therefore ordered that
Tickets2Nite, LLC be dissolved. The Court appointed an independent third party
to assist in the dissolution of Tickets2Nite, LLC. Accordingly, the business
operations of Tickets2Nite, LLC were terminated effective December 31, 2003.

      As of December 31, 2003, the Company's net investment in Tickets2Nite, LLC
was $462,179. During the year ended December 31, 2004, as a result of the
dissolution of Tickets2Nite, LLC, the Company received cash distributions of
$457,179 and the return of $5,000 deposit, which completed the dissolution of
Tickets2Nite, LLC and the disposition of the Company's investment in such
entity.

      The Company accounted for its investment in Tickets2Nite, LLC under the
equity method of accounting, since it did not have majority voting control.
Financial information with respect to the Company's investment in Tickets2Nite,
LLC, including the results of operations and financial position of Tickets2Nite,
LLC as of and for the year ended December 31, 2003, is provided below at
"Tickets2Nite, LLC Financial Information".

Tix4Tonight, LLC:

      The performance of Tickets2Nite, LLC during 2003 successfully validated
the business model and the Company's efforts to develop and operate this
business. As a result of the court-ordered dissolution of Tickets2Nite, LLC, the
Company commenced the operation of an identical business on January 1, 2004 at a
different location and under a different name on the Las Vegas Strip through the
formation of a wholly-owned Nevada limited liability company, Tix4Tonight, LLC,
which was organized in December 2003. The Company owns 100% of the Tix4Tonight
business, which was the Company's only source of operating revenues in 2004. The
Company's former partner in Tickets2Nite, LLC operates a similar business in Las
Vegas that competes with Tix4Tonight, LLC.

                                      -14-
<PAGE>

      Most of the assets developed by the Company for the Tickets2Nite business
were distributed to the Company's Tix4Tonight business, including all management
staff, software and technology, computers and server systems, and other fixed
assets.

      The Company conducts the operations of Tix4Tonight at three locations on
the Las Vegas Strip: South Strip 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); and North Strip across from the Stardust Hotel and
Casino. A new South Strip location is planned for the Hawaiian Marketplace
Shopping Center after its redevelopment is completed in 2005. In addition,
during August 2004, the Company relocated the administrative offices of
Tix4Tonight to a new facility in Las Vegas.

Critical Accounting Policies and Estimates:

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

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

Revenue Recognition and Presentation:

      The Company's Las Vegas half-price show ticketing business recognizes as
revenue the commissions and related transaction fees from the sale of show
tickets for various Las Vegas shows at the time that the tickets are sold.
Revenues do not include the amounts for which the show tickets are sold. 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. At
December 31, 2004, the net value of property and equipment was $270,284. 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.

                                      -15-
<PAGE>

Results of Operations:

Years Ended December 31, 2004 and 2003:

      For the year ended December 31, 2004, the Company's only source of
operating revenues was from its wholly-owned Nevada limited liability company,
Tix4Tonight, LLC, which commenced the operations of a same-day, half-price show
ticketing business in Las Vegas on January 1, 2004.

      Revenues. Revenues from ticket commissions and fees were $1,557,459 for
the year ended December 31, 2004. As Tix4Tonight commenced operations on January
1, 2004, the Company did not have any comparable revenues for the year ended
December 31, 2003.

      Gross ticket sales on which the Company's commissions and fees were based
were $6,066,538 for the year ended December 31, 2004, equivalent to a 25.7%
gross margin.

      Direct Costs of Revenues. Direct costs of revenues were $800,268 for the
year ended December 31, 2004. As Tix4Tonight commenced operations on January 1,
2004, the Company did not have any comparable direct costs of revenues for the
year ended December 31, 2003.

      Selling and Marketing Expenses. Selling and marketing expenses for the
year ended December 31, 2004 related to the Company's Tix4Tonight operations and
aggregated $366,461 or 23.5% of revenues. 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 as additional ticket booths in Las Vegas are opened. As
Tix4Tonight commenced operations on January 1, 2004, the Company did not have
any comparable selling and marketing expenses for the year ended December 31,
2003.

      General and Administrative Expenses. General and administrative expenses
decreased by $79,867 or 5.1% to $1,488,312 for the year ended December 31, 2004,
as compared to $1,568,179 for the year ended December 31, 2003, in part as a
result of a reduction in non-cash compensation expense of $287,631 in 2004 as
compared to 2003. Non-cash compensation expense was $264,650 in 2004, as
compared to $552,281 in 2003 (including $117,015 to officers and directors in
2003). The reduction in non-cash compensation expense in 2004 as compared to
2003 was partially offset by an increase in general and administrative expenses
relating to Tix4Tonight operations of $263,107 in 2004. As Tix4Tonight commenced
operations on January 1, 2004, the Company did not have any comparable general
and administrative expenses for the year ended December 31, 2003. Significant
components of general and administrative expenses consist of personnel and
personnel-related costs, insurance, professional fees, and occupancy costs.

      Depreciation and Amortization. Depreciation and amortization increased by
$59,036 to $61,556 for the year ended December 31, 2004, as compared to $2,520
for the year ended December 31, 2003, primarily as a result of depreciation
incurred with respect to Tix4Tonight in 2004. As Tix4Tonight commenced
operations on January 1, 2004, the Company did not have any comparable
depreciation and amortization for the year ended December 31, 2003.

      Start-Up Costs of Tickets2Nite Business Venture. The Company incurred
start-up costs with respect to the development of its Tickets2Nite business
venture of $61,199 during the year ended December 31, 2003.

      Loss from Operations. The loss from operations was $1,159,138 for the year
ended December 31, 2004, as compared to a loss from operations of $1,631,898 for
the year ended December 31, 2003.

      Equity in Net Income of Terminated Joint Venture - Tickets2Nite. The
Company recorded equity in net income from its Tickets2Nite joint venture of
$414,065 during the year ended December 31, 2003 (see "Tickets2Nite, LLC"


                                      -16-
<PAGE>

below).

      Interest Income. Interest income was $12 for the year ended December 31,
2004, as compared to $13 for the year ended December 31, 2003.

      Interest Expense. Interest expense increased by $39,873 or 25.9%, to
$193,939 for the year ended December 31, 2004, as compared to $154,066 for the
year ended December 31, 2003, as a result of the accretion of the discount
related to the $250,000 debenture issued in December 2004 and increased
interest-bearing debt in 2004 as compared to 2003.

      Net Loss from Continuing Operations. Net loss from continuing operations
was $1,353,065 for the year ended December 31, 2004, as compared to a net loss
from continuing operations of $1,371,886 for the year ended December 31, 2003.

      Loss from Discontinued Operations. The Company incurred income from
discontinued operations of $26,884 for the year ended December 31, 2004, as
compared to income from discontinued operations of $238,704 for the year ended
December 31, 2003, relating to the ride facilities. The Company incurred a loss
from closure of discontinued operations of $291,184 for the year ended December
31, 2004, as compared to a loss from closure of discontinued operations of
$319,335 for the year ended December 31, 2003. Information with respect to
discontinued operations is presented below.

      Net Loss. Net loss was $1,617,365 for the year ended December 31, 2004, as
compared to a net loss of $1,452,517 for the year ended December 31, 2003.


Discontinued Operations:

      Discontinued operations consist of activities with respect to the ride
simulator business, which was discontinued effective December 31, 2003. The
consolidated financial statements as of and for the year ended December 31, 2003
have been restated to reflect the ride simulator business as a discontinued
operation. A summary of the results of operations of the ride simulator business
for the year ended December 31, 2003 is presented below.


<TABLE>
Ticket revenues                             $ 1,755,537
                                              ---------

<S>                                           <C>
Direct costs of revenues                      1,018,012
Selling and marketing expenses                   29,029
General and administrative expenses             189,206
Depreciation and amortization                   280,880
                                              ---------
Total costs and expenses                      1,517,127
                                              ---------

Income from discontinued operations             238,410

Other income                                        294
                                              ---------
Net income from discontinued operations     $   238,704
                                              =========
</TABLE>

      During 2004, the Company settled a note payable related to its
discontinued operations and as a result recorded forgiveness of debt of $26,884,
which was reflected as income from discontinued operations in the statement of
operations for the year ended December 31, 2004. Income from discontinued
operations was $238,704 in 2003.

      The Company incurred costs from the closure of discontinued operations


                                      -17-
<PAGE>

in 2004 and 2003, consisting primarily of write-offs of equipment and various
direct closure costs and related accruals.  Costs of $291,184 incurred in
2004 related to the Company's former Las Vegas ride facility.  Costs of
$319,335 incurred in 2003 related to the closure of the Company's remaining
two ride facilities located in Las Vegas, Nevada and Edmonton, Ontario,
Canada of $299,917, which were closed on or about December 31, 2003, and the
Atlanta ride facility of $19,418.

      During February 2003, the Company's joint venture with Dave & Buster's,
Inc. for the ride facility in Atlanta, Georgia, was terminated and operations
ceased. The Company determined that its investment in the Dave & Buster's, Inc.
joint venture had been impaired at December 31, 2002. Accordingly, the Company
wrote off certain fixed assets related to such ride facility and incurred
certain direct costs related to such closure, resulting in a charge to
operations of $246,122 at December 31, 2002. During 2003, the Company incurred
an additional $19,418 with respect to the closing down of this ride facility,
which has been included in the loss from closure of discontinued operations in
the consolidated statement of operations for the year ended December 31, 2003.

      The net loss from discontinued operations was $264,300 for the year ended
December 31, 2004, as compared to a net loss from discontinued operations of
$80,631 for the year ended December 31, 2003.

Tickets2Nite, LLC Financial Information:

      Through December 31, 2003, the Company owned 50% of a subsidiary named
Tickets2Nite, LLC, a Nevada limited liability company. The business venture,
which commenced operations during November 2002, sold tickets to Las Vegas shows
at 50% of the original box office price, on the same day of the performance,
from a ticket booth located on the Las Vegas Strip.

      As of December 31, 2003, the Company's net investment in Tickets2Nite, LLC
was $462,179. During the year ended December 31, 2004, as a result of the
dissolution of Tickets2Nite, LLC, the Company received cash distributions of
$457,179 and the return of a $5,000 deposit, which completed the dissolution of
Tickets2Nite, LLC and the disposition of the Company's investment in such
entity.

      The Company accounted for its investment in Tickets2Nite, LLC under the
equity method of accounting, since it did not have majority voting control. The
Company recorded $240,060 as its proportionate share of net income from
Tickets2Nite, LLC for the year ended December 31, 2003. Based on the
court-ordered dissolution of Tickets2Nite, LLC, the Company also recorded a gain
of $174,005 from the dissolution of Tickets2Nite, LLC at December 31, 2003,
which was based on the Company's proportionate share of capital invested in
Tickets2Nite, LLC. Accordingly, the Company's aggregate equity in net income of
joint venture for the year ended December 31, 2003 was $414,065. The Company did
not receive any distributions from Tickets2Nite, LLC in 2003. Condensed
financial information with respect to Tickets2Nite, LLC is presented below.

                                      -18-
<PAGE>


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


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


Current liabilities                            $   6,726
Members' equity                                  702,402
                                                 -------
  Total liabilities and equity                 $ 709,128
                                                 =======
</TABLE>


<TABLE>
<CAPTION>
                               Tickets2Nite, LLC
                            Statement of Operations
                         Year Ended December 31, 2003


<S>                                           <C>
Ticket commissions                            $1,281,469
                                               ---------

Selling and marketing                            346,188
General and administrative                       203,489
Depreciation and amortization                     61,680
Write-off of deferred marketing costs            175,000
                                               ---------
Total costs and expenses                         786,357
                                               ---------

Income from operations                           495,112
Interest expense                                  14,992
                                               ---------
Net income                                    $  480,120
                                               =========
</TABLE>

Liquidity and Capital Resources - December 31, 2004:

      During the last few years, the Company has relied on the proceeds from
loans from both unrelated and related parties, capital leases and the sale of
its debt and equity securities to provide the resources necessary to develop its
ride facility business, fund its business operations and invest in its Las Vegas
business ventures. During the years ended December 31, 2004 and 2003, the
Company raised $225,000 and $47,500, respectively, of new capital through the
sale of its securities and exercise of warrants. In addition, during December
2004, the Company issued a 5% convertible debenture with a face value of
$250,000, with interest at 5%, due March 7, 2006, which generated net proceeds
to the Company of $200,000. The Company issued another convertible debenture for
$280,000 on January 3, 2005 and received net proceeds of $230,000. The Company
is continuing its efforts to raise new capital subsequent to December 31, 2004
to support the development and expansion of its Tix4Tonight, LLC Las Vegas show
ticketing business, although there can be no assurances that the Company will be
successful in this regard.

      Effective December 31, 2003, the Company closed its remaining ride
facilities and the business operations of Tickets2Nite, LLC were terminated.
However, the performance of Tickets2Nite, LLC during 2003 successfully


                                      -19-
<PAGE>

validated the business model and the Company's efforts to develop and operate
this business.  As a result of the court-ordered dissolution of Tickets2Nite,
LLC, the Company commenced the operation of an identical business on January
1, 2004 at a different location and under a different name on the Las Vegas
Strip through the formation of a wholly-owned Nevada limited liability
company, Tix4Tonight, LLC, which was organized in December 2003.  The Company
owns 100% of the Tix4Tonight business, which was the Company's only source of
operating revenues in 2004.  The Company's former partner in Tickets2Nite,
LLC operates a similar business in Las Vegas that competes with Tix4Tonight,
LLC.

      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 $1,617,365 and negative cash flow from
operations of $534,323 during the year ended December 31, 2004, and had a
working capital deficiency of $1,265,185 and a stockholders' deficiency of
$2,010,795 at December 31, 2004. 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 the operations of Tix4Tonight, and the
Company has been exploring various alternatives to raise this required capital
as described below at "Debentures Payable and Standby Equity Distribution
Agreement". To the extent that the Company is unable to secure the capital
necessary to fund its future cash requirements on a timely basis and/or under
acceptable terms and conditions, the Company may not have sufficient cash
resources to maintain operations. In such event, the Company may be required to
consider a formal or informal restructuring or reorganization.

      Operating Activities. Operating activities utilized cash of $534,323
during the year ended December 31, 2004, as compared to $201,068 during the year
ended December 31, 2003. At December 31, 2004, the Company's cash and cash
equivalents had increased by $39,875, to $131,186, as compared to $91,311 at
December 31, 2003.

      The Company had a working capital deficit of $1,265,185 at December 31,
2004, as compared to $1,853,319 at December 31, 2003. At December 31, 2003, the
Company's note payable to its primary secured lender of $716,242 was in default
and was classified as a current liability (see "Transactions with Primary
Secured Lender" below).

      Investing Activities. Investing activities provided net cash of $370,342
in 2004, as compared to providing net cash of $41,085 in 2003. The Company
received distributions and reimbursements from Tickets2Nite of $457,179 and
$16,930 in 2004 and 2003, respectively. Dividends from the Dave & Buster's, Inc.
joint venture were $23,861 in 2003. The Company purchased property and equipment
aggregating $86,837 in 2004 and received proceeds from the sale of fixed assets
of $294 in 2003.

      Financing Activities. Financing activities provided cash of $203,856 in
2004, as compared to $189,400 in 2003. Payments on notes payable were $5,682 in
2004, as compared to $13,737 in 2003. Payments on capital lease obligations were
$41,462 in 2004, as compared to $33,363 in 2003.

      During 2003, the Company established a line of credit with a bank for
$174,000, with interest payable monthly at the bank's prime rate (4% at December
31, 2003) plus 1%. The line of credit was secured by the Company's assets and
was scheduled to mature on December 15, 2004. The line of credit was repaid in
January 2004 and was not renewed.

      During the year ended December 31, 2003, the Company conducted a private
placement offering consisting of units comprised of four shares of common


                                      -20-
<PAGE>

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

      During the year ended December 31, 2003, the Company's Chief Executive
Officer made short-term advances to the Company of $15,000 for working capital
purposes. The Company's Chief Executive Officer had previously made short-term
advances to the Company aggregating $65,000 during the year ended December 31,
2002. These advances were unsecured, interest-free and due on demand. The
aggregate advances of $80,000 were satisfied by the issuance of 800,000 shares
of the Company's common stock in October 2003.

      During the year ended December 31, 2004, the Company sold 400,000 shares
of its common stock to accredited investors in a private placement at $0.50 per
share, generating proceeds of $200,000, and a warrant holder exercised a warrant
to purchase 100,000 shares of common stock, generating proceeds of $25,000.

      On December 7, 2004, the Company issued a 5% convertible debenture with a
face value of $250,000, with interest at 5%, due March 7, 2006, which generated
net proceeds to the Company of $200,000. The Company also entered into a
financing transaction on December 7, 2004 under which an investment firm will
periodically purchase up to $10,000,000 of the Company's common stock over 24
months pursuant to a Standby Equity Distribution Agreement, subject to the
requirements as set forth in such Standby Equity Distribution Agreement (see
"Debentures Payable and Standby Equity Distribution Agreement" below).

      Debentures Payable and Standby Equity Distribution Agreement. On December
7, 2004, the Company closed a financing transaction in which it sold 5%
convertible debentures (the "Debentures") to Advantage Development Capital Corp.
("Advantage"). The Company issued a Debenture with a face value of $250,000 upon
closing and received net proceeds of $200,000. The Company issued another
Debenture for $280,000 on January 3, 2005 and received net proceeds of $230,000.
The Debentures mature on March 7, 2006. Interest is due at the maturity date.
The Debentures are convertible from time to time after nine months from the date
of closing into the Company's common stock by Advantage at the 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.
The Company granted Advantage a security interest in certain of its assets.
Advantage also received 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. The Debenture is convertible into equity based on its face
amount, which results in a beneficial conversion feature with a fair value of
$62,500. The aggregate value of the warrant of $36,000, the value of the
beneficial conversion feature of $62,500, and the related financing costs of
$50,000 paid by the Company to the lender were recorded as a discount to the
$250,000 face value of the Debenture, and are being charged to operations as
interest expense over the 15 month term of the Debenture. As a result of the
foregoing, the Debenture was initially recorded at a net value of $101,500,
prior to the amortization of $9,900 of such deferred costs during


                                      -21-
<PAGE>

December 2004.  Accordingly, the adjusted carrying value of the Debenture at
December 31, 2004 was $111,400.

      Additionally, on December 7, 2004, the Company entered into a financing
transaction with Cornell Capital Partners, LP ("Cornell") under which Cornell
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 control the timing and the 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. Funding of the $10,000,000 will commence at the Company's
election after certain conditions are satisfied, including the Securities and
Exchange Commission declaring effective a registration statement covering the
shares of common stock to be purchased by Cornell. Cornell received 290,000
shares of the Company's common stock as a commitment fee and will receive 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 310,000
shares of common stock issued to Cornell and Newbridge were recorded at par
value of $0.08 per share (aggregate amount $24,800) and included in deferred
offering costs in the consolidated balance sheet at December 31, 2004.

      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.

      Required monthly payments on this loan were in default at December 31,
2003. As a result, the principal balance of this loan of $716,242 at December
31, 2003 was classified as a current liability in the consolidated financial
statements at such date. Accrued interest payable on this loan was $126,375 at
December 31, 2003 and $240,197 at September 30, 2004. Accordingly, the aggregate
obligation to the lender at September 30, 2004 was $956,439.

      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 of $956,439 at September 30, 2004 as follows: (i) $175,000
of the $956,439 (the "Discounted Amount"), shall 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, shall be fully due
and payable; and (iii) the $175,000 and any unpaid accrued interest may be paid
by the Company at any time prior to December 1, 2006. The remaining indebtedness
in excess of the $175,000 in the amount of $781,439 (the "Remaining
Indebtedness") shall continue to bear interest at 16.64% per annum, but shall 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


                                      -22-
<PAGE>

      lender as additional collateral its interest in and rights to a key man
life insurance policy on the Company's 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 December 31,
2004, 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.

      Transactions with Chief Executive Officer. On June 5, 2001, the Company's
Chief Executive Officer exercised a portion of a warrant for 1,538,461 shares of
common stock, which had been issued as consideration for providing a $120,000
line of credit to the Company. The Chief Executive Officer exercised warrants
for 923,077 shares of common stock and paid the exercise consideration by
canceling his $120,000 loan to the Company. The unexercised portion of the
warrant for 615,384 shares of common stock was extended for an additional two
years and cashless exercise provisions were added. The exercise price of the
warrant was approximately equal to the fair market value of the Company's common
stock on the extension date. Accordingly, in accordance with accounting for such
warrants utilizing the intrinsic value method, no compensation expense was
recorded in the Company's consolidated financial statements.

      During the three months ended December 31, 2002 and the three months ended
March 31, 2003, the Company's Chief Executive Officer made short-term advances
to the Company aggregating $65,000 and $15,000, respectively, for working
capital purposes. Such advances were unsecured, interest-free and due on demand.

      During the year ended December 31, 2003, the Company issued 9,500 shares
of common stock to its Chief Executive Officer with an aggregate fair market
value of $5,116, which was charged to operations as general and administrative
expense. The shares were issued pursuant to a bonus provision of such officer's
employment agreement, which provides for the issuance of 5% of the shares issued
in a private placement.

      On October 10, 2003, the Company issued 1,400,000 shares of common stock
to the Chief Executive Officer as repayment of obligations aggregating $140,000
to the Company's Chief Executive Officer, consisting of a note payable of
$80,000 and accrued compensation of $60,000, equivalent to $0.10 per share. The
effective price of $0.10 per share was in excess of the fair market value of
$0.01 per share on October 10, 2003.

      On March 13, 2001, the Company granted to its Chief Executive Officer an
option to purchase an aggregate of 800,000 shares of common stock expiring on
the earlier to occur of three years from the date of vesting or March 13, 2006.
The stock option was exercisable in four equal increments at prices ranging from
$0.38 per share to $2.00 per share, which was not less than fair market value of
the Company's common stock on the date of grant. The stock option was to vest
based on the attainment of certain milestones by the Company, including raising
new equity capital and reaching certain levels of earnings before interest,
taxes, depreciation and amortization, none of which was reached. This stock
option was terminated effective November 26, 2003.

      On November 26, 2003, the Company issued 500,000 shares of common stock to
the Chief Executive Officer as a bonus for the successful creation and
implementation of the discount ticket business. The fair market value of the
500,000 shares was $50,000, which was charged to operations as general and
administrative expense.

      Commitments and Contingencies. At December 31, 2004, the Company did not
have any material commitments for capital expenditures other than for its two
new ticket booths located on the Las Vegas Strip for its Tix4Tonight operations
at the Fashion Show Mall and the Hawaiian Marketplace Shopping


                                      -23-
<PAGE>

Center.  The Fashion Show Mall ticket booth commenced operations in February
2005, and the Hawaiian Marketplace Shopping Center ticket booth will commence
operations after its redevelopment is completed in 2005.  The Company
estimates that it will cost in excess of $200,000 to build out such sites in
2005, which the Company expects to fund through the sale of its convertible
debt and/or equity securities, although there can be no assurances that the
Company will be successful in this regard.

      Off-Balance Sheet Arrangements. At December 31, 2004, the Company did not
have any transactions, obligations or relationships that could be considered
off-balance sheet arrangements.

Recent Accounting Pronouncements:

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

      In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share
Based Payment" ("SFAS 123R"), a revision to SFAS No. 123, "Accounting for
Stock-Based Compensation". SFAS 123R supercedes Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees", and amends SFAS No.
95, "Statement of Cash Flows". SFAS 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. The cost will be recognized as compensation
expense over the vesting period of the awards. The Company is required to adopt
SFAS 123R no later than the beginning of the third quarter of 2005. Under this
method, the Company will begin recognizing compensation cost for equity-based
compensation for all new or modified grants after the date of adoption. In
addition, the Company will recognize the unvested portion of the grant date fair
value of awards issued prior to adoption based on the fair values previously
calculated for disclosure purposes over the remaining vesting period of the
outstanding options and warrants. The Company is currently evaluating the
potential effect that the adoption of SFAS 123R will have on the Company's
financial statement presentation and disclosures.

      In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets, an amendment to APB Opinion No. 29" ("SFAS 153"). SFAS 153 amends
Accounting Principles Board Opinion No. 29, "Accounting for Nonmonetary
Transactions", to require that exchanges of nonmonetary assets be measured and
accounted for at fair value, rather than at carryover basis, of the assets
exchanged. Nonmonetary exchanges that lack commercial substance are exempt from
this requirement. SFAS 153 is effective for nonmonetary exchanges entered into
in fiscal periods beginning after June 15, 2005. The Company does not routinely
enter into nonmonetary exchanges. Accordingly, the Company does not expect that
the adoption of SFAS 153 will have a significant effect on the Company's
financial statement presentation or disclosures.


ITEM 7.   FINANCIAL STATEMENTS

      The consolidated financial statements are listed at the "Index to


                                      -24-
<PAGE>

Consolidated Financial Statements" elsewhere in this document.


ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

      Not applicable.


ITEM 8A.  CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

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

      The Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including its principal executive and
financial officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures as of the end of the period covered
by this report. Based upon and as of the date of that evaluation, the Company's
principal executive and financial officer concluded that the Company's
disclosure controls and procedures are effective to ensure that information
required to be disclosed in the reports the Company files and submits under the
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission's rules and
forms.

(b) Changes in Internal Controls

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


ITEM 8B.  OTHER INFORMATION

      Not applicable.

                                      -25-
<PAGE>


                                   PART III.


ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

      The following table and text set forth the names and ages of all directors
and executive officers of the Company as of March 31, 2005. The Board of
Directors is comprised of only one class. All of the directors will serve until
the next annual meeting of stockholders and until their successors are elected
and qualified, or until their earlier death, retirement, resignation or removal.
There are no family relationships among directors and executive officers. There
are no arrangements or understandings between any two or more of the Company's
directors or executive officers. There is no arrangement or understanding
between any of the Company's directors or executive officers and any other
person pursuant to which any director or officer was or is to be selected as a
director or officer, and there is no arrangement, plan or understanding as to
whether non-management shareholders will exercise their voting rights to
continue to elect the current board of directors. There are also no
arrangements, agreements or understandings between non-management shareholders
that may directly or indirectly participate in or influence the management of
the Company's affairs. Also provided herein is a brief description of the
business experience of each director and executive officer during the past five
years and an indication of directorships held by each director in other
companies subject to the reporting requirements under the Federal securities
laws.


<TABLE>
Name                   Age     Position(s)
----                   ---     -----------

<S>                     <C>    <C>
Mitchell J. Francis     50     Chairman of the Board of Directors,President,
                               Chief Executive Officer and Chief Financial
                               Officer

Kimberly Simon          37     Vice President of Operations

Benjamin Frankel        69     Director

Norman Feirstein        56     Director
</TABLE>


      None of the Company's directors or executive officers has, during the past
five years, (1) had any bankruptcy petition filed by or against any business of
which such person was a general partner or executive officer either at the time
of the bankruptcy or within two years prior to that time; (2) been convicted in
a criminal proceeding or subject to a pending criminal proceeding; (3) been
subject to any order, judgment, or decree, not subsequently reversed, suspended
or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting his involvement in any type
of business, securities, futures, commodities or banking activities; or (4) been
found by a court of competent jurisdiction (in a civil action), the SEC or the
Commodity Futures Trading Commission, to have violated a federal or state
securities or commodities law, and the judgment has not been reversed, suspended
or vacated.


Biographies of Directors and Executive Officers:

Mitchell J. Francis.  Mr. Francis has been the Chairman of the Board of
Directors since June 1993, has been Chief Executive Officer and President
since the Company's inception in April 1993, and has been Chief Financial
Officer since March 1, 1999.  Prior to founding the Company, Mr. Francis was
involved in site acquisition, analysis, architectural design, construction,
management and marketing of numerous residential and commercial real estate


                                      -26-
<PAGE>

projects, and has been the general partner of numerous real estate limited
partnerships.  Mr. Francis is also the President and principal shareholder of
Francis Development Inc., a real estate development company that he founded
in 1981.

Kimberly Simon. Ms. Simon has been employed by the Company for nearly seven
years. Ms. Simon started her career with the Company in September 1997 as the
general manager of the Company's Las Vegas ride simulator facility. While
retaining that capacity, she assumed the responsibility for overseeing the
management of all of the Company's ride simulator facilities and was promoted to
Vice President of Operations effective May 1, 2001. Ms. Simon is currently
responsible for all day-to-day operations of Tix4Tonight. Prior to joining the
Company, Ms. Simon gained managerial experience with several national companies.
Ms. Simon is a graduate of Northern Illinois University.

Benjamin Frankel.  Mr. Frankel has been a director of the Company since March
17, 1995.  Mr. Frankel is a certified public accountant and has been a
partner in the accounting firm of Frankel, Lodgen, Lacher, Golditch, Sardi &
Howard and its predecessors since 1965.

Norman Feirstein.  Mr. Feirstein has been a director of the Company since
March 17, 1995.  Mr. Feirstein practiced law as a sole practitioner from 1978
until July 1993.  Since such time, Mr. Feirstein has practiced law as the Law
Offices of Norman Feirstein, P.C.

Compliance with Section 16(a) of the Securities Exchange Act of 1934, as
Amended:

      Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers and persons who own more than 10%
of a registered class of the Company's equity securities to file various reports
with the Securities and Exchange Commission concerning their holdings of, and
transactions in, securities of the Company. Copies of these filings must be
furnished to the Company.

      To our knowledge based solely on our review of the copies of the Section
16(a) reports furnished to us and written representations to us that no other
reports were required, the Company believes that all individual filing
requirements applicable to the Company's directors and executive officers were
complied with under Section 16(a) during 2004, except as follows:

      Benjamin Frankel did not timely file Form 4's during 2004 with respect to
the issuance of shares of common stock to him and the sale of shares of common
stock by him during the year ended December 31, 2004.

      In addition, Gang Consulting Inc. did not timely file Form 4's during 2004
with respect to the issuance of shares of common stock to it, the exercise of
warrants by such firm, and the sale of shares of common stock by such firm
during the year ended December 31, 2004.

Family Relationships among Directors and Executive Officers:

      There were no family relationships among directors and executive officers
during the years ended December 31, 2002, 2003 and 2004.

Indebtedness of Directors and Executive Officers:

      None of the Company's directors or executive officers or their respective
associates or affiliates is indebted to the Company.

Legal Proceedings with Affiliates:

      The Company is not involved in any legal proceedings with any director,


                                      -27-
<PAGE>

officer, affiliate or stockholder of the Company.

Code of Ethics:

      The Company has adopted a written Code of Ethics that applies to its
senior management. A copy of the Company's Code of Ethics, executed by the
Company's Chief Executive Officer and Chief Financial Officer, has been filed as
an exhibit to the Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2003. A copy of the Company's Code of Ethics is available to
any shareholder by addressing a request to the attention of the Secretary of the
Company and mailing such request to the Company's corporate offices. Any
amendment to the Code of Ethics or any waiver of the Code of Ethics will be
disclosed promptly following the date of such amendment or waiver pursuant to a
Form 8-K filing with the Securities and Exchange Commission.

Changes in Procedures to Nominate Directors:

      Since the date of the Company's last disclosures pursuant to Item
7(d)(s)(ii)(G) of Schedule 14A of the Securities Exchange Act of 1934, as
amended, there have been no material changes to the procedures by which security
holders may recommend nominees to the Company's Board of Directors.


ITEM 10.  EXECUTIVE COMPENSATION

      The following table and text sets forth information with respect to the
compensation paid to the Chief Executive Officer of the Company during the years
ended December 31, 2004, 2003 and 2002. No other executive officer had total
compensation exceeding $100,000 during the years ended December 31, 2004, 2003
and 2002.


<TABLE>
<CAPTION>
                          Summary Compensation Table
                          --------------------------

Name and
Principal                                        Other Annual     All Other
Positions                  Year      Salary      Compensation    Compensation
---------                  ----      ------      ------------    ------------

<S>                 <C>    <C>     <C>            <C>     <C>     <C>
Mitchell J. Francis (5)    2004    $275,000       $66,836 (1)     $  -
Chairman of the            2003     275,000        62,451 (2)       5,115 (4)
Board of Directors,        2002     275,000        58,729 (3)      82,570 (4)
President, Chief
Executive Officer
and Chief Financial
Officer
</TABLE>

----------------------

(1) Includes $3,660 in disability insurance premiums, $19,461 in automobile
expense, $11,539 in life insurance premiums, $6,101 in long-term care
insurance, $13,260 in medical insurance premiums paid to or on behalf of Mr.
Francis and $12,815 in 401(k) contributions in 2004.

(2) Includes $4,997 in disability insurance premiums, $18,127 in automobile
expense, $7,727 in life insurance premiums, $6,101 in long-term care
insurance, $13,288 in medical insurance premiums paid to or on behalf of Mr.
Francis and $12,211 in 401(k) contributions in 2003.

(3) Includes $3,747 in disability insurance premiums, $17,065 in automobile
expense, $7,844 in life insurance premiums, $6,101 in long-term care
insurance, $11,157 in medical insurance premiums paid to or on behalf of Mr.
Francis and $12,815 in 401(k) contributions in 2002.

                                      -28-
<PAGE>

(4) Represents the fair market value of 9,500 shares and 123,750 shares of
common stock issued to Mr. Francis in 2003 and 2002, respectively, as a bonus
for capital raising efforts pursuant to his employment agreement (see
"Employment Agreement" below).

(5) Compensation to Mr. Francis is paid to Francis Development Inc., a
company founded and controlled by Mr. Francis.


Meetings and Committees of the Board of Directors:

      During the year ended December 31, 2004, the Company did not have any
meetings of its Board of Directors; all board actions were taken by unanimous
written consent.

      The Company does not have a nominating committee of the Board of
Directors, or any committee performing similar functions. Nominees for election
as a director are selected by the Board of Directors.

      The compensation committee of the Board of Directors consists of the three
directors of the Company, one of whom is an employee of the Company. The
compensation committee reviews the performance of the executive officers of the
Company and reviews the compensation programs for key employees, including
salary and bonus levels.

      The audit committee of the Board of Directors consists of Benjamin Frankel
and Norman Feirstein, neither of whom is an employee of the Company. The audit
committee reviews, acts on and reports to the Board of Directors with respect to
various auditing and accounting matters, including the selection of the
Company's independent public accountants, the scope of the annual audits, the
nature of non-audit services, the fees to be paid to the independent public
accountants, the performance of the independent public accountants, and the
accounting practices of the Company. The Company does not currently have an
audit committee financial expert serving on its audit committee. The Company
intends to attempt to add a qualified board member to serve as an audit
committee financial expert in the future.

      The stock option committee of the Board of Directors consists of Benjamin
Frankel and Norman Feirstein, neither of whom is an employee of the Company. The
stock option committee is responsible for the operation and administration of
the Company's stock option plans, including the grants thereunder.

Directors Compensation:

      For serving on the Board of Directors, directors who are not employees of
the Company receive $2,000 for each meeting of the Board of Directors, and
reimbursement for any expenses incurred in attending board meetings. Directors
who are employees of the Company receive no additional compensation for serving
on the Board of Directors. The non-employee directors are eligible to
participate in the 2004 Directors Option Plan.

      On November 26, 2003, the Company issued 100,000 shares of common stock to
Benjamin Frankel and 100,000 shares of common stock to Norman Feirstein for
services rendered. The aggregate fair market value of the 200,000 shares of
$20,000 was charged to operations during the year ended December 31, 2003.

      On January 28, 2002, the Company issued 100,000 shares of common stock to
Benjamin Frankel and 100,000 shares of common stock to Norman Feirstein for
services rendered. The aggregate fair market value of the 200,000 shares of
$60,000 was charged to operations during the year ended December 31, 2002.

                                      -29-
<PAGE>

Employment Agreement:

      Effective September 1, 2000, the Company entered into a three-year
employment agreement expiring August 31, 2003 with Mitchell J. Francis to serve
as Chairman, President and Chief Executive Officer. The agreement provided for a
base annual salary of $275,000, annual increases of 8% (which were not taken in
2001, 2002 and 2003), and annual bonuses based on 6% of the Company's annual
earnings before interest, taxes, depreciation and amortization in excess of
$500,000. The agreement provided for the issuance of stock options to purchase
300,000 shares of common stock, with an exercise price of $0.50 per share,
vesting in equal annual increments on September 1, 2001, 2002 and 2003. The
agreement also provided for the issuance of stock options to purchase up to
1,250,000 shares of common stock if the Company's stock price reached certain
levels for 20 consecutive days, which were not reached. Accordingly, the stock
options were not issued prior to the expiration of the employment agreement. The
employment agreement also provided for stock options to purchase 100,000 shares
of common stock for the opening of each new ride facility, exercisable at fair
market value on the date each new ride facility opens. The Company did not open
any new ride facilities during the term of this employment agreement. In
addition, during the term of the employment agreement, for each $1,000,000 of
new debt or equity financing or fraction thereof on a pro rata basis, the
Company was obligated to issue to Mr. Francis shares of common stock equal to 5%
of the shares of common stock issued in any such financing transaction.

Severance Agreement:

      Effective May 13, 1998, the Company entered into a severance agreement
with Mr. Francis that provided for certain compensation to such executive
officer in the event of a change in control of the Company. The term of the
severance agreement was through June 30, 1999, at which time it was
automatically extended for one year periods commencing on July 1, 1999 and on
each subsequent July 1, unless the Company gives notice not later than December
31 of the preceding year that it does not wish to extend the severance
agreement. A change in control of the Company is defined as: (a) the acquisition
by any person or entity of 20% or more of the Company's voting equity
securities; (b) a change in control of the Board of Directors; or (c) a merger
or consolidation of the Company with any other entity, unless the shareholders
of the Company prior to the merger or consolidation continue to represent at
least 80% of the combined voting power of the merged entity. In the event of a
change in control, among other compensation and benefits, the severance
agreement entitles Mr. Francis to receive a severance payment of five times his
current annual salary upon his termination without cause.

Long-Term Incentive Plans:

      The Company does not have any long-term incentive plans.

Employee Stock Option Plans:

      In June 1994, prior to the Company's September 1994 initial public
offering, the Company adopted a Stock Option Plan (the "1994 Option Plan") for
officers, employees, directors and consultants of the Company or its
subsidiaries. The 1994 Option Plan authorized the granting of incentive stock
options and non-qualified stock options to purchase an aggregate of not more
than 112,500 shares of the Company's common stock. The 1994 Option Plan provided
that options granted would generally be exercisable at any time during a
ten-year period (five years for a stockholder owning in excess of 10% of the
Company's common stock). The exercise price for non-qualified stock options
would not be less than the par value of the Company's common stock. The exercise
price for incentive stock options would not be less than 100% of the fair market
value of the Company's common stock on the date of grant (110% of the fair
market value of the Company's common stock on the date of grant for a
stockholder owning in excess of 10% of the Company's common stock). The 1994
Option Plan terminated on December 31, 2003.

      On March 3, 2005, the Company adopted the 2004 Stock Option Plan (the


                                      -30-
<PAGE>

"2004 Option Plan") for officers and employees of the Company or its
subsidiaries. The 2004 Option Plan was approved pursuant to a Joint Written
Consent of the Board of Directors and Majority Stockholders of the Company dated
September 22, 2004. The 2004 Option Plan authorized the granting of incentive
stock options and non-qualified stock options to purchase an aggregate of not
more than 960,000 shares of the Company's common stock. The 2004 Option Plan
provided that options granted would generally be exercisable at any time during
a ten-year period (five years for a stockholder owning in excess of 10% of the
Company's common stock) and vest one-third in each of the three years following
the grant, unless otherwise provided by the plan administrator. The exercise
price for non-qualified stock options would not be less than the par value of
the Company's common stock. The exercise price for incentive stock options would
not be less than 100% of the fair market value of the Company's common stock on
the date of grant (110% of the fair market value of the Company's common stock
on the date of grant for a stockholder owning in excess of 10% of the Company's
common stock). No option may be exercised during the first six months of its
term except in the case of death. The Company had not issued any options under
the 2004 Option Plan at December 31, 2004.

Directors Stock Option Plans:

      In December 1995, the Company adopted a Directors Stock Option Plan (the
"1995 Directors Option Plan") for non-employee directors of the Company. The
1995 Directors Option Plan was approved by the Company's stockholders at the
Annual Meeting of Stockholders held on June 14, 1996. The 1995 Directors Option
Plan authorized the granting of non-qualified stock options to purchase an
aggregate of not more than 12,500 shares of the Company's common stock. The 1995
Directors Option Plan provided that options granted would be exercisable during
a ten-year period and would vest on a cumulative basis as to one-third of the
total number of shares covered thereby at any time after one year from the date
the option was granted and an additional one-third of such total number of
shares at any time after the end of each consecutive one-year period thereafter
until the option had become exercisable as to all of such total number of
shares. The exercise price for non-qualified stock options would be the fair
value of the Company's common stock at the date of the grant. There were no
options available for issuance under the 1995 Directors Option Plan at December
31, 2003 and 2004. The 1995 Directors Stock Option Plan terminated on December
31, 2004.

      On March 3, 2005, the Company adopted the Directors Stock Option Plan (the
"2004 Directors Option Plan") for non-employee directors of the Company. The
2004 Directors Option Plan was approved pursuant to a Joint Written Consent of
the Board of Directors and Majority Stockholders of the Company dated September
22, 2004. The 2004 Directors Option Plan authorized the granting of
non-qualified stock options to purchase an aggregate of not more than 240,000
shares of the Company's common stock. The 2004 Directors Option Plan provided
that options granted would be exercisable for a period not to exceed ten years
and would vest on a cumulative basis as to one-third of the total number of
shares covered thereby at any time after one year from the date the option was
granted and an additional one-third of such total number of shares at any time
after the end of each consecutive one-year period thereafter until the option
had become exercisable as to all of such total number of shares. The exercise
price for non-qualified stock options would be the fair value of the Company's
common stock at the date of the grant. No option may be exercised during the
first six months of its term except in the case of death. The Company had not
issued any options under the 2004 Directors Option Plan at December 31, 2004.

      During the years ended December 31, 2002, 2003 and 2004, the Company did
not grant any stock options under any stock option plan.

      All stock options shown below reflect the one-for-eight reverse stock
split effective May 29, 1998. On June 18, 1998, the Board of Directors cancelled
all issued and outstanding stock options at that time and reissued


                                      -31-
<PAGE>

them based on the then current fair market value of $0.39 per share, except for
the Chief Executive Officer's stock options, which were repriced at 110% of the
then current fair market value, or $0.43 per share.


Issuance of Non-Plan Stock Options, Warrants and Common Stock to Officers:

Kimberly Simon:

      On January 28, 2002, the Company issued 75,000 shares of common stock to
Kimberly Simon. The fair market value of such shares of $22,500 was charged to
operations during the year ended December 31, 2002.

      On July 9, 2003, the Company issued 50,000 shares of common stock to
Kimberly Simon. The fair market value of such shares of $6,500 was charged to
operations during the year ended December 31, 2003.

      On November 26, 2003, the Company issued 100,000 shares of common stock to
Kimberly Simon. The fair market value of such shares of $10,000 was charged to
operations during the year ended December 31, 2003.

      On February 4, 2002, as part of the Company's 2002 compensation agreement
with Kimberly Simon, the Company issued a warrant to purchase 50,000 shares of
common stock exercisable at $0.41 per share, which was the fair market value on
the date of grant, vesting if 2002 revenues from the Company's Las Vegas
Facility were at least equal to 2001 revenues. As of June 30, 2002, the Company
determined that it was likely that this warrant would vest. Accordingly, the
Company calculated the value of the warrant as $32,500 pursuant to the
Black-Scholes option pricing model, which was charged to operations during the
year ended December 31, 2002.

Mitchell J. Francis:

      On March 13, 2001, the Company granted to Mitchell J. Francis an option to
purchase an aggregate of 800,000 shares of common stock expiring on the earlier
to occur of three years from the date of vesting or March 13, 2006. The stock
option was exercisable in four equal increments at prices ranging from $0.38 per
share to $2.00 per share, which was not less than fair market value of the
Company's common stock on the date of grant. The stock option was to vest based
on the attainment of certain milestones by the Company, including raising new
equity capital and reaching certain levels of earnings before interest, taxes,
depreciation and amortization, none of which was reached. This stock option was
terminated effective November 26, 2003.

      On June 5, 2001, Mr. Francis exercised a portion of a previously issued
warrant to purchase 1,538,461 shares of common stock exercisable at $0.13 per
share through February 2, 2002. Mr. Francis exercised a portion of the warrant
and acquired 923,077 shares of common stock and paid the exercise consideration
by canceling his $120,000 loan to the Company. At that time, the unexercised
portion of the warrant for 615,384 shares of common stock was extended for an
additional two years and cashless exercise provisions were added. The exercise
price of the warrant was approximately equal to the fair market value of the
Company's common stock on the extension date. On November 26, 2003, the
expiration date of this warrant was extended from February 2, 2004 to February
2, 2007. The exercise price of the warrant was in excess of the fair market
value of the Company's common stock on November 26, 2003.

      During the years ended December 31, 2003 and 2002, the Company issued
9,500 shares and 123,750 shares of common stock to Mr. Francis in 2003 and 2002
with a fair market value of $5,115 and $82,570, respectively, as a bonus for
capital raising efforts pursuant to his employment agreement.

      On October 10, 2003, the Company repaid $80,000 of advances to Mr. Francis
by issuing 800,000 shares of common stock. In addition, on October 10, 2003, the
Company issued Mr. Francis 600,000 shares of common stock in


                                      -32-
<PAGE>

exchange for accrued but unpaid compensation of $60,000. The effective price of
$0.10 per share was in excess of the fair market value of $0.01 per share on
October 10, 2003.

      On November 26, 2003, the Company issued 500,000 shares of common stock to
its Chief Executive Officer as a bonus for the successful creation and
implementation of the discount ticket business. The fair market value of the
500,000 shares was $50,000.

      A summary of stock options and warrants issued to officers, directors and
employees as of December 31, 2004 is presented below. No stock options under any
stock option plan were exercised during 2002, 2003 or 2004.


<TABLE>
<CAPTION>
                     Stock Option and Warrant Value Table
                     ------------------------------------

                                                            Value of
                             Number of                     Unexercised
                          Shares of Common                 in-the-Money
                          Stock Underlying                Stock Options
                           Stock Options      Weighted    and Warrants at
                            and Warrants      Average    Fiscal Year-End (1)
                         ------------------   Exercise   -------------------
Name                     Unvested    Vested    Price     Unvested     Vested
----                     --------    ------    -----     --------     ------

Option Plan:

<S>                      <C>          <C>      <C>       <C>        <C>
Kimberly Simon              -         1,000    $0.39      $  -      $    160

Employees                   -           500     0.39         -            80


Directors Option Plan:

Benjamin Frankel            -         6,250     0.39         -         1,000

Norman Feirstein            -         6,250     0.39         -         1,000


Non-Plan Stock Options
  and Warrants:

Mitchell J. Francis
  Stock Options             -       325,000     0.48         -        22,750
  Warrants                  -       615,384     0.13         -       258,461

Kimberly Simon
  Stock Options             -       150,000     0.15         -        60,000
  Warrants                  -        50,000     0.41         -         7,000

Former employee
  Stock Options             -        60,000     0.15         -        24,000
</TABLE>
-------------------

(1) The dollar values are calculated by determining the difference between the
weighted average exercise price of the stock options and warrants and the market
price for the common stock of $0.55 per share at December 31, 2004.

                                      -33-
<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      As used in this section, the term beneficial ownership with respect to a
security is defined by Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, as consisting of sole or shared voting power (including the power to
vote or direct the vote) and/or sole or shared investment power (including the
power to dispose of or direct the disposition of) with respect to the security
through any contract, arrangement, understanding, relationship or otherwise,
subject to community property laws where applicable.

      As of March 31, 2005, the Company had a total of 10,252,621 shares of
common stock issued and outstanding, which is the only issued and outstanding
voting equity security of the Company.

      The following table sets forth, as of March 31, 2005: (a) the names and
addresses of each beneficial owner of more than five percent (5%) of the
Company's common stock known to the Company, the number of shares of common
stock beneficially owned by each such person, and the percent of the Company's
common stock so owned; and (b) the names and addresses of each director and
executive officer, the number of shares of common stock beneficially owned, and
the percentage of the Company's common stock so owned, by each such person, and
by all directors and executive officers of the Company as a group. Each person
has sole voting and investment power with respect to the shares of common stock,
except as otherwise indicated. Beneficial ownership consists of a direct
interest in the shares of common stock, except as otherwise indicated.
<TABLE>
                                                           Percent of
Name and Address             Amount and Nature of       Shares of Common
of Beneficial Owner          Beneficial Ownership       Stock Outstanding (2)
-------------------          --------------------       -----------------

<S>                              <C>       <C>                 <C>
Mitchell J. Francis (1)          3,764,711 (3)                 33.6%

Kimberly Simon (1)                 456,000 (4)                  4.4%

Benjamin Frankel (1)               473,750 (5)                  4.6%

Norman Feirstein (1)               256,250 (6)                  2.5%

All directors and
executive officers
as a group (4 persons)           4,950,711 (7)                 43.4%

Leo A. Beskar                      542,000 (8)                  5.1%
P.O. Box 138
River Falls
Wisconsin 54022

Gang Consulting Inc.             1,474,875 (9)                 13.3%
1110 Bennet Drive
Port Coquitla
British Columbia V3C 6C5
Canada
</TABLE>
-------------------------

(1) The address of each such person is c/o the Company, 12001 Ventura Place,
Suite 340, Studio City, California 91604.
(2) The calculation is based on the number of shares of common stock
outstanding on March 31, 2005, plus, with respect to each named person, the
number of shares of common stock which the stockholder has the right to
acquire upon exercise of stock options and warrants exercisable within 60
days of March 31, 2005.
(3) Includes 2,824,327 shares of common stock owned by Mr. Francis and
940,384 shares of common stock issuable upon exercise of stock options and


                                      -34-
<PAGE>

warrants granted to Mitchell J. Francis.  Excludes 4,688 shares of common
stock owned by Sandra Francis, the wife of Mitchell J. Francis, as to which
Mr. Francis disclaims beneficial ownership.
(4) Includes 255,000 shares of common stock owned by Ms. Simon and 201,000
shares of common stock issuable upon exercise of stock options and warrants
granted to Ms. Simon.
(5) Includes 465,000 shares of common stock owned by Mr. Frankel and 6,250
shares of common stock issuable upon exercise of stock options granted to Mr.
Frankel.  Also includes 2,500 shares of common stock that were issued to the
accounting firm of Frankel, Lodgen, Lacher, Golditch, Sardi & Howard for
services rendered.  Mr. Frankel is a partner in such firm, and disclaims
beneficial ownership of such shares, except to the extent of his
proportionate interest therein.
(6) Includes 250,000 shares of common stock owned by Mr. Feirstein and 6,250
shares of common stock issuable upon exercise of stock options granted to Mr.
Feirstein.
(7) Includes 3,796,827 shares of common stock owned by or attributable to
officers and directors and 1,153,884 shares of common stock issuable upon
exercise of stock options and warrants granted to officers and directors.
(8) Leo A. Beskar was an investor in the Company's private placements
conducted during the years ended December 31, 2002 and 2003.  The private
placement offerings consisted of units comprised of four shares of common
stock and four common stock purchase warrants for each $1.00 invested.  The
warrants were exercisable at $0.50 per share for a period of 30 months
(increased from 18 months originally) from the date of issuance.  The common
share amount presented herein consists of 260,000 shares of common stock sold
to the investor, and assumes exercise of warrants to purchase 260,000 shares
of common stock.  During June 2003, the Company also issued warrants to
purchase an additional 22,000 shares of common stock to Mr. Beskar,
equivalent to 10% of the number of warrants originally issued.  The warrants
are exercisable at $0.50 per share for a period of 30 months from the date of
issuance of the original warrants, in lieu of the Company not registering
such securities with the Securities and Exchange Commission.
(9) Includes 674,875 shares of common stock and 800,000 shares of common
stock issuable upon exercise of common stock purchase warrants granted to
Gang Consulting Inc.

Changes in Control:

      The Company is unaware of any contract or other arrangement, the operation
of which may at a subsequent date result in a change in control of the Company.

      Information with respect to securities authorized for issuance under
equity compensation plans is provided at "ITEM 5. MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS - Securities Authorized for Issuance Under Equity
Compensation Plans".


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Benjamin Frankel, a director of the Company, is a partner in the
accounting firm of Frankel, Lodgen, Lacher, Golditch, Sardi & Howard. During the
years ended December 31, 2004, 2003 and 2002, the Company incurred fees to
Frankel, Lodgen, Lacher, Golditch, Sardi & Howard of $73,899, $91,015 and
$56,061, respectively, for accounting and tax services. Certain of these fees
were paid through the issuance of the Company's common stock as described at
"ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS - 2003
CONSULTANT STOCK PLAN".

      During the years ended December 31, 2003 and 2002, the Company issued
9,500 shares and 123,750 shares of common stock to its Chief Executive Officer
with an aggregate fair market value of $5,115 and $82,570, respectively, as a
bonus for capital raising efforts pursuant to his employment agreement (see
"ITEM 10. EXECUTIVE COMPENSATION - Employment Agreements").

                                      -35-
<PAGE>

      During the year ended December 31, 2002, the Company's Chief Executive
Officer made short-term advances to the Company aggregating $65,000 for working
capital purposes. During the year ended December 31, 2003, the Company's Chief
Executive Officer made additional advances to the Company of $15,000. Such
advances were unsecured, interest-free and due on demand. On October 10, 2003,
such advances aggregating $80,000 were repaid by the Company issuing 800,000
shares of common stock. In addition, on October 10, 2003, the Company issued its
Chief Executive Officer 600,000 shares of common stock in exchange for accrued
but unpaid compensation of $60,000. The effective price of $0.10 per share was
in excess of the fair market value of $0.01 per share on October 10, 2003.

      On November 26, 2003, the Company issued 500,000 shares of common stock to
its Chief Executive Officer as a bonus for the successful creation and
implementation of the discount ticket business. The fair market value of the
500,000 shares was $50,000.


ITEM 13.  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.


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit and Audit Related Fees:

      Weinberg & Company, P.A. ("Weinberg") was the Company's independent
registered public accounting firm for the years ended December 31, 2004 and
2003. Services provided to the Company by Weinberg with respect to such periods
consisted of the audits of the Company's consolidated financial statements and
limited reviews of the condensed consolidated financial statements included in
Form 10-QSB Quarterly Reports. Charges by Weinberg with respect to these matters
aggregated approximately $48,000 and $25,000, respectively, for the years ended
December 31, 2004 and 2003.

Tax Fees:

      Weinberg did not provide any services to the Company with respect to the
preparation of corporate income tax returns or tax planning matters.

All Other Fees:

      Weinberg did not provide any services with respect to any matters other
than those related to audit and audit-related matters.

Pre-Approval Policies and Procedures:

      The Audit Committee meets periodically to review and approve the scope of
the services to be provided to the Company by its independent accountant, as
well to review and discuss any issues that may arise during an engagement. The
Audit Committee considers various issues with respect to the services to be
provided by its independent accountant, including the complexity of any
engagement, its expected cost, the knowledge and expertise of the independent
accountant's staff, any complex accounting or disclosure issues, new accounting
pronouncements, and the capability of the Company's financial staff.

                                      -36-
<PAGE>



                                  SIGNATURES



      In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.


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



Date:  April 14, 2005                         By:  /s/ MITCHELL J. FRANCIS
                                                   ___________________________
                                                   Mitchell J. Francis
                                                   Chief Executive Officer



      In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.



Date:  April 14, 2005                         By:  /s/ MITCHELL J. FRANCIS
                                                   ___________________________
                                                   Mitchell J. Francis
                                                   Chief Executive Officer,
                                                   President, Chief Financial
                                                   Officer and Chairman of the
                                                   Board of Directors




Date:  April 14, 2005                         By:  /s/ BENJAMIN FRANKEL
                                                   ___________________________
                                                   Benjamin Frankel
                                                   Director





Date:  April 14, 2005                         By:  /s/ NORMAN FEIRSTEIN
                                                   ___________________________
                                                   Norman Feirstein
                                                   Director

                                      -37-
<PAGE>


          TIX CORPORATION (FORMERLY CINEMA RIDE, INC.) AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                                                                 PAGE

Report of Independent Registered Public Accounting Firm           39

Consolidated Financial Statements:

     Consolidated Balance Sheets - December 31, 2004 and 2003     40

     Consolidated  Statements of Operations - Years Ended         42
     December 31, 2004 and 2003

     Consolidated Statements of Stockholders'  Deficiency -
     Years Ended December 31, 2004 and 2003                       43

     Consolidated  Statements of Cash Flows - Years Ended
     December 31, 2004 and 2003                                   45

     Notes to Consolidated  Financial Statements -
     Years Ended December 31, 2004 and 2003                       47

                                      -38-
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACOUNTING FIRM

The Board of Directors
Tix Corporation (formerly Cinema Ride, Inc.)

      We have audited the accompanying consolidated balance sheets of Tix
Corporation (formerly Cinema Ride, Inc.) and Subsidiaries (the "Company") as of
December 31, 2004 and 2003, and the related consolidated statements of
operations, stockholders' deficiency and cash flows for the years then ended.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

      We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

      In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Tix Corporation (formerly Cinema Ride, Inc.) and Subsidiaries as of December 31,
2004 and 2003, and the results of their operations and their cash flows for the
years then ended, in conformity with accounting principles generally accepted in
the United States of America.

      The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to the consolidated financial statements, the Company had a net loss of
$1,617,365 and negative cash flow from operations of $534,323 during the year
ended December 31, 2004, and had a working capital deficiency of $1,265,185 and
a stockholders' deficiency of $2,010,795 at December 31, 2004. These factors
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note 1. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.


Weinberg & Company, P.A.

Boca Raton, Florida
March 14, 2005

                                      -39-
<PAGE>



<TABLE>
<CAPTION>

          TIX CORPORATION (FORMERLY CINEMA RIDE, INC.) AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                           DECEMBER 31, 2004 AND 2003



                                          ASSETS

                                                            2004        2003
                                                          --------   ---------
<S>                                                       <C>        <C>
Current assets:
   Cash                                                 $  131,186   $  91,311
   Prepaid expenses and other current assets                78,862      16,268
   Assets related to discontinued operations                   588         588
                                                          --------   ---------
      Total current assets                                 210,636     108,167
                                                          --------   ---------

Property and equipment:
   Office equipment and furniture                          165,039     156,586
   Equipment under capital lease                           155,581     141,928
   Leasehold improvements                                   93,045      14,662
                                                          --------   ---------
                                                           413,665     313,176
   Less accumulated depreciation                          (143,381)    (81,825)
                                                          --------   ---------
      Total property and equipment, net                    270,284     231,351
                                                          --------   ---------

Other assets:
   Investment in terminated joint venture - Tickets2Nite         -     462,179
   Deferred offering costs                                  29,800           -
   Deposits                                                 43,026      30,029
                                                          --------   ---------
      Total other assets                                    72,826     492,208
                                                          --------   ---------

                                                        $  553,746   $ 831,726
                                                          ========   =========
</TABLE>




                                   (continued)



                                      -40-
<PAGE>

          TIX CORPORATION (FORMERLY CINEMA RIDE, INC.) AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS (continued)

                           DECEMBER 31, 2004 AND 2003

<TABLE>
<CAPTION>

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

                                                          2004          2003
                                                       ----------    ----------
<S>                                                   <C>           <C>
Current liabilities:
   Accounts payable and accrued liabilities            $  748,865    $  477,512
   Current portion of capital lease obligations            50,473        40,180
   Current portion of notes payable                        23,954       716,242
   Bank line of credit                                          -       174,000
   Liabilities related to discontinued operations         652,529       553,552
                                                       ----------    ----------
      Total current liabilities                         1,475,821     1,961,486
                                                       ----------    ----------

Long-term debt:
   Capital lease obligations, less current portion         50,517        88,620
   Notes payable, less current portion                    926,803             -
   Debenture payable, net of discount                     111,400             -
                                                       ----------    ----------
          Total long-term debt                          1,088,720        88,620
                                                       ----------    ----------

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; 10,011,237 shares and
     8,515,125 shares issued and outstanding
     as of December 31, 2004 and 2003, respectively       800,899       681,210
   Additional paid-in capital                          11,594,244    10,908,983
   Deferred compensation                                  (15,000)      (35,000)
   Accumulated deficit                                (14,390,938)  (12,773,573)
                                                       ----------    ----------
      Total stockholders' deficiency                   (2,010,795)   (1,218,380)
                                                       ----------    ----------
                                                       $  553,746    $  831,726
                                                       ==========    ==========
</TABLE>


          See accompanying notes to consolidated financial statements.

                                      -41-
<PAGE>

<TABLE>
<CAPTION>
          TIX CORPORATION (FORMERLY CINEMA RIDE, INC.) AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                     YEARS ENDED DECEMBER 31, 2004 AND 2003


                                                          2004         2003
                                                       ----------   ----------
<S>                                                   <C>           <C>
Revenues (2004 gross ticket sales - $6,066,538)       $ 1,557,459   $        -
                                                       ----------   ----------
Operating expenses:
   Direct costs of revenues                               800,268            -
   Selling and marketing expenses                         366,461            -
   General and administrative expenses,
    including non-cash compensation expense
    of $264,650 in 2004 and $552,281 in 2003
    ($0 in 2004 and $117,015 in 2003
    to officers and directors)                          1,488,312    1,568,179
   Depreciation and amortization                           61,556        2,520
   Start-up costs of Tickets2Nite business venture             -        61,199
                                                       ----------   ----------
      Total costs and expenses                          2,716,597    1,631,898
                                                       ----------   ----------
Loss from operations                                   (1,159,138)  (1,631,898)
                                                       ----------   ----------
Other income (expense):
   Equity in net income of terminated joint
    venture - Tickets2Nite                                      -      414,065
   Interest income                                             12           13
   Interest expense                                      (193,939)    (154,066)
                                                       ----------   ----------
      Other income (expense), net                        (193,927)     260,012
                                                       ----------   ----------
Loss from continuing operations                        (1,353,065)  (1,371,886)
                                                       ----------   ----------
Loss from discontinued operations:
   Income from discontinued operations                     26,884      238,704
   Loss from closure of discontinued operations          (291,184)    (319,335)
                                                       ----------   ----------

      Net loss from discontinued operations              (264,300)     (80,631)
                                                       ----------   ----------
Net loss                                              $(1,617,365)  $1,452,517)
                                                       ==========   ==========

Net income (loss) per common share -
   basic and diluted:
   Loss from continuing operations                     $    (0.14)  $    (0.22)
   Income from discontinued operations                          -         0.04
   Loss from closure of discontinued operations             (0.03)       (0.05)
                                                       ----------   ----------
   Net loss per common share                           $    (0.17)  $    (0.23)
                                                       ==========   ==========

Weighted average number of common shares outstanding
    - basic and diluted                                 9,276,144    6,360,381
                                                       ==========   ==========
</TABLE>


          See accompanying notes to consolidated financial statements.

                                      -42-
<PAGE>

<TABLE>
<CAPTION>
          TIX CORPORATION (FORMERLY CINEMA RIDE, INC.) AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

                                Common stock
                              ----------------     Additional                                    Total
                               Number               Paid-in       Deferred    Accumulated     Stockholders'
                              of Shares  Amount     Capital     Compensation    Deficit        Deficiency
                              ---------  ------    ----------   ------------  -----------     -------------
<S>                           <C>        <C>       <C>          <C>          <C>                <C>
Balance, January 1, 2003      5,620,775  $449,662  $10,696,416  $  (330,666) $(11,321,056)      $(505,644)
Issuance of common stock
  to officers, employees
  and directors for services  1,599,500   127,960       38,855                                    166,815
Sale of common stock and
  warrants                      190,000    15,200       32,300                                     47,500
Issuance of common stock
  to consultants                325,400    26,032      102,368                                    128,400
Cancellation of common
  stock to consultant           (30,000)   (2,400)     (16,200)                                   (18,600)
Issuance of warrants to
  consultants                                           40,000      (40,000)                            -
Amortization of deferred
  compensation                                                      335,666                       335,666
Issuance of common stock
  for capital raising             9,450       756         (756)                                         -
Issuance of common stock
  as settlement of a loan
  from Chief Executive
  Officer                       800,000    64,000       16,000                                     80,000
Net loss                                                                       (1,452,517)     (1,452,517)
                              ---------   -------   ----------    ---------    ----------       ---------

Balance, December 31, 2003    8,515,125   681,210   10,908,983      (35,000)  (12,773,573)     (1,218,380)

Sale of common stock            400,000    32,000      168,000                                    200,000
Exercise of warrants            100,000     8,000       17,000                                     25,000
Amortization of deferred
  compensation                                                                     20,000          20,000
Cancellation of common
  stock to employee            (25,000)    (2,000)        (500)                                    (2,500)
Issuance of common stock
  to consultants                711,112    56,889      265,361                                    322,250
Issuance of warrants to
  consultants                                          172,900                                    172,900
Beneficial conversion feature
  of Debenture                                          62,500                                     62,500
Issuance of common stock for
  deferred offering costs       310,000    24,800                                                  24,800
Net loss                                                                       (1,617,365)     (1,617,365)
                             ----------  --------  -----------    ---------   -----------     -----------
Balance, December 31, 2004   10,011,237  $800,899  $11,594,244    $ (15,000) $(14,390,938)    $(2,010,795)
                             ==========  ========  ===========    =========   ===========     ===========
</TABLE>


          See accompanying notes to consolidated financial statements.

                                      -43-
<PAGE>


<TABLE>
<CAPTION>
          TIX CORPORATION (FORMERLY CINEMA RIDE, INC.) AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                     YEARS ENDED DECEMBER 31, 2004 AND 2003


                                                           2004         2003
                                                        ----------- -----------
<S>                                                     <C>         <C>
Cash flows from operating activities:
   Net loss                                             $(1,617,365) $(1,452,517)
   Adjustments to reconcile net loss to cash
      used in operating activities:
        Depreciation and amortization                        61,556        2,520
        Depreciation and amortization -
          discontinued operations  -                                     280,880
        Gain on sale of fixed assets                             -          (294)
        Cancellation of common stock issued
          for services                                       (2,500)     (18,600)
        Common stock and warrants issued for services       297,150      630,881
        Loss from closure of ride facilities -
          discontinued operations                                 -      207,372
        Forgiveness of debt - discontinued operations       (26,884)          -
        Equity in net income of terminated joint
          venture - Tickets2Nite                                -       (414,065)
        Amortization of prepaid accounting fee               48,566            -
        Amortization of deferred compensation                20,000            -
        Amortization of deferred loan costs                   9,900            -
        Changes in operating assets and liabilities:
         (Increase) decrease in:
           Prepaid expenses and other current assets        (23,315)     (15,619)
           Deposits and other assets                         (7,997)     (25,000)
           Assets related to discontinued operations             -        35,889
         Increase (decrease) in:
           Accounts payable and accrued expenses            580,705      338,152
           Liabilities related to discontinued operations   125,861      229,333
                                                          ---------    ---------
Net cash used in operating activities                      (534,323)    (201,068)
                                                          ---------    ---------
Cash flows from investing activities:
   Distributions and reimbursements from
     terminated joint venture - Tickets2Nite                457,179       16,930
   Dividends received from terminated
     joint venture - D&B                                          -       23,861
   Purchase of property and equipment                       (86,837)           -
   Proceeds from sale of fixed assets                             -          294
                                                          ---------    ---------
Net cash provided by investing activities                   370,342       41,085
                                                          ---------    ---------
</TABLE>



                                   (continued)

                                      -44-
<PAGE>

<TABLE>
<CAPTION>
          TIX CORPORATION (FORMERLY CINEMA RIDE, INC.) AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

                     YEARS ENDED DECEMBER 31, 2004 AND 2003


                                                            2004       2003
                                                         ---------   ---------
<S>                                                       <C>        <C>
Cash flows from financing activities:
   Proceeds from bank line of credit                             -     174,000
   Exercise of warrants                                     25,000           -
   Payments on notes payable                                (5,682)    (13,737)
   Payments on capital lease obligations                   (41,462)    (33,363)
   Sale of common stock and warrants                       200,000      47,500
   Repayment of line of credit                            (174,000)          -
   Loans from Chief Executive Officer                            -      15,000
   Net proceeds from debenture                             200,000           -
                                                         ---------   ---------
Net cash provided by financing activities                  203,856     189,400
                                                         ---------   ---------

Cash:
   Net increase                                             39,875      29,417
   Balance at beginning of year                             91,311      61,894
                                                         ---------   ---------
   Balance at end of year                                $ 131,186   $  91,311
                                                         =========   =========
</TABLE>



                                   (continued)

                                      -45-
<PAGE>

<TABLE>
<CAPTION>
          TIX CORPORATION (FORMERLY CINEMA RIDE, INC.) AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

                     YEARS ENDED DECEMBER 31, 2004 AND 2003


                                                            2004       2003
                                                         ---------   ---------
<S>                                                      <C>         <C>
Supplemental disclosures of cash flow information:
   Cash paid for:
     Income taxes                                        $   1,871   $   1,389
                                                         =========   =========
     Interest                                            $  42,268   $  25,108
                                                         =========   =========

Non-cash financing and investing activities:

                                                            2004        2003
                                                            ----        ----
      Common stock issued in settlement of loan
        payable to officer                               $   -       $  80,000
      Issuance of common stock to outside consultant in
        equity transaction                                   -             756
      Conversion of accounts payable to notes payable        -           7,913
      Acquisition of capital lease assets and related
        obligation                                          13,652           -
      Issuance of common stock for accounts payable         50,000           -
      Issuance of common stock to director for:
        Accounts payable                                    74,155           -
        Prepaid services                                    87,845           -
      Dividends received from joint venture -
        Tickets2Nite                                         -         132,890
      Investment in subsidiary with fixed assets
        and capital lease                                    -         132,890
      Common stock issued for deferred offering costs       24,800           -
      Payment of deferred offering cost with accounts
        payable                                              5,000           -
      Conversion of investment in Tickets2Nite to
        prepaid expense                                      5,000           -
      Conversion of accrued interest payable to note
        payable - Finova                                   240,197           -
      Issuance of warrants for loan fees                    36,000           -
      Beneficial conversion feature of Debenture            62,500           -
</TABLE>





          See accompanying notes to consolidated financial statements.


                                      -46-
<PAGE>

          TIX CORPORATION (FORMERLY CINEMA RIDE, INC.) AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2004 AND 2003


1. Organization and Basis of Presentation

     Business Activity:
      Tix Corporation (the "Company") was incorporated in Delaware in April 1993
      under the name Cinema Ride, Inc. The Company changed its name from Cinema
      Ride, Inc. to Tix Corporation effective March 3, 2005.

      Through December 31, 2003, the Company was in the ride simulator business.
      This line of business was discontinued effective December 31, 2003 (see
      "Ride Simulator Business" below).

      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 (see
      "Tickets2Nite, LLC" below).

      Effective January 1, 2004, the Company's sole business activity, through
      its newly-formed, wholly-owned subsidiary, Tix4Tonight, LLC, was the sale
      of tickets for Las Vegas shows at 50% of the original box office price, on
      the same day of the performance, from ticket booths located on the Las
      Vegas Strip (see `Tix4Tonight, LLC" below).

      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 (see Note 3).
      The Company operated a ride facility located in Las Vegas, Nevada (the
      "Las Vegas Facility"), which commenced operations in October 1994 and was
      located in the Forum Shops at 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. The Las Vegas ride facility
      provided approximately 94% of the Company's consolidated revenues in 2003,
      and was the Company's primary source of operating cash flow in 2003.

      The Las Vegas Facility and the West Edmonton Mall Facility were closed on
      or about December 31, 2003, thus terminating this line of business. Three
      other ride facilities were previously closed between January 1998 and June
      2002. This line of business is presented as a discontinued operation in
      the Company's consolidated financial statements for the year ended
      December 31, 2003. A summary of the results of operations of the ride
      simulator business for the year ended December 31, 2003 is provided at
      Note 3. As described at Note 13, the Company is currently in litigation
      with the Forum Shops with respect to its former Las Vegas ride facility
      lease.

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

      On December 24, 2002, the Company filed a lawsuit against Entasis and
      Kolker in the Clark County, Nevada District Court (the "Court"). Trial
      with respect to the Company's lawsuit against Entasis and Kolker was held
      on May 7 through 9, 2003. On October 1, 2003, the Court rendered its
      Decision and Order with respect to the parties' ownership rights and
      management rights and obligations with respect to Tickets2Nite, LLC. The
      Court found that the Tickets2Nite, LLC Operating Agreement was valid,
      clear and unambiguous; that although Entasis and Kolker asserted many
      defenses to the validity of the Operating Agreement, they were without
      merit; and that Entasis and Kolker breached the Operating Agreement by not


                                      -47-
<PAGE>

      funding his portion of the capital contribution. Furthermore, with regard
      to Entasis and Kolker's counterclaims, the Court found for the Company on
      all counts.

      The Court ruled that the parties were unable to operate the business
      together pursuant to the Operating Agreement, and therefore ordered that
      Tickets2Nite, LLC be dissolved. The Court appointed an independent third
      party to assist in the dissolution of Tickets2Nite, LLC. Accordingly, the
      business operations of Tickets2Nite, LLC were terminated effective
      December 31, 2003.

      As of December 31, 2003, the Company's net investment in Tickets2Nite, LLC
      was $462,179. During the year ended December 31, 2004, as a result of the
      dissolution of Tickets2Nite, LLC, the Company received cash distributions
      of $457,179 and the return of $5,000 deposit, which completed the
      dissolution of Tickets2Nite, LLC and the disposition of the Company's
      investment in such entity.

      The Company accounted for its investment in Tickets2Nite, LLC under the
      equity method of accounting, since it did not have majority voting
      control. Financial information with respect to the Company's investment in
      Tickets2Nite, LLC, including the results of operations and financial
      position of Tickets2Nite, LLC as of and for the year ended December 31,
      2003, is provided at Note 4.

      Tix4Tonight, LLC: The performance of Tickets2Nite, LLC during 2003
      successfully validated the business model and the Company's efforts to
      develop and operate this business. As a result of the court-ordered
      dissolution of Tickets2Nite, LLC, the Company commenced the operation of
      an identical business on January 1, 2004 at a different location and under
      a different name on the Las Vegas Strip through the formation of a
      wholly-owned Nevada limited liability company, Tix4Tonight, LLC, which was
      organized in December 2003. The Company owns 100% of the Tix4Tonight
      business, which was the Company's only source of operating revenues in
      2004. The Company's former partner in Tickets2Nite, LLC operates a similar
      business in Las Vegas that competes with Tix4Tonight, LLC.

      Most of the assets developed by the Company for the Tickets2Nite business
      were distributed to the Company's Tix4Tonight business, including all
      management staff, software and technology, computers and server systems,
      and other fixed assets.

      The Company conducts the operations of Tix4Tonight at three locations on
      the Las Vegas Strip: South Strip 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); and North Strip across from
      the Stardust Hotel and Casino. A new South Strip location is planned for
      the Hawaiian Marketplace Shopping Center after its redevelopment is
      completed in 2005. In addition, during August 2004, the Company relocated
      the administrative offices of Tix4Tonight to a new facility in Las Vegas.

     Revenue Recognition and Presentation:
      The Company's Las Vegas half-price show ticketing business recognizes as
      revenue the commissions and related transaction fees from the sale of show
      tickets for various Las Vegas shows at the time that the tickets are sold.
      Revenues do not include the amounts for which the show tickets are sold.
      The Company does not have accounts receivable associated with its sales
      transactions, as payment is collected at the time of sale.

     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 $1,617,365 and negative cash flow
      from operations of $534,323 during the year ended December 31, 2004, and
      had a working capital deficiency of $1,265,185 and a stockholders'
      deficiency of $2,010,795 at December 31, 2004. 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.

                                      -48-
<PAGE>

      The Company will require additional capital to fund operating and debt
      service requirements and to expand the operations of Tix4Tonight, and the
      Company has been exploring various alternatives to raise this required
      capital, as described at Note 8. 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.

     Consolidation:
      Intercompany transactions and balances are eliminated in consolidation.

     Property and Equipment:
      Property and equipment are stated at cost. Depreciation is provided at the
      time property and equipment is placed in service using the straight-line
      method over the estimated useful lives of the assets, which range from
      four to five years.

     Income Taxes:
      The Company provides for income taxes in accordance with Statement of
      Financial Accounting Standards No. 109, "Accounting for Income Taxes".
      Deferred income taxes are provided on the difference in earnings
      determined for tax and financial reporting purposes and result primarily
      from differences in methods used to amortize production costs.

     Fair Value of Financial Instruments:
      The carrying amounts of financial instruments, including cash, accounts
      payable and accrued liabilities, and short-term loans approximate fair
      value because of their short maturity. The carrying amounts of notes
      payable, capital lease obligations and debenture payable (including the
      discount) approximate fair value because the related effective interest
      rates on these instruments approximate the rates currently available to
      the Company.

     Concentrations:
      The Company's cash balances on deposit with banks are guaranteed up to
      $100,000 by the Federal Deposit Insurance Corporation (the "FDIC"). The
      Company may periodically be exposed to risk for the amount of funds held
      in one bank in excess of the insurance limit. In order to control the
      risk, the Company's policy is to maintain cash balances with high quality
      financial institutions. The Company had cash balances with a bank in
      excess of the $100,000 insurance limit during the year ended December 31,
      2004.

     Foreign Currency Translation:
      The United States dollar is the functional currency of the subsidiary
      which operated the West Edmonton Mall Facility through December 31, 2003.
      Assets and liabilities of the subsidiary denominated in Canadian dollars,
      as well as transactions denominated in Canadian dollars during the year
      ended December 31, 2003, have been remeasured as if the functional
      currency was the United States dollar. The remeasurement of Canadian
      dollars into United States dollars created a translation loss that is
      included in discontinued operations in the consolidated statements of
      operations for the year ended December 31, 2003 of $(113).

     Stock-Based Compensation:
      Statement of Financial Accounting Standards No. 123, "Accounting for
      Stock-Based Compensation" ("SFAS 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 123 also encouraged, but does not require
      companies to record compensation cost stock-based employee compensation.
      SFAS 123 was amended by Statement of Financial Accounting Standards No.
      148, "Accounting for Stock-Based Compensation - Transition and
      Disclosure", which requires companies to disclose in interim financial
      statements the pro forma effect on net income (loss) and net income (loss)
      per common share of the estimated fair market value of stock options or
      warrants issued to employees. The Company has chosen to continue to
      account for stock-based compensation utilizing the intrinsic value method
      prescribed in Accounting Principles Board Opinion No. 25, "Accounting for
      Stock Issued to Employees", with pro forma disclosures of net income
      (loss) as if the fair value method had been applied. Accordingly,
      compensation cost for stock options is 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.

                                      -49-
<PAGE>

      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 consolidated financial statements. Had
      compensation cost for stock-based compensation been determined based on
      the fair value at the grant dates consistent with the method prescribed by
      SFAS 123, the Company's net loss and net loss per share for the years
      ended December 31, 2004 and 2003 would have been as follows:

<TABLE>
                              Years Ended December 31,
                              ------------------------
                              2004                2003
                              ----                ----

<S>                           <C>                     <C>
        Net loss:
                  As reported $(1,617,365)            $(1,452,517)
                  Pro forma   $(1,617,365)            $(1,507,205)

        Net loss per share:
                  As reported $(0.17)                 $(0.23)
                  Pro forma   $(0.17)                 $(0.24)
</TABLE>

      The fair value of options granted are estimated on the date of grant
      utilizing the Black-Scholes option-pricing model with the following
      weighted-average assumptions: expected life of 5 years; expected
      volatility of 256%; risk-free interest rate of 6.1%; and a 0% dividend
      yield. There were no options issued to officers, directors or employees in
      2003 or 2004.

     Loss per Share:
      Statement of Financial Accounting Standards No. 128, "Earnings per Share",
      requires presentation of basic earnings per share ("Basic EPS") and
      diluted earnings per share ("Diluted EPS"). Basic earnings (loss) per
      share is computed by dividing earnings (loss) available to common
      stockholders by the weighted average number of common shares outstanding
      during the period. Diluted earnings per share gives effect to all dilutive
      potential common shares outstanding during the period. These potentially
      dilutive securities were not included in the calculation of loss per share
      for the years ended December 31, 2004 and 2003 because the Company
      incurred a loss during such periods and thus their effect would have been
      anti-dilutive. Accordingly, basic and diluted loss per share is the same
      for the years ended December 31, 2004 and 2003. At December 31, 2004 and
      2003, potentially dilutive securities consisted of outstanding common
      stock purchase warrants and stock options to acquire 5,880,884 shares and
      5,583,384 shares, respectively.

     Comprehensive Income (Loss):
      The Company has adopted the provisions of Statement of Financial
      Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS
      130"). SFAS 130 established standards for the reporting and display of
      comprehensive income, its components and accumulated balances in a full
      set of general purpose financial statements. SFAS 130 defines
      comprehensive income (loss) to include all changes in equity except those
      resulting from investments by owners and distributions to owners,
      including adjustments to minimum pension liabilities, accumulated foreign
      currency translation, and unrealized gains or losses on marketable
      securities. The Company did not have items of comprehensive income (loss)
      for the years ended December 31, 2003 and 2004.

     Seasonality of Business:
      Because of the seasonal nature of tourism in Las Vegas, attendance
      patterns at Las Vegas shows may vary accordingly. The nature and degree of
      this seasonality varies among Las Vegas shows depending on the time of
      year, as well as the nature of entertainment alternatives available to
      audiences. The Company expects that tourist traffic in Las Vegas will be
      the highest in June through August (the height of the tourist season) and
      lowest during January and February.

     Accounting Estimates:
      The preparation of financial statements in conformity with accounting
      principles generally accepted in the United States of America requires
      management to make estimates and assumptions that affect the reported
      amounts of assets and liabilities and disclosure of contingent assets and
      liabilities at the date of the financial statements and the reported


                                      -50-
<PAGE>

      amounts of revenues and expenses during the reporting period. Actual
      results could differ from those estimates.

     Advertising Costs:
      Advertising costs are charged to operations at the time the costs are
      incurred. During the years ended December 31, 2004 and 2003, advertising
      costs charged to continuing operations were $336,996 and $0, respectively,
      and advertising costs charged to discontinued operations were $3,560 and
      $24,096, respectively.

     Impairment of Long-Lived Assets:
      Statement of Financial Accounting Standards No. 144, "Accounting for the
      Impairment or Disposal of Long-Lived Assets" ("SFAS 144") established
      guidelines regarding when impairment losses on long-lived assets, which
      include property and equipment should be recognized and how impairment
      losses should be measured. SFAS 144 also provided a single accounting
      model for long-lived assets to be disposed of and significantly changed
      the criteria that would have to be met to classify an asset as
      held-for-sale. The Company periodically reviews such assets for possible
      impairment and expected losses, if any, are recorded in the period when
      such impairment is determined.

     Deferred Offering Costs:
      The Company defers costs incurred related to the future issuance of common
      stock until such time as the stock is issued, or the stock offering is
      abandoned by the Company. These costs include legal fees and placement
      fees paid to underwriters or investment bankers related to the future
      issuance of common stock. Deferred offering costs of $29,800 have been
      included in the consolidated balance sheet at December 31, 2004 in
      connection with the Standby Equity Distribution Agreement entered into on
      December 7, 2004. The related offering is expected to commence during
      2005.

     Debt Issuance Costs:
      Direct costs incurred for the issuance of debt are capitalized and
      amortized using the effective interest method over the term of the
      respective debt. In the event that the debt is retired prior to the
      maturity date, debt issuance costs will be expensed in the period that the
      debt is retired. The amortization of debt issuance costs is included in
      interest expense in the consolidated statements of operations.
      Amortization expense related to debt issuance costs for the year ended
      December 31, 2004 was $5,733.

     Reclassifications:
      Certain reclassifications of the 2003 amounts have been made to conform to
      the 2004 presentation.

2. Recent Accounting Pronouncements

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

      In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share
      Based Payment" ("SFAS 123R"), a revision to SFAS No. 123, "Accounting for
      Stock-Based Compensation". SFAS 123R supercedes Accounting Principles
      Board Opinion No. 25, "Accounting for Stock Issued to Employees", and
      amends SFAS No. 95, "Statement of Cash Flows". SFAS 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. The cost
      will be recognized as compensation expense over the vesting period of the
      awards. The Company is required to adopt SFAS 123R no later than the
      beginning of the third quarter of 2005. Under this method, the Company


                                      -51-
<PAGE>

      will begin recognizing compensation cost for equity-based compensation for
      all new or modified grants after the date of adoption. In addition, the
      Company will recognize the unvested portion of the grant date fair value
      of awards issued prior to adoption based on the fair values previously
      calculated for disclosure purposes over the remaining vesting period of
      the outstanding options and warrants. The Company is currently evaluating
      the potential effect that the adoption of SFAS 123R will have on the
      Company's financial statement presentation and disclosures.

      In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
      Assets, an amendment to APB Opinion No. 29" ("SFAS 153"). SFAS 153 amends
      Accounting Principles Board Opinion No. 29, "Accounting for Nonmonetary
      Transactions", to require that exchanges of nonmonetary assets be measured
      and accounted for at fair value, rather than at carryover basis, of the
      assets exchanged. Nonmonetary exchanges that lack commercial substance are
      exempt from this requirement. SFAS 153 is effective for nonmonetary
      exchanges entered into in fiscal periods beginning after June 15, 2005.
      The Company does not routinely enter into nonmonetary exchanges.
      Accordingly, the Company does not expect that the adoption of SFAS 153
      will have a significant effect on the Company's financial statement
      presentation or disclosures.

3. Discontinued Operations

      Ride Simulator Business: The Company terminated its ride simulator
      business effective December 31, 2003 (see Note 1). The results of
      operations of the ride simulator business for the year ended December 31,
      2003 is presented below.

<TABLE>
<S>                                                                <C>
        Ticket revenues                                            $1,755,537
                                                                    ---------

        Direct costs of revenues                                    1,018,012
        Selling and marketing expenses                                 29,029
        General and administrative expenses                           189,206
        Depreciation and amortization                                 280,880
                                                                    ---------

        Total costs and expenses                                    1,517,127
                                                                    ---------

        Income from discontinued operations                           238,410
        Other income                                                      294
                                                                    ---------

        Net income from discontinued operations                    $  238,704
                                                                    =========
</TABLE>

      During 2004, the Company settled a note payable related to its
      discontinued operations and as a result recorded forgiveness of debt of
      $26,884, which was reflected as income from discontinued operations in the
      statement of operations for the year ended December 31, 2004 (see Note 7).

      During the year ended December 31, 2003, the Company incurred $299,917 of
      costs related to the closure of its remaining two ride facilities in Las
      Vegas, Nevada and Edmonton, Alberta, Canada, which were closed on or about
      December 31, 2003. The Company is currently engaged in litigation with the
      former landlord of the Las Vegas ride facility (see Note 13).

      Dave & Busters, Inc.: On May 29, 1998, the Company entered into a
      three-year joint venture operating agreement with Dave & Buster's, Inc. to
      install a ride simulator at the Dave & Buster's, Inc. facility in Atlanta,
      Georgia. Although the joint venture agreement was not formally extended
      subsequent to its expiration, the operations of the joint venture
      continued on a month-to-month basis until February 15, 2003, when the
      joint venture ceased operations and was formally terminated. The Company
      recorded a loss with respect to the closure of this facility of $246,122
      at December 31, 2002 as a result of the impairment of the value of the
      fixed assets. During 2003, the Company recorded an additional loss of
      $19,418 with respect to the closure of this facility, which has been
      included in the loss from closure of discontinued operations in the
      consolidated statement of operations for the year ended December 31, 2003.

                                      -52-
<PAGE>

      Accordingly, the aggregate costs related to the closure of discontinued
      operations in 2003 were $319,335. The Company also incurred additional
      costs related to the closure of discontinued operations in 2004 of
      $291,184.

4. Investment in Tickets2Nite, LLC

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

      A leading beverage company had entered into a marketing sponsorship
      agreement with Tickets2Nite, LLC beginning July 1, 2002 and ending June
      30, 2007. As part of the marketing sponsorship agreement, Tickets2Nite,
      LLC granted the beverage company warrants (having a fair value of
      $250,000) to purchase a 5% ownership interest in Tickets2Nite, LLC,
      exercisable for a period of five years at 25% of the fair market value of
      such 5% ownership interest at the time the warrant was exercised, as
      determined by a mutually acceptable investment banking firm. The fair
      value of the warrants was being amortized over the five year term of the
      marketing sponsorship agreement.

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

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

      The Court ruled that the parties were unable to operate the business
      together pursuant to the Operating Agreement, and therefore ordered that
      Tickets2Nite, LLC be dissolved. The Court appointed an independent third
      party to assist in the dissolution of Tickets2Nite, LLC. Accordingly, the
      business operations of Tickets2Nite, LLC were terminated effective
      December 31, 2003.

      As of December 31, 2003, the Company's net investment in Tickets2Nite, LLC
      was $462,179. During the year ended December 31, 2004, as a result of the
      dissolution of Tickets2Nite, LLC, the Company received cash distributions
      of $457,179 and the return of a $5,000 deposit, which completed the
      dissolution of Tickets2Nite, LLC and the disposition of the Company's
      investment in such entity.

      Most of the assets developed by the Company for the Tickets2Nite business
      were distributed to the Company's Las Vegas show ticketing business,
      Tix4Tonight (see Note 1), including all management staff, software and
      technology, computers and server systems, and other fixed assets with an
      aggregate net book value, net of related liabilities, of $120,999.

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

      As a result of the dissolution of Tickets2Nite, LLC, the sub-lease
      agreement and marketing sponsorship agreement with the beverage company
      did not continue. Accordingly, deferred marketing costs of $175,000 were
      considered impaired and charged to operations by Tickets2Nite, LLC at
      December 31, 2003.

                                      -53-
<PAGE>

      The Company accounted for its investment in Tickets2Nite, LLC under the
      equity method of accounting, since it did not have majority voting
      control. The Company recorded $240,060 as its proportionate share of net
      income from Tickets2Nite, LLC for the year ended December 31, 2003. Based
      on the court-ordered dissolution of Tickets2Nite, LLC, the Company also
      recorded a gain of $174,005 from the dissolution of Tickets2Nite, LLC at
      December 31, 2003, which was based on the Company's proportionate share of
      capital invested in Tickets2Nite, LLC. Accordingly, the Company's
      aggregate equity in net income of joint venture for the year ended
      December 31, 2003 was $414,065. The Company did not receive any
      distributions from Tickets2Nite, LLC in 2003.

      Condensed financial information with respect to Tickets2Nite, LLC is
      presented below.


<TABLE>
<CAPTION>
                                    TICKETS2NITE, LLC
                                      BALANCE SHEET
                                    DECEMBER 31, 2003


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

          Current liabilities                                 $    6,726
          Members' equity                                        702,402
                                                               ---------
            Total liabilities and equity                      $  709,128
                                                               =========
</TABLE>


<TABLE>
<CAPTION>
                                    TICKETS2NITE, LLC
                                 STATEMENT OF OPERATIONS
                               YEAR ENDED DECEMBER 31, 2003


<S>                                                            <C>
        Ticket commissions                                    $1,281,469
                                                               ---------

        Selling and marketing                                    346,188
        General and administrative                               203,489
        Depreciation and amortization                             61,680
        Write off of deferred marketing costs                    175,000
                                                               ---------
        Total costs and expenses                                 786,357
                                                               ---------

        Income from operations                                   495,112
        Interest expense                                         (14,992)
                                                               ---------

        Net income                                            $  480,120
                                                               =========
</TABLE>


5. Bank Line of Credit

      During 2003, the Company established a line of credit with a bank for
      $174,000, with interest payable monthly at the bank's prime rate plus 1%.
      The line was secured by the Company's assets and was scheduled to mature
      on December 15, 2004. The line of credit was repaid in January 2004 and
      was not renewed.

6. Obligations under Capital Leases

                                      -54-
<PAGE>

      The Company has entered into several capital leases for equipment with
      monthly payments ranging from $95 to $2,506 per month, including interest
      at rates ranging from 9.0% to 20.3% per annum. At December 31, 2004, the
      monthly payments under these leases aggregated $6,135. The leases expire
      at various dates through 2007. At December 31, 2004, property and
      equipment included assets under capital leases of $155,581, less
      accumulated amortization of $40,914.

      Minimum future payments under capital leases for equipment are as follows:

<TABLE>
        Years Ending December 31,:
        -------------------------
<S>       <C>                                                   <C>
          2005                                                  $ 68,297
          2006                                                    43,935
          2007                                                    11,071
                                                                --------
                                                                 123,303
          Amount representing interest                           (16,366)
          Present value of minimum lease payments                106,937
          Less current portion relating to continuing
            operations                                           (50,473)
          Less current portion related to discontinued
            operations                                            (5,947)
                                                                --------
          Non-current portion                                   $ 50,517
                                                                ========
</TABLE>

7. Notes Payable

     Notes payable consisted of the following at December 31, 2004 and 2003:

<TABLE>
                                                       2004       2003
                                                       ----       ----
<S>                                                <C>        <C>
        Note payable, Finova                       $      -   $716,242
        Note payable, Finova
          (as modified October 29, 2004)
           - Discounted Amount                      169,318          -
           - Remaining Indebtedness                 781,439          -
        Equipment note payable                            -     36,884
                                                   --------   --------

                                                    950,757    753,126
        Less current portion                         23,954    716,242
        Less current portion related to
          discontinued operations                         -     36,884
                                                   --------    -------

        Non-current portion                        $926,803   $      -
                                                   ========   ========
</TABLE>


   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.

      Required monthly payments on this loan were in default at December 31,
      2003. As a result, the principal balance of this loan of $716,242 at
      December 31, 2003 was classified as a current liability in the


                                      -55-
<PAGE>

      consolidated financial statements at such date. Accrued interest payable
      on this loan was $126,375 at December 31, 2003 and $240,197 at September
      30, 2004. Accordingly, the aggregate obligation to the lender at September
      30, 2004 was $956,439.

      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 of $956,439 at September 30, 2004 as
      follows: (i) $175,000 of the $956,439 (the "Discounted Amount"), shall 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, shall be fully due and
      payable; and (iii) the $175,000 and any unpaid accrued interest may be
      paid by the Company at any time prior to December 1, 2006. The remaining
      indebtedness in excess of the $175,000 in the amount of $781,439 (the
      "Remaining Indebtedness") shall continue to bear interest at 16.64% per
      annum, but shall 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 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 December
      31, 2004, 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.

   Equipment Note Payable:
      On July 18, 2001, the Company entered into an agreement with a sign
      manufacturer to purchase a sign that had been used in the Company's Las
      Vegas ride facility, which had been previously recorded as a capital lease
      obligation. The note was collateralized by the sign, bore an annual
      interest rate of 15% per annum, required monthly payments of $2,466, and
      was due and payable in June 2004. The Company defaulted on its payment
      obligations with respect to this note and subsequently negotiated a
      settlement of the note. As a result, in 2004 the Company paid the sign
      manufacturer $10,000 and the remaining balance on the note of $26,884 was
      forgiven and is reflected as income from discontinued operations in the
      statement of operations for the year ended December 31, 2004.

8. Debentures Payable and Standby Equity Distribution Agreement

      On December 7, 2004, the Company closed a financing transaction in which
      it sold 5% convertible debentures (the "Debentures") to Advantage
      Development Capital Corp. ("Advantage"). The Company issued a Debenture
      with a face value of $250,000 upon closing and received net proceeds of
      $200,000. The Company issued another Debenture for $280,000 on January 3,
      2005 and received net proceeds of $230,000. The Debentures mature on March
      7, 2006. Interest is due at the maturity date. The Debentures are
      convertible from time to time after nine months from the date of closing
      into the Company's common stock by Advantage at the 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. The
      Company granted Advantage a security interest in certain of its assets.
      Advantage also received 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. The Debenture is convertible into equity
      based on its face amount, which results in a beneficial conversion feature
      with a fair value of $62,500. The aggregate value of the warrant of
      $36,000, the value of the beneficial conversion feature of $62,500, and
      the related financing costs of $50,000 paid by the Company to the lender
      were recorded as a discount to the $250,000 face value of the Debenture,
      and are being charged to operations as interest expense over the 15 month
      term of the Debenture. As a result of the foregoing, the Debenture was
      initially recorded at a net value of $101,500, prior to the amortization
      of $9,900 of such deferred costs during December 2004. Accordingly, the


                                      -56-
<PAGE>

      adjusted carrying value of the Debenture at December 31, 2004 was
      $111,400.

      Additionally, on December 7, 2004, the Company entered into a financing
      transaction with Cornell Capital Partners, LP ("Cornell") under which
      Cornell 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 control the timing and the 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. Funding of
      the $10,000,000 will commence at the Company's election after certain
      conditions are satisfied, including the Securities and Exchange Commission
      declaring effective a registration statement covering the shares of common
      stock to be purchased by Cornell. Cornell received 290,000 shares of the
      Company's common stock as a commitment fee and will receive 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 310,000 shares of common stock issued to Cornell and Newbridge were
      recorded at par value of $0.08 per share (aggregate amount $24,800) and
      included in deferred offering costs in the consolidated balance sheet at
      December 31, 2004.

9. Related Party Transactions

      During the year ended December 31, 2002, the Company's Chief Executive
      Officer made short-term advances to the Company aggregating $65,000 for
      working capital purposes. During the year ended December 31, 2003, the
      Company's Chief Executive Officer made additional advances to the Company
      of $15,000. Such advances were unsecured, interest-free and due on demand.
      On October 10, 2003, such advances aggregating $80,000 were repaid by the
      Company issuing 800,000 shares of common stock (see Note 11). In addition,
      on October 10, 2003, the Company issued its Chief Executive Officer
      600,000 shares of common stock in exchange for accrued but unpaid
      compensation of $60,000 (see Note 11). The effective price of $0.10 per
      share was in excess of the fair market value of $0.01 per share on October
      10, 2003.

      On November 26, 2003, the Company issued 500,000 shares of common stock to
      its Chief Executive Officer as a bonus for the successful creation and
      implementation of the discount ticket business. The fair market value of
      the 500,000 shares was $50,000, which was charged to operations as general
      and administrative expense.

      On March 13, 2001, the Company granted to its Chief Executive Officer an
      option to purchase an aggregate of 800,000 shares of common stock expiring
      on the earlier to occur of three years form the date of vesting or March
      13, 2006. The stock option was exercisable in four equal increments at
      prices ranging from $0.38 per share to $2.00 per share, which was not less
      than fair market value of the Company's common stock on the date of grant.
      The stock option was to vest based on the attainment of certain milestones
      by the Company, including raising new equity capital and reaching certain
      levels of earnings before interest, taxes, depreciation and amortization,
      none of which was reached. This stock option was terminated effective
      November 26, 2003.

      Benjamin Frankel, a director of the Company, is a partner in the
      accounting firm of Frankel, Lodgen, Lacher, Golditch, Sardi & Howard.
      During the years ended December 31, 2004 and 2003, the Company incurred
      fees to Frankel, Lodgen, Lacher, Golditch, Sardi & Howard of $73,899 and
      $91,015, respectively, for accounting and tax services. Certain of these
      fees were paid through the issuance of the Company's common stock as
      described at Note 11.

10.   Income Taxes

      The income tax effect of temporary differences between financial and tax
      reporting gives rise to the deferred income tax assets at December 31,
      2004 and 2003 as follows:

<TABLE>
                                                            2004       2003
                                                       ----------  -----------
<S>                                                    <C>          <C>
        Net operating loss carryforward                $3,767,000   $3,196,000
          Less valuation allowance                     (3,767,000)  (3,196,000)
                                                       ----------   ----------
                                                       $       -    $       -
                                                       ==========   ==========
</TABLE>

                                      -57-
<PAGE>

      The Company has provided a 100% valuation allowance as it cannot determine
      that it is more likely than not that it will realize the deferred tax
      assets. As of December 31, 2004, for Federal income tax purposes, the
      Company has approximately $11,079,000 in net operating loss carryforwards
      expiring through 2024. As of December 31, 2004, for state tax purposes,
      the Company has approximately $3,462,000 in net operating loss
      carryforwards expiring through 2014.

      Internal Revenue Code Section 382 substantially restricts the ability of a
      corporation to utilize existing net operating losses in the event of an
      "ownership change". The Company has determined that there will be
      significant limitations on the future utilization of its net operating
      loss carryforwards for Federal income tax purposes due to ownership
      changes.

      Reconciliation of the effective income tax rate to the United States
      statutory rate for the years ended December 31, 2004 and 2003 is as
      follows:

<TABLE>
                                                 2004           2003
                                              -----------    -----------
<S>                                            <C>            <C>
          Tax expense at the U.S. statutory
            income tax rate                    (34.0) %       (34.0) %
          Increase in the valuation allowance   34.0           34.0
                                              -----------    -----------
          Effective income tax rate                -  %           -  %
                                              ===========    ===========
</TABLE>

11.   Capital 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, Inc., which
      provided for the payment of monthly compensation, either in the form of a
      payment of $10,000 or the issuance of 25,000 shares of common stock.
      During the year ended 31, 2003, the Company issued 200,000 shares of
      common stock to such firm with a fair market value of $84,000, which was
      charged to operations as general and administrative expense. During the
      year ended December 31, 2004, the Company issued 300,000 shares of common
      stock to such firm with a fair market value of $110,250, which was charged
      to operations as general and administrative expense. The Company also paid
      $30,000 to such firm during the year ended December 31, 2003.

      Effective as of July 1, 2002, the consulting arrangement was amended to
      provide for the Company to issue to such firm the following common stock
      purchase warrants: warrants to purchase an aggregate of 300,000 shares of
      common stock vesting on July 1, 2002, exercisable for a period of five
      years from such date in equal installments of 100,000 shares of $0.25,
      $0.50 and $1.00 per share; warrants to purchase an aggregate of 300,000
      shares of common stock vesting on January 1, 2003, exercisable for a
      period of five years from such date in equal installments of 100,000
      shares at $1.50, $2.00 and $2.50 per share; and warrants to purchase an
      aggregate of 300,000 shares of common stock vesting on July 1, 2003,
      exercisable for a period of five years from such date in equal
      installments of 100,000 shares at $3.00, $3.50 and $4.00 per shares. The
      aggregate fair value of such warrants was calculated pursuant to the
      Black-Scholes option-pricing model as $496,000 and was credited to
      additional paid-in capital and charged to defer compensation in the
      stockholder's deficiency section of the consolidated balance sheet. This
      amount was charged to operations as general and administrative expense
      over the 18 month period beginning July 1, 2002 and ending December 31,
      2003. Accordingly, for the year ended December 31, 2003, $330,667 was
      charged to operations as general and administrative with respect to such
      warrants.

      Effective as of July 1, 2002, the consulting arrangement was amended to
      provide for the Company to pay a finder's fee to such firm with respect to
      the private placement of its equity securities by issuing shares of common
      stock equivalent to 3% of the total equity capital raised, calculated at
      $0.50 per share. During the year ended December 31, 2003, the Company
      issued 2,850 shares of common stock to such firm, which were recorded at
      par value at $0.08 per share (aggregate amount $228) and charged to
      additional paid-in capital.

                                      -58-
<PAGE>

      During the year ended December 31, 2003, the Company also issued 15,400
      shares of common stock to such firm as a reimbursement for expenses. The
      aggregate fair market value of such shares of $7,700 was charged to
      operations as general and administrative expense.

      On April 22, 2004, such firm exercised warrants to purchase 100,000 shares
      of common stock at $0.25 per share for gross proceeds of $25,000.

     Other Equity-based Transactions during the Year Ended December 31, 2004:
      On March 29, 2004, the Company issued 300,000 shares of common stock under
      the 2003 Consultant Stock Plan to Benjamin Frankel, a director of the
      Company and a partner in the accounting firm of Frankel, Lodgen, Lacher,
      Golditch, Sardi & Howard, for accounting and tax services. The aggregate
      fair market value of such shares on the date of issuance was $162,000
      ($0.54 per share), of which $74,155 was applied to reduce the Company's
      accounts payable balance to such firm and $87,845 was classified as
      prepaid accounting fee to related party. As of December 31, 2004, the
      remaining balance of prepaid accounting fee to related party was $39,279.

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

      During the year ended December 31, 2004, the Company sold 400,000 shares
      of its common stock to accredited investors in a private placement at
      $0.50 per share, generating proceeds of $200,000.

      During the year ended December 31, 2004, 25,000 shares of common stock
      previously issued to an employee with a fair market value of $2,500 were
      returned to the Company and cancelled. Such shares were credited to
      operations as general and administrative expense.

      During the year ended December 31, 2004, the Company issued warrants to
      four unaffiliated individuals for services rendered to purchase 210,000
      shares of common stock exercisable for a period of three years at $0.25
      per share (50,000 shares), $0.30 per share (100,000 shares) and $0.50 per
      share (60,000 shares). The aggregate fair value of the warrants was
      calculated pursuant to the Black-Scholes option-pricing model as $92,400,
      and was charged to operations as general and administrative expense.

      Pursuant to a Joint Written Consent of the Board of Directors and Majority
      Stockholders of the Company dated September 22, 2004, a resolution was
      approved to adopt a 2004 Stock Option Plan and a 2004 Directors Stock
      Option Plan, pursuant to which the Company reserved for future issuance
      960,000 shares and 240,000 shares of its authorized but unissued common
      stock, respectively, and to increase the Company's authorized common
      shares from 20,000,000 shares to 100,000,000 shares. The approval of the
      2004 Stock Option Plan and the 2004 Directors Stock Option Plan and the
      increase in the authorized common shares became effective March 3, 2005.

      During December 2004, the Company issued 310,000 shares of common stock
      and a warrant to purchase 100,000 shares of common stock exercisable at
      $0.25 per share through November 4, 2007 as described at Note 8.

     Other Equity-Based Transactions during the Year Ended December 31, 2003:
      During the year ended December 31, 2003, the Company sold 190,000 units of
      its securities to accredited investors in a private placement at $0.25 per
      unit, generating proceeds of $47,500. Each unit consisted of one share of
      common stock and one common stock purchase warrant. The warrants are
      exercisable at $0.50 per share for a period of 30 months from the date of
      issuance. Based on various factors, including the exercise price and terms
      of the warrant and the trading range and volume of the Company's common
      stock, the Company determined the value of the warrants was nominal and
      therefore did not allocate any portion of the $0.25 unit sale price to the
      warrants.

                                      -59-
<PAGE>

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

      During the year ended December 31, 2003, the Company issued 20,000 shares
      of common stock to its insurance agent for services rendered with an
      aggregate value of $10,200, which was charged to operations as general and
      administrative expense.

      On January 27, 2003, the Company issued 30,000 shares of common stock to
      two consultants for consulting services rendered with respect to the
      Company's new Las Vegas business venture. The aggregate value of such
      securities was $16,500, which was charged to operations during the year
      ended December 31, 2003.

      On February 24, 2003, the Company issued 16,600 shares of common stock to
      two consultants for capital raising services, which were recorded at par
      value at $0.08 per share (aggregate amount $1,328) and charged to
      additional paid-in capital.

      On May 28, 2003, the Company issued 10,000 shares of common stock to its
      legal counsel for legal services with an aggregate value of $5,000, which
      was charged to operations as general and administrative expense.

      On July 9, 2003, the Company issued 90,000 shares of common stock to
      certain of its employees (including 50,000 shares to the Company's Vice
      President of Operations) for services rendered with an aggregate value of
      $11,700, which was charged to operations as general and administrative
      expense.

      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 consolidated balance sheet. This
      amount is being 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 years ended December 31, 2004 and
      2003, $20,000 and $5,000, respectively, were charged to operations as
      general and administrative with respect to such warrant.

      On November 26, 2003, the Company issued 200,000 shares to certain
      employees (including 100,000 shares to the Company's Vice President of
      Operations) for services rendered with an aggregate value of $20,000,
      which was charged to operations as general and administrative expense.

      On November 26, 2003, the Company issued 100,000 shares of common stock to
      each of its two non-employee directors for services rendered. The
      aggregate fair market value of the 200,000 shares was $20,000, which was
      charged to operations as general and administrative expense.

      On November 26, 2003, the Company issued 50,000 shares of common stock to
      a consultant for services rendered with a fair market value of $5,000,
      which was charged to operations as general and administrative expense.

      During the year ended December 31, 2003, the Company issued 9,500 shares
      of common stock to its Chief Executive Officer with an aggregate fair
      market value of $5,115, which was charged to operations as general and
      administrative expense. The shares were issued pursuant to a bonus
      provision of such officer's employment agreement, which provides for the
      issuance of 5% of the shares issued in a private placement.

      On October 10, 2003, the Company issued 1,400,000 shares of common stock
      to its Chief Executive Officer as repayment of obligations aggregating
      $140,000 to the Company's Chief Executive Officer, consisting of advances


                                      -60-
<PAGE>

      of $80,000 and accrued compensation of $60,000, equivalent to $0.10 per
      share. The effective price of $0.10 per share was in excess of the fair
      market value of $0.01 per share on October 10, 2003.

      On November 26, 2003, the Company issued 500,000 shares of common stock to
      its Chief Executive Officer as a bonus for the successful creation and
      implementation of the discount ticket business. The fair market value of
      the 500,000 shares was $50,000, which was charged to operations as general
      and administrative expense.

      During the year ended December 31, 2003, 30,000 shares of common stock
      previously issued to an outside consultant with a fair market value of
      $18,600 were returned to the Company and cancelled. Such shares were
      credited to operations as general and administrative expense.

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

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

      On March 3, 2004, the Company filed with the Securities and Exchange
      Commission a registration statement on Form S-8 for the purpose of
      registering 1,600,000 common shares issuable under the 2003 Consultant
      Stock Plan under the Securities Act of 1933. During 2004, the Company
      issued a total of 411,112 shares of common stock and a warrant to purchase
      100,000 shares of common stock under the 2003 Consultant Stock Plan, as
      described above.

      A summary of warrant activity for the years ended December 31, 2003 and
      2004 is as follows:

<TABLE>
                                                                   Weighted
                                                      Number       average
                                                       of          exercise
                                                     warrants       price
                                                     --------       -----

<S>                                                 <C>             <C>
        Balance outstanding, January 1, 2003        4,196,009       $0.77

            Warrants granted                          841,500        0.31
            Warrants exercised                             --          --
            Warrants expired                           (3,125)       2.24
                                                    ---------
        Balance outstanding, December 31, 2003      5,034,384        0.69

            Warrants granted                          410,000        0.42
            Warrants exercised                       (100,000)       0.25
            Warrants expired                          (12,500)       1.00
                                                    ---------
        Balance outstanding, December 31, 2004      5,331,884       $0.68
                                                    =========        ====
</TABLE>

                                      -61-
<PAGE>

12.   Stock-Based Compensation Plans

      The Company has various stock-based compensation plans, which are
      described below.

      Employee Stock Option Plans:

      In June 1994, prior to the Company's September 1994 initial public
      offering, the Company adopted a Stock Option Plan (the "1994 Option Plan")
      for officers, employees, directors and consultants of the Company or its
      subsidiaries. The 1994 Option Plan authorized the granting of incentive
      stock options and non-qualified stock options to purchase an aggregate of
      not more than 112,500 shares of the Company's common stock. The 1994
      Option Plan provided that options granted would generally be exercisable
      at any time during a ten-year period (five years for a stockholder owning
      in excess of 10% of the Company's common stock). The exercise price for
      non-qualified stock options would not be less than the par value of the
      Company's common stock. The exercise price for incentive stock options
      would not be less than 100% of the fair market value of the Company's
      common stock on the date of grant (110% of the fair market value of the
      Company's common stock on the date of grant for a stockholder owning in
      excess of 10% of the Company's common stock). The 1994 Option Plan
      terminated on December 31, 2003.

      On March 3, 2005, the Company adopted the 2004 Stock Option Plan (the
      "2004 Option Plan") for officers and employees of the Company or its
      subsidiaries. The 2004 Option Plan was approved pursuant to a Joint
      Written Consent of the Board of Directors and Majority Stockholders of the
      Company dated September 22, 2004. The 2004 Option Plan authorized the
      granting of incentive stock options and non-qualified stock options to
      purchase an aggregate of not more than 960,000 shares of the Company's
      common stock. The 2004 Option Plan provided that options granted would
      generally be exercisable at any time during a ten-year period (five years
      for a stockholder owning in excess of 10% of the Company's common stock)
      and vest one-third in each of the three years following the grant, unless
      otherwise provided by the plan administrator. The exercise price for
      non-qualified stock options would not be less than the par value of the
      Company's common stock. The exercise price for incentive stock options
      would not be less than 100% of the fair market value of the Company's
      common stock on the date of grant (110% of the fair market value of the
      Company's common stock on the date of grant for a stockholder owning in
      excess of 10% of the Company's common stock). No option may be exercised
      during the first six months of its term except in the case of death. The
      Company had not issued any options under the 2004 Option Plan at December
      31, 2004.

      Directors Stock Option Plans:

      In December 1995, the Company adopted a Directors Stock Option Plan (the
      "1995 Directors Option Plan") for non-employee directors of the Company.
      The 1995 Directors Option Plan was approved by the Company's stockholders
      at the Annual Meeting of Stockholders held on June 14, 1996. The 1995
      Directors Option Plan authorized the granting of non-qualified stock
      options to purchase an aggregate of not more than 12,500 shares of the
      Company's common stock. The 1995 Directors Option Plan provided that
      options granted would be exercisable during a ten-year period and would
      vest on a cumulative basis as to one-third of the total number of shares
      covered thereby at any time after one year from the date the option was
      granted and an additional one-third of such total number of shares at any
      time after the end of each consecutive one-year period thereafter until
      the option had become exercisable as to all of such total number of
      shares. The exercise price for non-qualified stock options would be the
      fair value of the Company's common stock at the date of the grant. There
      were no options available for issuance under the 1995 Directors Option
      Plan at December 31, 2003 and 2004. The 1995 Directors Stock Option Plan
      terminated on December 31, 2004.

      On March 3, 2005, the Company adopted the Directors Stock Option Plan (the
      "2004 Directors Option Plan") for non-employee directors of the Company.
      The 2004 Directors Option Plan was approved pursuant to a Joint Written
      Consent of the Board of Directors and Majority Stockholders of the Company
      dated September 22, 2004. The 2004 Directors Option Plan authorized the
      granting of non-qualified stock options to purchase an aggregate of not
      more than 240,000 shares of the Company's common stock. The 2004 Directors
      Option Plan provided that options granted would be exercisable for a
      period not to exceed ten years and would vest on a cumulative basis as to
      one-third of the total number of shares covered thereby at any time after
      one year from the date the option was granted and an additional one-third
      of such total number of shares at any time after the end of each
      consecutive one-year period thereafter until the option had become
      exercisable as to all of such total number of shares. The exercise price
      for non-qualified stock options would be the fair value of the Company's
      common stock at the date of the grant. No option may be exercised during
      the first six months of its term except in the case of death. The Company
      had not issued any options under the 2004 Directors Option Plan at
      December 31, 2004.

      During the years ended December 31, 2003 and 2004, the Company did not
      grant any stock options under any stock option plan.

      A summary of option activity during the years ended December 31, 2003 and
      2004 is as follows (including both plan and non-plan options):


<TABLE>
                                                                  Weighted
                                          Number                  average
                                             of                   exercise
                                          options                   price
                                          -------                   -----
<S>                                       <C>                       <C>
      Balance outstanding,
        January 1, 2003                   708,188                   $0.36

      Options granted                           -                       -
      Options exercised                         -                       -
      Options expired                    (159,188)                   0.40
                                          -------
      Balance outstanding,
        December 31, 2003                 549,000                    0.35

      Options granted                           -                       -
      Options exercised                         -                       -
      Options expired                           -                       -
                                          -------
      Balance outstanding,
        December 31, 2004
        (all exercisable)                 549,000                   $0.35
                                          =======                    ====
</TABLE>

      Information relating to stock options at December 31, 2004 summarized by
      exercise price is as follows:


<TABLE>
                              Outstanding                          Exercisable
                 ------------------------------------   ----------------------------
Exercise Price                   Life        Exercise               Weighted Average
Per Share          Shares      (Years)        Price      Shares      Exercise Price
---------          ------       -----         -----      ------      --------------
<C>                <C>           <C>          <C>        <C>                <C>
$0.50              300,000       0.7          $0.50      300,000            $0.50
$0.39                4,000       3.3          $0.39        4,000            $0.39
$0.38               10,000       7.0          $0.38       10,000            $0.38
$0.25               25,000       1.0          $0.25       25,000            $0.25
$0.15              210,000       2.0          $0.15      210,000            $0.15
                  --------                               -------
$0.15 - $0.50      549,000       1.6          $0.35      549,000            $0.35
                  ========       ===          =====      =======             ====
</TABLE>

13.   Commitments

Lease Commitments:

The Company leases office space for its corporate  headquarters  in Studio City,
California.  Additionally,  the Company's wholly-owned subsidiary,  Tix4Tonight,
LLC, leases space for its ticket  facilities and  administrative  offices in Las
Vegas, Nevada.

                                      -62-
<PAGE>

Minimum  future  rental  payments  under  non-cancelable  operating  leases  for
facilities in operation at December 31, 2004 are as follows:

<TABLE>
        Years Ending December 31,:
        -------------------------
<S>       <C>                                           <C>
          2005                                         $  278,243
          2006                                            375,804
          2007                                            404,269
          2008                                            448,225
          2009                                            448,592
                                                        ---------
                                                       $1,955,133
                                                        =========
</TABLE>

The  Company  had leased  retail  spaces for its ride  facilities  in Las Vegas,
Nevada and Edmonton,  Alberta,  Canada;  however,  both of these facilities were
closed on or about December 31, 2003. The Company's  lease for its ride facility
in Edmonton was terminated with no further  liability by the Company at December
31,  2003.  The  Company's  lease for its ride  facility  in Las Vegas  ended on
January 31, 2005. As described below at  "Litigation",  the Company is currently
in litigation with its former landlord with respect to its former Las Vegas ride
facility lease.

Employment Agreement:

Effective  September 1, 2000, the Company  entered into a three-year  employment
agreement  expiring  August  31,  2003  with  Mitchell  J.  Francis  to serve as
Chairman,  President and Chief Executive  Officer.  The agreement provided for a
base annual salary of $275,000,  annual increases of 8% (which were not taken in
2001,  2002 and 2003),  and annual  bonuses based on 6% of the Company's  annual
earnings before  interest,  taxes,  depreciation  and  amortization in excess of
$500,000.  The agreement  provided for the issuance of stock options to purchase
300,000  shares of common  stock,  with an  exercise  price of $0.50 per  share,
vesting in equal annual  increments  on September  1, 2001,  2002 and 2003.  The
agreement  also  provided  for the  issuance of stock  options to purchase up to
1,250,000  shares of common stock if the Company's  stock price reached  certain
levels for 20 consecutive days, which were not reached.  Accordingly,  the stock
options were not issued prior to the expiration of the employment agreement. The
employment  agreement also provided for stock options to purchase 100,000 shares
of common stock for the opening of each new ride  facility,  exercisable at fair
market value on the date each new ride facility opens.  The Company did not open
any new  ride  facilities  during  the  term of this  employment  agreement.  In
addition,  during the term of the employment  agreement,  for each $1,000,000 of
new debt or equity  financing  or  fraction  thereof  on a pro rata  basis,  the
Company was obligated to issue to Mr. Francis shares of common stock equal to 5%
of the shares of common stock issued in any such financing transaction.

Severance Agreement:

Effective May 13, 1998, the Company entered into a severance  agreement with its
Chief Executive Officer that provides for certain compensation to such executive
officer  in the event of a change in  control  of the  Company.  The term of the
severance   agreement   was  through  June  30,  1999,  at  which  time  it  was
automatically  extended for one year periods  commencing  on July 1, 1999 and on
each  subsequent July 1, unless the Company gives notice not later than December
31 of the  preceding  year  that  it  does  not  wish to  extend  the  severance
agreement. A change in control of the Company is defined as: (a) the acquisition
by any  person  or  entity  of 20%  or  more  of  the  Company's  voting  equity
securities;  (b) a change in control of the Board of Directors;  or (c) a merger
or consolidation  of the Company with any other entity,  unless the shareholders
of the Company  prior to the merger or  consolidation  continue to  represent at
least 80% of the combined  voting power of the merged entity.  In the event of a
change  in  control,  among  other  compensation  and  benefits,  the  severance
agreement entitles the Chief Executive Officer to receive a severance payment of
five times his current annual salary upon his termination without cause.

Retirement Plan:

The Company has a 401(k)  retirement  plan.  The plan covers  substantially  all
employees.  Under the plan,  participants  may  defer the  receipt  of up to 12%
percent of their annual  compensation,  but not to exceed the maximum  amount as
determined  by the Internal  Revenue Code.  The amount of the employer  matching
contribution is equal to the sum of 25% of each dollar  deferred,  limited to 1%
of the  participants'  compensation.  The Company may make  additional  matching


                                      -63-
<PAGE>

contributions as determined and approved by the Board of Directors. Total 401(k)
retirement  plan  expense  amounted  to $2,628 and  $1,912  for the years  ended
December 31, 2004 and 2003, respectively.

Legal Proceedings:

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

Since early 2003, the Forum Shops 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 (approximately $40,000 per month) during mid-2003. During October
2003, the Forum Shops commenced  litigation  against the Company to collect back
rent and to evict the Company's ride facility and terminate the Company's lease.
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.

The Company believes it has meritorious  claims against the Forum Shops, and has
filed  counter-claims  and intends to  vigorously  defend  itself  against  this
lawsuit.  As this  litigation is in its early  stages,  the Company is currently
unable to predict its ultimate resolution. The Company believes that it has made
adequate  provision for any loss  contingency with respect to this litigation in
its consolidated financial statements.

14.  Subsequent Events

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
Richard & Patel, LLP, for legal services. The aggregate fair market value of the
241,384  shares on the date of issuance was $101,381  ($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,  and agreed to reduce the exercise  price of a warrant
to purchase 50,000 shares of common stock previously  issued to Erick Richardson
on June 16, 2004, from $1.00 per share to $0.50 per share.

                                      -64-
<PAGE>

                               INDEX TO EXHIBITS


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

 3.1        Certificate of Incorporation, as amended (1)(P)
 3.2        Fourth Amendment to Certificate of Incorporation of Cinema Ride,
            Inc., as filed with the State of Delaware, effective March 3,
            2005 (9)
 3.3        Bylaws of the Company (1)(P)
10.1        1994 Stock Option Plan (1)(P)(C)
10.2        Master Equipment Lease Agreement between the Company and Finova
            Technology Finance, Inc. dated December 12, 1996 (2)
10.3        Amendment to Master Equipment Lease Agreement between the Company
            and Finova Technology Finance, Inc. dated March 10, 1999(3)
10.4        1995 Directors Stock Option Plan (3)(C)
10.5        Warrant issued to Finova Capital Corporation to purchase 25,000
            shares of common stock at $0.50 per share (4)
10.6        Warrant issued to Finova Capital Corporation to purchase 25,000
            shares of common stock at $1.00 per share (4)
10.7        Warrant Holder Rights Agreement between the Company and Finova
            Capital Corporation (4)
10.8        Second Modification Agreement and Waiver of Defaults between the
            Company and Finova Capital Corporation dated June 25, 2001 (4)
10.9        Forbearance Agreement between Cinema Ride, Inc. and Finova Capital
            Corporation dated October 22, 2004 (6)
10.10       2003 Consultant Stock Option Plan (5)
10.11       2004 Stock Option Plan (7)(C)
10.12       2004 Directors Stock Option Plan (7)(C)
10.13       Securities Purchase Agreement, dated as of November 4,2004,
            between Cinema Ride, Inc. and Advantage CapitalDevelopment Corp. (8)
10.14       Secured Debenture 001, dated as of November 4, 2004,between
            Cinema Ride, Inc. and Advantage Capital Development Corp. (8)
10.15       Secured Debenture 002, dated as of November 4, 2004,between
            Cinema Ride, Inc. and Advantage Capital Development Corp. (8)
10.16       Security Agreement, dated as of November 4, 2004, between Cinema
            Ride, Inc. and Advantage Capital Development Corp. (8)
10.17       Warrant, dated as of November 4, 2004, between Cinema Ride,Inc.
            and Advantage Capital Development Corp.(8)
10.18       Investor Registration Rights Agreement, dated as of
            November 4, 2004, between Cinema Ride, Inc. and Advantage Capital
            Development Corp. (8)
10.19       Amendment, dated as of December 3, 2004, between Cinema Ride,Inc.
            and Advantage Capital Development Corp. (8)
10.20       Standby Equity Distribution Agreement, dated as of November 4, 2004,
            between Cinema Ride, Inc. and Cornell Capital Partners, LP (8)
10.21       Registration Rights Agreement, dated as of November 4, 2004,
            between Cinema Ride, Inc. and Cornell Capital Partners, LP (8)
10.22       Placement Agent Agreement, dated as of November 4, 2004, among
            Cinema Ride, Inc., Cornell Capital Partners, LP and Newbridge
            Securities Corporation (8)
14          Code of Ethics (6)
21          Subsidiaries of the Registrant (9)
23          Consent of Weinberg & Company, P.A. (9)
31          Certification of Chief Executive Officer/Chief Financial
            Officer (9)
32          Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
            of 2002 (9)

-----------------------

                                      -65-
<PAGE>

(1)  Previously filed as an Exhibit to the Company's Registration Statement
on Form SB-2, and incorporated herein by reference.
(2)  Previously filed as an Exhibit to the Company's Current Report on Form
8-K filed on January 28, 1997, and incorporated herein by reference.
(3)  Previously filed as an Exhibit to the Company's Annual Report on Form
10-KSB for the fiscal year ended December 31, 1998, and incorporated herein
by reference.
(4)  Previously filed as an Exhibit to the Company's Quarterly Report on Form
10-QSB for the quarterly period ended June 30, 2001, and incorporated herein
by reference.
(5)  Previously filed as an Exhibit to the Company's Registration Statement
on Form S-8, which was filed with the Securities and Exchange Commission on
March 3, 2004, and incorporated herein by reference.
(6)  Previously filed as an Exhibit to the Company's Quarterly Report on Form
10-QSB for the quarterly period ended September 30, 2004, and incorporated
herein by reference.
(7)  Previously filed as an Exhibit to the Company's Schedule 14C Information
Statement, which was filed with the Securities and Exchange Commission on
January 26, 2005, and incorporated herein by reference.
(8)  Previously filed as an Exhibit to the Company's Current Report on Form
8-K, which was filed with the Securities and Exchange Commission on December
17, 2004, and incorporated herein by reference.
(9)  Filed herein.


(P)  Indicates that the document was originally filed with the Securities and
Exchange Commission in paper form and that there have been no changes or
amendments to the document which would require filing of the document
electronically with this Annual Report on Form 10-KSB.

(C)  Indicates compensatory plan, agreement or arrangement.

                                      -66-