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, 2005

 [ ] 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
                 ----------------------------------------------
                 (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 is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act. [ ]

      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 for the fiscal year ended December 31, 2005 were
$2,695,191.

      The aggregate market value of the issuer's common stock held by
non-affiliates of the issuer as of March 15, 2006, based on the closing market
price of $0.25 per share, was $1,761,575.

      As of March 15, 2006, the issuer had 12,635,184 shares of common stock
issued and outstanding.

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

                                      -1-

<PAGE>

      Documents incorporated by reference: None.



Special Note Regarding Forward-Looking Statements:

      This Annual Report on Form 10-KSB for the fiscal year ended December 31,
2005 contains "forward-looking" statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, including statements that include the words
"believes", "expects", "anticipates", "intends", "plans", "may", "will" or
similar expressions that are intended to identify forward-looking statements. In
addition, any statements that refer to expectations, projections or other
characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements. These forward-looking statements
may include, among others, statements concerning the Company's expectations
regarding its business, growth prospects, revenue trends, operating costs,
working capital requirements, facility expansion plans, competition, results of
operations and other statements of expectations, beliefs, future plans and
strategies, anticipated events or trends, and similar expressions concerning
matters that are not historical facts. The forward-looking statements in this
Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005 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, 2005, 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, 2005, whether as a result of new information, future vents or
otherwise.

                                      -2-
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

PART I

         ITEM 1.  DESCRIPTION OF BUSINESS..............................        4
         ITEM 2.  DESCRIPTION OF PROPERTY..............................       11
         ITEM 3.  LEGAL PROCEEDINGS....................................       12
         ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF
                  SECURITY HOLDERS.....................................       13

PART II

         ITEM 5.  MARKET FOR COMMON EQUITY AND
                  RELATED STOCKHOLDER MATTERS..........................       14
         ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS
                  OR PLAN OF OPERATIONS................................       18
         ITEM 7.  FINANCIAL STATEMENTS.................................       29
         ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                  ON ACCOUNTING AND FINANCIAL DISCLOSURE...............       29
         ITEM 8A. CONTROLS AND PROCEDURES..............................       29
         ITEM 8B. OTHER INFORMATION....................................       29

PART III

         ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
                  AND CONTROL PERSONS; COMPLIANCE WITH
                  SECTION 16(a) OF THE EXCHANGE ACT....................       31
         ITEM 10. EXECUTIVE COMPENSATION...............................       33
         ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                  OWNERS AND MANAGEMENT................................       37
         ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.......       39
         ITEM 13. EXHIBITS.............................................       39
         ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES...............       39

SIGNATURES

                                      -3-

<PAGE>

                                     PART I.


ITEM 1.   DESCRIPTION OF BUSINESS

Overview:

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
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. 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 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.

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

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

                                      -4-

<PAGE>

Tickets2Nite, LLC:

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

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

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

Tix4Tonight, LLC:

On January 1, 2004, the Company commenced the operation of a same-day discount
ticket business at a different location and under a different name on the Las
Vegas Strip through the formation of a wholly-owned Nevada limited liability
company, Tix4Tonight, LLC, which was organized in December 2003. The Company
owns 100% of the Tix4Tonight business, which was the Company's only source of
operating revenues in 2004 and 2005. The operations of Tickets2Nite, LLC and
Tix4Tonight, LLC are not directly comparable, since Tickets2Nite, LLC was
accounted for under the equity method of accounting and Tix4Tonight, LLC is
consolidated with the Company's operations. The Company's former partner in
Tickets2Nite, LLC operates the same type of business in Las Vegas that competes
with Tix4Tonight, LLC from one site on the Las Vegas Strip.

                                      -5-

<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.

Tix4Tonight generally sells show tickets under short-term, non-exclusive
agreements with approximately 50 Las Vegas shows, out of a total of
approximately 85 Las Vegas shows running at any one time, and typically offers
tickets for approximately 40 shows on any given day at half-price plus a service
fee. Tix4Tonight does not know exactly what shows it will be able to offer
tickets for until the same day of the show. There are usually many more tickets
available each day than are sold, although it is not uncommon for Tix4Tonight to
sell-out its supply of tickets for individual shows. The shows are paid on a
weekly basis only for the tickets that Tix4Tonight actually sells to customers,
thus Tix4Tonight has no financial risk with respect to unsold tickets.

At December 31, 2005, accounts payable with respect to show ticket sold
aggregated approximately $1,000,000, reflecting show tickets sold during the
last five weeks of 2005.

Shown below is an example of a typical ticket sale transaction and the standard
fees and commissions that the Company would earn on such a transaction. Nevada
state taxes on the sale price of a ticket are collected by the Company and
remitted to the respective show.

     Cost of ticket to customer:

     Face value of ticket                                   $ 100
     Less:  50% discount                                      (50)
                                                            -----
     Actual sale price of ticket to customer                   50
     Add:  ticketing fee                                        4
                                                            -----
     Total payment by customer for ticket                   $  54
                                                            =====

     Fees and commissions earned by Tix4Tonight:
     Ticketing fee (paid by customer)                       $   4
     Commission (paid by show)                                 10
                                                            -----
     Total revenues recognized by Tix4Tonight               $  14
                                                            =====

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

Revenue Concentrations:

During the year ended December 31, 2005, one hotel showroom and one other ticket
source accounted for 14.0% and 11.6% of revenues, respectively. During the year
ended December 31, 2004, one hotel showroom and two other ticket sources
accounted for 11.7%, 11.1% and 12.7% of revenues, respectively.

Seasonality:

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

                                      -6-

<PAGE>

Vegas, and thus the Company's revenues, will be the highest in November and
December and lowest in January and September.

Competition:

The Company sells unsold tickets on the same day of the performance at one-half
of the box office price. Typically, the producers provide such tickets to the
Company on a non-exclusive basis. Therefore, other ticket brokers can enter into
competition with the Company to offer the same or similar services to both
producers and customers. The Company currently has at least two competitors in
the Las Vegas market and the possibility exists for other competitors to compete
both there and in other markets targeted by the Company. Other competitors may
possess longer operating histories, larger customer bases, longer relationships
with producers, and significantly greater financial, technical, marketing, and
public relations resources than the Company. Accordingly, the Company may not be
able to compete successfully and competitive pressures may adversely affect its
business, results of operations and financial condition.

Intellectual Property:

The Company has filed two applications for patents with the United States Patent
and Trademark Office. The Company will be applying for additional trademark and
copyright protection in the future.

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 Mitch 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 ANALYSIS 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 15, 2006, the Company had four full-time employees at its corporate
offices and twenty-five 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.


                                  RISK FACTORS

The Company is subject to various risks that may material harm its business,
financial condition and results of operations. An investor should carefully
consider the risks and uncertainties described below and the other information
in this filing before deciding to purchase the Company's common stock. If any of
these risks or uncertainties actually occurs, the Company's business, financial
condition or operating results could be materially harmed. In that case, the
trading price of the Company's common stock could decline and an investor could
lose all or part of his or her investment.


                     RISKS RELATED TO THE COMPANY'S BUSINESS

THE COMPANY HAS A WORKING CAPITAL DEFICIT AND IF IT IS UNABLE TO RAISE
ADDITIONAL CAPITAL THE COMPANY WILL NEED TO CURTAIL BUSINESS OPERATIONS

The Company had a working capital deficiency of $2,766,621 at December 31, 2005,
and continues to need cash for operations. The Company has relied on debt and
equity

                                      -7-

<PAGE>

financings to fund its operations. As of December 31, 2005, the Company had
$315,763 of cash on hand, the Company's total current assets were $345,216 and
the Company's total current liabilities were $3,111,837. The Company will need
to raise additional capital to fund its anticipated operating expenses and
future expansion. Unless the Company attains profitable operations, it will need
to secure additional financing from external sources. The sale of its common
stock to raise capital may cause dilution to its existing shareholders. The
Company's inability to obtain adequate financing may result in the need to
curtail business operations. Any of these events would likely be materially
harmful to the Company's business and may result in a lower stock price. The
Company's financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM HAS ISSUED ITS
OPINION THAT THERE IS SUBSTANTIAL DOUBT ABOUT THE COMPANY'S ABILITY TO CONTINUE
AS A GOING CONCERN

The Company has been subject to a going concern opinion from its independent
registered public accounting firm. The Company had a net loss of $1,022,952 for
the year ended December 31, 2005, and had a working capital deficiency of
$2,766,621 and a stockholders' deficiency of $2,399,569 at December 31, 2005.
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, including
obtaining funding under the Standby Equity Distribution Agreement with Cornell
Capital Partners, LP. 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.

THE COMPANY IS RELIANT ON MITCH FRANCIS, ITS CHIEF EXECUTIVE OFFICER, CHIEF
FINANCIAL OFFICER AND CHAIRMAN AND IF THE COMPANY LOSES MR. FRANCIS, IT COULD
HAVE A MATERIAL ADVERSE EFFECT ON ITS BUSINESS AND OPERATIONS

The success of the Company depends upon the personal efforts and abilities of
Mitch Francis, its Chairman of the Board of Directors and the Company's Chief
Executive Officer and Chief Financial Officer. The Company's ability to operate
and expand its business is heavily dependent on access to the continued services
of Mr. Francis. The Company may face competition for the services of Mr.
Francis, although Mr. Francis has recently signed a three-year employment
agreement with the Company. The Company cannot be certain that it will be able
to retain Mr. Francis or attract and retain other qualified employees. The loss
of Mr. Francis or the Company's inability to attract and retain qualified
employees on an as-needed basis could have a material adverse effect on the
Company's business and operations. The Company maintains $1,000,000 of key-man
life insurance on the life of Mr. Francis, as to which it is the sole
beneficiary, which has been assigned as security to Finova Technology Finance,
Inc.

THE COMPANY'S FUTURE CAPITAL NEEDS MAY NOT BE MET AND IT MAY BE FORCED TO
ABANDON OR CURTAIL ITS BUSINESS PLANS OR OPERATIONS

The Company's growth and continued operations could be impaired by limitations
on its access to capital markets. If the market for the ticket broker industry
were to weaken for an extended period of time, the Company's ability to raise
capital would be substantially reduced. There can be no assurance that capital
from outside sources will be available, or that if such financing is available,
it may involve issuing securities senior to the common stock or equity
financings which would be dilutive to holders of common stock. If the Company's
future capital needs are not met, the Company may be forced to abandon or
curtail its business plan.

                                      -8-

<PAGE>

THE COMPANY'S STOCK IS QUOTED ON THE OVER-THE-COUNTER BULLETIN BOARD AND COULD
BE SUBJECT TO EXTREME VOLATILITY

The Company's common stock is currently quoted under the symbol "TIXC" on the
Over-the-Counter Bulletin Board, which is often characterized by low trading
volume. A large volume of stock being sold into the market at any one time could
cause the stock to rapidly decline in price. In addition, the Company must
comply with ongoing eligibility rules to ensure that the Company's common stock
is not removed from the Over-the-Counter Bulletin Board, which would materially
adversely affect the liquidity and volatility of the Company's common stock.

THERE IS A LIMITED PUBLIC MARKET FOR THE COMPANY'S COMMON STOCK AND THE
COMPANY'S STOCKHOLDERS MAY BE UNABLE TO LIQUIDATE THEIR SHARES

The Company's common stock is listed on the Over-the-Counter Bulletin Board, and
there is a limited volume of sales, thus providing a limited liquidity into the
market for the Company's shares. As a result of the foregoing, stockholders may
be unable to liquidate their shares.

THE COMPANY DOES NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE

The Company has not declared or paid, and it does not anticipate declaring or
paying in the foreseeable future, any cash dividends on its common stock. The
Company's ability to pay dividends is dependent upon, among other things, its
future earnings, if any, as well as its operating and financial condition,
capital requirements, general business conditions and other pertinent factors.
Furthermore, any payment of dividends by the Company is subject to the
discretion of the Company's board of directors. Accordingly, there is no
assurance that any dividends will ever be paid on the Company's common stock.

THE COMPANY'S INDUSTRY IS SUBJECT TO COMPETITION AND COMPETITIVE PRESSURES THAT
COULD ADVERSELY AFFECT THE COMPANY'S BUSINESS, RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

The Company sells unsold tickets on the same day of the performance at one-half
of the box office price. Typically, the producers provide such tickets to the
Company on a non-exclusive basis. Therefore, other ticket brokers can enter into
competition with the Company to offer the same or similar service to both
producers and customers. The Company currently has at least two competitors in
the Las Vegas market and the possibility exists for others to compete both there
and in other markets targeted by the Company. Other competitors may possess
longer operating histories, larger customer bases, longer relationships with
producers, and significantly greater financial, technical, marketing, and public
relations resources than the Company. The Company may not be able to compete
successfully and competitive pressures may adversely affect the Company's
business, results of operations and financial condition.

THE COMPANY MAY BE UNABLE TO MANAGE GROWTH WHICH COULD ADVERSELY AFFECT ITS
BUSINESS

Successful implementation of the Company's business strategy requires the
Company to manage its growth. Growth could place an increasing strain on the
Company's management and financial resources. To manage growth effectively, the
Company will need to:

1. Establish definitive business strategies, goals and objectives.

2. Install and maintain a system of management controls.

3. Attract and retain qualified personnel, as well as develop, train and manage
management-level and other employees.

If the Company fails to manage its growth effectively, the Company's business,
financial condition or operating results could be materially harmed, and the
Company's stock price may decline accordingly.

                                      -9-

<PAGE>

                          RISKS RELATED TO THE OFFERING

EXISTING STOCKHOLDERS WILL EXPERIENCE SIGNIFICANT DILUTION FROM THE COMPANY'S
SALE OF SHARES UNDER THE STANDBY EQUITY DISTRIBUTION AGREEMENT

In the event that the Company elects to sell shares pursuant to the Standby
Equity Distribution Agreement with Cornell Capital Partners, LP, the sale of
such shares will have a dilutive impact on the Company's stockholders. For
example, if the offering occurred on December 31, 2005 at an assumed offering
price of $0.2646 per share (98% of the closing bid price of $0.27 per share on
December 31, 2005), new stockholders would experience an immediate dilution in
net tangible book value of $0.1985 per share. At assumed offering prices of
$0.1985, $0.1323 and $0.0662 per share, dilution per share to new stockholders
would be $0.1712, $0.1439 and $0.1166, respectively.

As a result, in future periods the Company's earnings per share could decrease,
and the market price of the Company's common stock could decline. The lower the
Company's stock price, the more shares of common stock the Company would have to
issue under the Standby Equity Distribution Agreement to draw down the full
amount. If the Company's stock price is lower, then its existing stockholders
would experience greater dilution.

UNDER THE STANDBY EQUITY DISTRIBUTION AGREEMENT CORNELL CAPITAL PARTNERS WILL
PAY LESS THAN THE THEN-PREVAILING MARKET PRICE OF THE COMPANY'S COMMON STOCK

The common stock to be issued under the Standby Equity Distribution Agreement
will be issued at a 2% discount to the lowest closing bid price for the five
days immediately following the notice date of an advance. In addition, Cornell
Capital Partners will retain 10% from each advance. Based on this discount,
Cornell Capital Partners will have an incentive to sell immediately to realize
the gain on the 2% discount. These discounted sales could cause the price of the
Company's common stock to decline, based on increased selling of the Company's
common stock.

THE SALE OF THE COMPANY'S COMMON STOCK UNDER ITS STANDBY EQUITY DISTRIBUTION
AGREEMENT COULD ENCOURAGE SHORT SALES BY THIRD PARTIES, WHICH COULD CONTRIBUTE
TO THE FUTURE DECLINE OF THE COMPANY'S STOCK PRICE

In many circumstances the provision of a Standby Equity Distribution Agreement
for companies that are traded on the Over-the-Counter Bulletin Board has the
potential to cause a significant downward pressure on the price of common stock.
This is especially the case if the shares being placed into the market exceed
the market's ability to take up the increased stock or if the Company has not
performed in such a manner to show that the equity funds raised will be used to
grow the Company. Such an event could place further downward pressure on the
price of common stock. Under the terms of the Company's Standby Equity
Distribution Agreement, the Company may request numerous draw downs pursuant to
the terms of the Standby Equity Distribution Agreement. Even if the Company uses
the Standby Equity Distribution Agreement to grow its revenues and profits or
invest in assets which are materially beneficial to the Company, the opportunity
exists for short sellers and others to contribute to the future decline of the
Company's stock price. If there are significant short sales of stock, the price
decline that would result from this activity will cause the share price to
decline more so, which in turn may cause long holders of the stock to sell their
shares, thereby contributing to sales of stock in the market. If there is an
imbalance on the sell side of the market for the stock, the price will decline.

It is not possible to predict those circumstances whereby short sales could
materialize or to what the share price could drop. In some companies that have
been subjected to short sales the stock price has dropped to near zero. This
could happen to the Company's stock price.

THE COMPANY MAY NOT BE ABLE TO ACCESS SUFFICIENT FUNDS UNDER THE STANDBY EQUITY
DISTRIBUTION AGREEMENT WHEN NEEDED

                                      -10-

<PAGE>

The Company is dependent on external financing to fund its operations. The
Company's financing needs are expected to be partially provided from the Standby
Equity Distribution Agreement. No assurances can be given that such financing
will be available in sufficient amounts or at all when needed, in part, because
the Company is limited to a maximum draw down of $500,000 during any seven
trading day period.

THE COMPANY MAY NOT BE ABLE TO DRAW DOWN UNDER THE STANDBY EQUITY DISTRIBUTION
AGREEMENT IF THE INVESTOR HOLDS MORE THAN 9.9% OF THE COMPANY'S COMMON STOCK

In the event Cornell Capital Partners holds 9.99% or more of the
then-outstanding shares of common stock of the Company, the Company will be
unable to draw down on the Standby Equity Distribution Agreement, since holding
in excess of such amount could subject Cornell Capital Partners to restrictions
on its ability to sell its common shares in the open market. Currently, Cornell
Capital Partners has beneficial ownership of 5.2% of the Company's common stock
and therefore the Company would be able to make draw downs on the Standby Equity
Distribution Agreement so long as Cornell Capital's beneficial ownership remains
below 9.99%. If Cornell Capital Partner's beneficial ownership becomes 9.99% or
more, the Company would be unable to draw down on the Standby Equity
Distribution Agreement. In that event, if the Company is unable to obtain
additional external funding or generate sufficient revenues from operations to
fund its operating requirements, the Company could be forced to curtail or cease
its operations.

THE COMMON STOCK IS DEEMED TO BE A "PENNY STOCK", WHICH MAY MAKE IT MORE
DIFFICULT FOR NEW INVESTORS TO SELL THEIR SHARES DUE TO SUITABILITY REQUIREMENTS

The common stock is deemed to be "penny stock", as that term is defined in Rule
3a51-1 promulgated under the Securities Exchange Act of 1934. Penny stocks are
stocks:

1. With a price of less than $5.00 per share;

2. That are not traded on a "recognized" national exchange;

3. Whose prices are not quoted on the Nasdaq automated quotation system;

4. Nasdaq stocks that trade below $5.00 per share are deemed a "penny stock" for
purposes of Section 15(b)(6) of the Exchange Act;

5. In issuers with net tangible assets less than $2.0 million (if the issuer has
been in continuous operation for at least three years) or $5.0 million (if in
continuous operation for less than three years), or with average revenues of
less than $6.0 million for the last three years.

Broker/dealers dealing in penny stocks are required to provide potential
investors with a document disclosing the risks of penny stocks. Moreover,
broker/dealers are required to determine whether an investment in a penny stock
is a suitable investment for a prospective investor. These requirements may
reduce the potential market for the Company's common stock by reducing the
number of potential investors. This may make it more difficult for investors in
the Company's common stock to sell shares to third parties or to otherwise
dispose of them. This could cause the Company's stock price to decline.


ITEM 2.   DESCRIPTION OF PROPERTY

Las Vegas Operations:

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

                                      -11-

<PAGE>

a new downtown Las Vegas facility at the Four Queens Hotel fronting onto the
Fremont Street Experience (which commenced operations in December 2005).

The Company also maintains administrative offices for Tix4Tonight in Las Vegas,
Nevada, pursuant to a non-renewable lease that terminates on June 30, 2006.

Corporate Offices:

The Company leases office space at 12001 Ventura Place, Suite 340, Studio City,
California 91604 as its corporate headquarters, pursuant to a lease for a period
of five years expiring June 2010, with an option to extend the term of the lease
for one additional five-year period.

The aggregate minimum future rental payments under non-cancelable operating
leases for facilities in operation at December 31, 2005, excluding operating
expenses, annual rent escalation provisions, and contingent rental payments
based on achieving certain pre-determined sales levels, are as follows:

               Years Ending December 31,
               -------------------------

               2006             $  834,842
               2007                800,016
               2008                855,752
               2009                774,792
               2010                367,463
                                 ---------
                                $3,632,865
                                 =========


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.

Beginning in early 2003, the Forum Shops had been engaged in construction
related to an expansion program immediately adjacent to the Company's Las Vegas
ride facility, which the Company believed negatively impacted customer traffic
and operating conditions at this ride facility during 2003. The Company had been
in discussions with the management of the Forum Shops regarding this issue, as a
result of which the Company suspended the payment of rent on the Las Vegas ride
facility lease during mid-2003. During October 2003, the Forum Shops commenced
litigation against the Company to collect back rent and to evict the Company's
ride facility and terminate the Company's lease, in an action entitled Forum
Developers Limited v. Cinema Ride, Inc., District Court of Clark County, Nevada
(Case No. A474243). 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.

At December 31, 2004, liabilities related to discontinued operations aggregated
$652,529, respectively, of which $626,657 related to accrued but unpaid rent
with respect to the Company's lease for its former Las Vegas ride facility from
mid-2003, when the Company suspended the payment of rent to the Forum Shops,
through the expiration date of the lease, January 31, 2005. The Company accrued
rent on its former Las Vegas ride facility at the full monthly amount (which
included common area fees and utilities) through the date the ride facility was
shut-down, December 31, 2003, and at the base monthly rent subsequent to that
date.

                                      -12-

<PAGE>

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


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

There were no matters submitted to a vote of the Company's security holders
during the fourth quarter of the fiscal year ended December 31, 2005.

                                      -13-

<PAGE>

                                    PART II.


ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) Market Information

Since March 3, 2005, the effective date of the change in the Company's name to
"Tix Corporation", the Company's common stock has traded on the OTC Bulletin
Board under the symbol "TIXC". Prior to that date, the Company's common stock
traded under the symbol "MOVE".

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.

                                                      Low         High
                                                      ---         ----

      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



      Fiscal Year Ended December 31, 2005:
      -----------------------------------

      Three months ended -

      March 31, 2005                                 $0.30        $0.60
      June 30, 2005                                   0.24         0.50
      September 30, 2005                              0.23         0.40
      December 31, 2005                               0.21         0.38


(b) Holders

As of December 31, 2005, the Company had 231 common shareholders of record,
excluding 3,125,002 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, 2005.

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

                                      -14-

<PAGE>

(d) Securities Authorized for Issuance under Equity Compensation Plans

2004 Option Plan:

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, 2005.

2004 Directors Option Plan:

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, 2005.

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".

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 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
Consultant Stock Plan to Benjamin Frankel, a director of the Company who was, at
that time, 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 an
option to purchase 100,000 shares of common stock, all under the Consultant
Stock Plan, to Erick

                                      -15-

<PAGE>

Richardson, a partner in the law firm of Richardson & Patel LLP, for legal
services. The option 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).

Effective January 31, 2005, the Company also issued 104,845 shares of common
stock and an option to purchase 18,800 shares of common stock, all under the
Consultant Stock Plan, to Erick Richardson, a partner in the law firm of
Richardson & Patel LLC, for legal services. The option is exercisable for a
period of five years at $0.50 per share.

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.

The securities authorized for issuance under the Company's equity compensation
plans at December 31, 2005 are summarized as follows:

                                                      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)

Equity compensation
  plans approved by
  security holders         1,500         $0.39         1,200,000

Equity compensation
  plans not approved
  by security holders    118,800         $0.50           965,243
                         -------                       ---------
Total                    120,300         $0.50         2,165,243
                         =======          ====         =========



Sales of Unregistered Securities:

Effective as of January 3, 2002, the Company entered into a two-year consulting
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. This
consulting arrangement was subsequently extended through December 31, 2004.
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. Effective January 3, 2005, the Company
and Gang Consulting Ltd. entered into a new two-year consulting arrangement
commencing January 1, 2005 that provided for: (1) the termination of the
consulting fee payable to Gang Consulting Ltd. of $10,000 per month; (2) the
cancellation of common stock purchase

                                      -16-

<PAGE>

warrants previously issued to Gang Consulting Ltd. to purchase an aggregate of
800,000 shares of common stock in equal installments of 100,000 shares at $0.50,
$1.00, $1.50, $2.00, $2.50, $3.00, $3.50 and $4.00 per share, respectively; and
(3) the issuance of common stock purchase warrants to purchase 400,000 shares of
common stock, which were fully vested at issuance and exercisable through May 1,
2008 as follows: 100,000 shares at $0.25 per share; 100,000 shares at $0.50 per
share; 50,000 shares at $0.75 per share; 50,000 shares at $1.00 per share;
25,000 shares at $1.25 per share; 25,000 shares at $1.50 per share; 25,000
shares at $1.75 per share; and 25,000 shares at $2.00 per share. The aggregate
fair value of such warrants, calculated pursuant to the Black-Scholes
option-pricing model, was $172,000, and was charged to operations as general and
administrative expense during 2005, as the warrants were fully vested and
non-forfeitable at the date of issuance.

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, calculated pursuant to the
Black-Scholes option-pricing model, was $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% secured convertible debentures with an aggregate face value of $530,000
(collectively, the "Debentures") to Advantage Capital Development Corp.
("Advantage"). The Company issued a Debenture with a face value of $250,000 upon
closing ("Debenture No. 1") and received net proceeds of $200,000. The Company
issued another Debenture with a face value of $280,000 on January 6, 2005
("Debenture No. 2") and received net proceeds of $239,300. The Debentures were
originally scheduled to mature on March 7, 2006. Based on the maturity date of
the Debentures, the Debentures were classified in the Company's balance sheet as
non-current liabilities at December 31, 2004 and as current liabilities at
December 31, 2005. On November 4, 2004, the Company also issued to Advantage a
warrant to purchase 100,000 shares of common stock exercisable at $0.25 per
share through November 4, 2007, which was determined to have a fair value,
calculated pursuant to the Black-Scholes option-pricing model, of $36,000. The
aggregate value of the warrant, the value of the beneficial conversion features,
and the aggregate related financing costs paid by the Company to the lender were
recorded as a discount to the face value of the Debentures, and are being
charged to operations as interest expense over the term of the Debentures.

In addition, on December 7, 2004, the Company entered into a financing
transaction with Cornell Capital Partners, LP ("Cornell") under which Cornell,
at the request of the Company, will periodically purchase up to $10,000,000 of
the Company's common stock over 24 months pursuant to a Standby Equity
Distribution Agreement. Cornell received 290,000 shares of the Company's common
stock as a commitment fee and received an additional 290,000 shares of the
Company's common stock on the first year anniversary of the Standby Equity
Distribution Agreement. Newbridge Securities Corporation ("Newbridge") will
serve as exclusive placement agent for the sale of the shares of common stock.
In consideration for Newbridge's services, Newbridge received 20,000 shares of
the Company's common stock. The shares of common stock issued to Cornell and
Newbridge were recorded at par value of $0.08 per share, of which $23,200 and
$24,800 were recorded during the years ended December 31, 2005 and 2004,
respectively, and were included in deferred offering costs in the Company's
balance sheet at December 31, 2005 and 2004.

On January 6, 2005, pursuant to an agreement dated as of August 31, 2004 and as
a result of the execution of the Standby Equity Distribution Agreement and the
completion of the issuance of the Debentures, the Company issued 448,000 shares
of common stock to Knightsbridge Holdings, LLC ("Knightsbridge") as a referral
fee. The Company was obligated to file a registration statement to cover 200% of
the shares so issued. The agreement with Knightsbridge is for an initial term
through February 28, 2005, and shall

                                      -17-

<PAGE>

continue thereafter on a month-to-month basis, but the Company shall not have
the right to terminate the agreement until such time as it has fulfilled all of
its obligations under its agreement with Advantage. The Company also agreed to
pay Knightsbridge a monthly consulting fee of $2,500. The fair market value of
the shares of $201,600 ($0.45 per share) was recorded as a discount to the face
value of the Debentures on January 6, 2005, and is being charged to operations
as interest expense over the remaining term of the Debentures.

On January 31, 2005, the Company issued 136,539 shares of common stock to
Richardson & Patel LLC for legal services. The shares of common stock have
piggyback registration rights. The aggregate fair market value of the shares on
the date of issuance was $57,346 ($0.42 per share).

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

On May 24, 2005, the Company entered into a one-year consulting services
agreement with CollegeStock LLC for public relations and communications
services, which provided for a cash payment of $7,500 and the issuance of a
warrant to purchase 20,000 shares of the Company's common stock exercisable at
$0.24 per share through May 24, 2008. The fair value of such warrant, calculated
pursuant to the Black-Scholes option-pricing model, was $4,600, and was charged
to operations as general and administrative expense during the year ended
December 31, 2005, as the warrant was fully vested and non-forfeitable at the
date of issuance.

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

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


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

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

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

                                      -18-

<PAGE>

a new downtown Las Vegas facility at the Four Queens Hotel fronting onto the
Fremont Street Experience (which commenced operations in December 2005).

Critical Accounting Policies and Estimates:

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

Impairment of Long-Lived Assets:

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

Income Taxes:

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


Results of Operations:

Years Ended December 31, 2005 and 2004:

Revenues. Revenues from ticket commissions and fees were $2,695,191 for the year
ended December 31, 2005, as compared to $1,557,459 for the year ended December
31, 2004, an increase of $1,137,732, or 73.1%. Commissions and fees were earned
on the gross sales value of show tickets sold to customers of $10,295,287 for
the year ended December 31, 2005, as compared to $6,066,538 for the year ended
December 31, 2004, an increase of $4,228,749, or 69.7%.

                                      -19-

<PAGE>

Direct Costs of Revenues. Direct costs of revenues were $1,510,191 for the year
ended December 31, 2005, as compared to $800,268 for the year ended December 31,
2004, an increase of $709,923 or 88.7%. Direct costs of revenues increased to
56.0% of revenues for the year ended December 31, 2005, as compared to 51.4% of
revenues for the year ended December 31, 2004, as a result of a faster rate of
increase in direct costs of revenues as compared to the growth in revenues in
2005 as compared to 2004. Direct costs of revenues increased on an absolute
basis as a result of an increase in rent expense of 138.9% as a result of an
increase in the number of ticketing locations, and the hiring of additional
employees to staff these locations.

Selling and Marketing Expenses. Selling and marketing expenses were $326,439 for
the year ended December 31, 2005, as compared to $366,461 for the year ended
December 31, 2004. Selling and marketing expenses decreased to 12.1% of revenues
for the year ended December 31, 2005, as compared to 23.5% of revenues for the
year ended December 31, 2004. Since the Company's Tix4Tonight operations
commenced operations effective January 1, 2004, the first several months of 2004
were the initial period of operations for Tix4Tonight. The decrease in selling
and marketing expenses in 2005 as compared to 2004 was a result of the Company
incurring significant introductory promotional expenditures for its Tix4Tonight
operations during the year ended December 31, 2004.

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 a result of the Company
having recently opened additional ticketing locations in Las Vegas.

General and Administrative Expenses. General and administrative expenses were
$1,906,983 for the year ended December 31, 2005, as compared to $1,488,312 for
the year ended December 31, 2004, an increase of $418,671 or 28.1%, primarily as
a result of an increase in legal fees, accounting and auditing fees, consulting
and advisory fees, and investor relations fees. The Company incurred such
increased fees primarily as a result of its efforts to raise additional capital
and develop investor interest in the Company. General and administrative
expenses decreased to 70.8% of revenues for the year ended December 31, 2005, as
compared to 95.6% of revenues for the year ended December 31, 2004. Included in
general and administrative expenses were non-cash consulting and advisory fees
of $237,996 for the year ended December 31, 2005 (including $172,000 related to
the issuance of warrants to Gang Consulting Ltd.), as compared to $264,650 for
the year ended December 31, 2004.

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

Depreciation and Amortization. Depreciation and amortization was $108,612 for
the year ended December 31, 2005, as compared to $61,556 for the year ended
December 31, 2004, an increase of $47,056 or 76.4%, primarily as a result of
increased depreciation and amortization incurred with respect to leasehold
improvements and equipment acquired for Tix4Tonight's new ticketing locations in
Las Vegas.

Loss from Operations. As a result of the aforementioned factors, the loss from
operations was $1,157,034 for the year ended December 31, 2005, as compared to a
loss from operations of $1,159,138 for the year ended December 31, 2004.

Other Income. Other income was $100,000 for the year ended December 31, 2005.
The Company did not have any other income for the year ended December 31, 2004.

During August 2004, the Company relocated the administrative offices of
Tix4Tonight to a new office facility in Las Vegas, Nevada, under a long-term
lease. During March 2005, the lease for the Las Vegas administrative offices of
Tix4Tonight was amended to provide an early termination provision, which
entitled the Company to receive a cash payment of $100,000 upon delivery of a
notice of early termination to the landlord. On April 1, 2005, the Company
issued a notice of early termination to the landlord and received a

                                      -20-

<PAGE>

cash payment of $100,000, as a result of which the Company was required to
vacate the premises by October 1, 2005, unless it made alternative arrangements
with the landlord. The Company recognized the $100,000 cash payment as other
income at September 30, 2005, as it completed arrangements for a new office
facility lease during the period.

Loss on Disposal of Fixed Assets. Loss on disposal of fixed assets was $32,237
for the year ended December 31, 2005, which consisted of unamortized leasehold
improvements abandoned as a result of the Company closing its ticketing booth
located next to the Harley-Davidson Cafe in November 2005. The Company did not
have any loss on disposal of fixed assets for the year ended December 31, 2004.

Interest Income. Interest income was $69 for the year ended December 31, 2005,
as compared to $12 for the year ended December 31, 2004.

Interest Expense. Interest expense was $676,535 for the year ended December 31,
2005, as compared to $193,939 for the year ended December 31, 2004, an increase
of $482,596, primarily as a result of non-cash charges of $386,484 incurred as a
result of the amortization of the discount and costs related to the Debentures
that were issued in December 2004 and January 2005, interest expense calculated
on the Remaining Indebtedness on the Finova notes payable of $146,317, and
default interest expense of $79,500 as a result of the Company's failure to
timely file and have declared effective a registration statement with the
Securities and Exchange Commission to register the shares of common issuable
upon conversion of the Debentures. The registration statement was filed with the
Securities and Exchange Commission on July 20, 2005 and, as amended, was
declared effective on February 13, 2006.

Loss from Continuing Operations. As a result of the aforementioned factors, loss
from continuing operations was $1,765,737 for the year ended December 31, 2005,
as compared to a loss from continuing operations of $1,353,065 for the year
ended December 31, 2004.

Income from Discontinued Operations. Income from discontinued operations was
$742,785 for the year ended December 31, 2005, as compared to income from
discontinued operations of $26,884 for the year ended December 31, 2004,
relating to the Company's former ride simulator business, which was terminated
effective December 31, 2003.

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

During 2005, the Company liquidated assets related to its discontinued
operations for a cash payment of $25,000, incurred legal fees with respect to
the litigation on its former Las Vegas ride facility, adjusted certain accruals
related to its discontinued operations, and settled various obligations at a
reduced amount with respect to its discontinued operations, as a result of which
the Company recorded $66,128 of income from discontinued operations in the
statement of operations for the year ended December 31, 2005.

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.

                                      -21-

<PAGE>

Loss from Closure of Discontinued Operations. During 2004, the Company recorded
costs related to the closure of discontinued operations of $291,184, which were
reflected as loss from closure of discontinued operations for the year ended
December 31, 2004. The Company did not have any similar costs in 2005.

Income (Loss) from Discontinued Operations. As a result of the aforementioned
factors, income from discontinued operations was $742,785 for the year ended
December 31, 2005, as compared to a loss from discontinued operations of
$264,300 for the year ended December 31, 2004.

Net Loss. As a result of the aforementioned factors, net loss was $1,022,952 for
the year ended December 31, 2005, as compared to a net loss of $1,617,365 for
the year ended December 31, 2004.


Liquidity and Capital Resources - December 31, 2005:

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 show
ticketing business. During December 2004, the Company issued a convertible
debenture with a face value of $250,000, with interest at 5%, which generated
net proceeds to the Company of $200,000. The Company issued another convertible
debenture for $280,000 during January 2005 and received net proceeds of
$239,300. The Debentures were originally scheduled to mature on March 7, 2006.
Based on the maturity date of the Debentures, the Debentures were classified in
the Company's balance sheet as non-current liabilities at December 31, 2004 and
as current liabilities at December 31, 2005.

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

Going Concern:

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

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

Operating Activities. Operating activities generated cash of $289,506 during the
year ended December 31, 2005, as compared to utilizing cash of $534,323 during
the year ended December 31, 2004, primarily as a result of an increase in
accounts payable and accrued liabilities and amortization of deferred loan costs
in 2005. In addition, cash flows from operating activities for the year ended
December 31, 2005 included non-recurring sources of cash generated from both
continuing and discontinued operations of $175,000 (see "Results of Operations"
above). At December 31, 2005, the Company had cash of $315,763 as compared to
cash of $131,186 at December 31, 2004.

                                      -22-
<PAGE>

The Company had a working capital deficiency of $2,766,621 at December 31, 2005,
as compared to $1,265,185 at December 31, 2004, primarily as a result of an
increase in accounts payable and accrued liabilities and the classification of
the Debentures issued in December 2004 and January 2005 and the Finova notes
payable as current liabilities at December 31, 2005. Accounts payable and
accrued liabilities at December 31, 2005 and December 31, 2004 included $65,726
and $41,594, respectively, of accrued compensation due to the Company's Chief
Executive Officer.

Investing Activities. For the year ended December 31, 2005, investing activities
utilized net cash of $220,925 for the purchases of property and equipment. For
the year ended December 31, 2004, investing activities generated net cash of
$370,342, consisting of distributions and reimbursements from Tickets2Nite of
$457,179, reduced by the purchases of property and equipment of $86,837.

Financing Activities. For the year ended December 31, 2005, financing activities
generated net cash of $115,996, consisting of the net proceeds from the issuance
of a convertible debenture of $239,300, reduced by payments on notes payable of
$61,559 and payments on capital lease obligations of $61,745. For the year ended
December 31, 2004, financing activities generated net cash of $203,856,
consisting of $225,000 from the issuance of the Company's securities and net
proceeds from the issuance of a convertible debenture of $200,000, reduced by
repayment of a bank line of credit of $174,000, payments on notes payable of
$5,682 and payments on capital lease obligations of $41,462.

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.

In addition, on December 7, 2004, the Company entered into a financing
transaction with Cornell Capital Partners, LP ("Cornell") under which Cornell,
at the request of the Company, will periodically purchase up to $10,000,000 of
the Company's common stock over 24 months pursuant to a Standby Equity
Distribution Agreement. The Company has the right to decide if it will sell
stock, and the timing and amount of stock sold to Cornell, with the purchase
price based upon the market price of the Company's common stock at the time of
each sale, subject to the satisfaction of certain conditions, including the
Securities and Exchange Commission ("SEC") having declared effective a
registration statement covering the shares of common stock that may be purchased
by Cornell. Such registration statement was declared effective by the SEC on
February 13, 2006 (see "Issuance of Convertible Debentures and Standby Equity
Distribution Agreement" below).

Issuance of Convertible Debentures and Standby Equity Distribution Agreement:

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

Interest on the Debentures was originally due at the maturity date but is now
payable monthly (see below) in cash or common stock, at the option of holder.
The Debentures are secured by all of the assets and property of the Company. At
the option of the holder, the Debentures are convertible from time to time after
nine months from the date of closing into the Company's common stock at a price
per share of either (a) an amount equal to one hundred twenty percent (120%) of
the volume weighted average price of the Common Stock as listed on the National
Association of Securities Dealers, Inc.'s Over-The-Counter Bulletin Board, as
quoted by Bloomberg, L.P. on the closing date or (b) an amount equal to eighty
percent (80%) of the average volume weighted average price of the

                                      -23-

<PAGE>

Company's Common Stock, as quoted by Bloomberg, L.P. for the five (5) trading
days immediately preceding the conversion date. Notwithstanding the foregoing,
at no time shall the conversion price be less than $0.25 per share. The Company
has an option to redeem all or a portion of the outstanding Debentures at a
redemption price of one hundred twenty percent (120%) of the amount redeemed
plus accrued interest.

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

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

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

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

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

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

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

                                      -24-

<PAGE>

The Company has also agreed to pay interest on the Debenture's outstanding
balance monthly and to redeem one third of the loan balance plus the redemption
premium each on April 1, 2006, June 1, 2006 and August 1, 2006. The Company
expects to repay the remaining balance of the Debentures of approximately
$505,000, after reduction for the $25,000 principal balance converted into
shares of common stock, as well as the estimated redemption premium of $101,000,
through funds generated from the issuance of debt and/or the sale of equity
securities. Although the Company expects to be able to raise the capital
necessary to repay the Debentures and pay the redemption premium, there can be
no assurances that the Company will be successful in this regard.

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

Cornell received 290,000 shares of the Company's common stock as a commitment
fee and received an additional 290,000 shares of the Company's common stock
on the first year anniversary of the Standby Equity Distribution Agreement.
Newbridge Securities Corporation ("Newbridge") will serve as exclusive placement
agent for the sale of the shares of common stock. In consideration for
Newbridge's services, Newbridge received 20,000 shares of the Company's
common stock. The shares of common stock issued to Cornell and Newbridge were
recorded at par value of $0.08 per share, of which $23,200 and $24,800 were
recorded during the years ended December 31, 2005 and 2004, respectively, and
were included in deferred offering costs in the Company's balance sheet at
December 31, 2005 and 2004.

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

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

Registration Rights. The Company was obligated to register the shares of common
stock that would be issued upon exercise of the warrant and conversion of the
Debentures (the "Registrable Securities"). The Company was originally obligated
to prepare and file, no later than forty-five (45) days from November 4, 2004
(the "Scheduled Filing Deadline"), with the SEC a registration statement on Form
S-1 or SB-2 (or, if the Company is then eligible, on Form S-3) under the 1933
Act (the "Initial Registration Statement") for the registration for the resale
by all investors who purchased Debentures or the Company's

                                      -25-

<PAGE>

Warrant. The Company was required to use its best efforts (i) to have the
Initial Registration Statement declared effective by the SEC no later than one
hundred twenty (120) days after the date of filing (the "Scheduled Effective
Deadline") and (ii) to insure that the Initial Registration Statement and any
subsequent Registration Statement remains in effect until all of the Registrable
Securities have been sold. The Company would be in default if the Initial
Registration Statement was not declared effective by the SEC within one hundred
twenty (120) days after filing thereof.

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

On July 20, 2005, the Company filed a Registration Statement on Form SB-2 with
the SEC to register the shares of common stock that may be purchased by Cornell
under the Standby Equity Distribution Agreement, as well as the shares of common
stock with respect to the Company's commitments to Advantage, Newbridge and
Knightsbridge. The Registration Statement, as amended, was declared effective by
the SEC on February 13, 2006. It is the Company's current intention to
periodically sell shares of common stock to Cornell under the Standby Equity
Distribution Agreement to fund the Company's operations and financial
commitments, subject to the trading activity and trading range of the Company's
common stock, as well as general market conditions.

Transactions with Primary Secured Lender:

On December 31, 1996, the Company completed a financing agreement with Finova
Technology Finance, Inc. ("Finova"), 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.

                                      -26-

<PAGE>

Effective October 29, 2004, the Company entered into a Forbearance Agreement
with the lender which provided for the Company to repay the lender its aggregate
obligation of $956,439 at September 30, 2004 as follows: (i) $175,000 of the
$956,439 (the "Discounted Amount"), to be paid commencing November 1, 2004, and
on the first day of each consecutive month, by payment of $3,000 to the lender,
to be applied first against interest accruing for the prior month at the rate of
7.5% per annum, and then, to the extent available, as a reduction of the
$175,000 principal balance; (ii) on December 1, 2006, the unpaid principal
balance of the $175,000, plus accrued and unpaid interest, to be fully due and
payable; and (iii) the $175,000 and any unpaid accrued interest may be paid by
the Company at any time prior to December 1, 2006. The remaining indebtedness in
excess of the $175,000 in the amount of $781,439 (the "Remaining Indebtedness")
will continue to bear interest at 16.64% per annum, but will be deemed fully
satisfied if the Company pays the lender the entire $175,000, with interest, as
specified above. In conjunction with this agreement, the Company also assigned
to the lender as additional collateral its interest in and rights to a key man
life insurance policy on the Company's 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, 2005,
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. At December 31, 2005, the balance of the Discounted
Amount was $119,759.

Principal Commitments:

At December 31, 2005, the Company did not have any material commitments for
capital expenditures. The Company's principal commitments for the next five
fiscal years consisted of contractual commitments as summarized below. The
summary shown below assumes that the Company will repay the Discounted Amount of
its note payable obligation to Finova in full on a timely basis, and that the
Remaining Indebtedness will therefore be canceled without any further cash
payment by the Company.

<TABLE>
<CAPTION>

                                            ---------------------------------------------------------------------------
                                                                       Payments Due by Year
                                            ---------------------------------------------------------------------------

Contractual cash obligations                      Total          2006           2007         2008       2009      2010
----------------------------                      -----          ----           ----         ----       ----      ----
<S>                                            <C>           <C>             <C>         <C>         <C>       <C>



Debentures payable, including
  redemption premium                           $  606,000    $  606,000      $        -  $        -  $      -  $      -
Note payable - Finova
  (Discounted Amount)                             119,759       119,759               -           -         -         -

Note payable - other                               12,000        12,000               -           -         -         -

Other contractual obligations                      25,000        25,000               -           -         -         -

Employment agreement                              892,760       229,167         293,333     316,800    53,460         -

Capital lease obligations                         356,594       107,045          75,521      60,155    55,931    57,942

Operating lease obligations                     3,632,865       834,842         800,016     855,752   774,792   367,463
                                               ----------    ----------      ----------  ----------  --------  --------

Total contractual cash
  obligations                                  $5,644,978    $1,933,813      $1,168,870  $1,232,707  $884,183  $425,405
                                               ==========    ==========      ==========  ==========  ========  ========
</TABLE>



                                      -27-

<PAGE>

Off-Balance Sheet Arrangements:

At December 31, 2005, the Company did not have any transactions, obligations or
relationships that could be considered off-balance sheet arrangements.

Recent Accounting Pronouncements and Developments:

In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share Based
Payment" ("SFAS No. 123R"), a revision to SFAS No. 123, "Accounting for
Stock-Based Compensation". SFAS No. 123R supercedes Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees", and amends SFAS No.
95, "Statement of Cash Flows". SFAS No. 123R requires that the Company measure
the cost of employee services received in exchange for equity awards based on
the grant date fair value of the awards. The cost will be recognized as
compensation expense over the vesting period of the awards. The Company is
required to adopt SFAS No. 123R effective January 1, 2006. 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. The pro
forma disclosures previously permitted under SFAS No. 123 will no longer be an
alternative to financial statement recognition. 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.

Public companies are permitted to adopt the requirements of SFAS No. 123R using
one of two methods:

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

(2) A "modified retrospective" method which includes the requirements of the
modified prospective method described above, but also permits entities to
restate based on the amounts previously recognized under FASB No. 123 for
purposes of pro forma disclosures for either (a) all prior periods presented or
(b) prior interim periods of the year of adoption.

The Company adopted SFAS No. 123R effective January 1, 2006 and will use the
modified prospective method in which compensation cost is recognized beginning
with the effective date (a) based on the requirements of SFAS No. 123R for all
share-based payments granted after the effective date and (b) based on the
requirements of SFAS No. 123R for all awards granted to employees prior to the
effective date of SFAS No. 123R that remain unvested on the effective date. The
Company did not have any unvested options outstanding at December 31, 2005.
Although the expense for stock options that may be granted in future periods
cannot be determined at this time due to the uncertainty of the timing of future
grants, the Company's future stock price, and the related Black-Scholes fair
value calculation, the adoption of SFAS No. 123R will have material effect on
the Company's future financial statements.

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

                                      -28-

<PAGE>

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


ITEM 7.   FINANCIAL STATEMENTS

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

The Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including its principal executive and
financial officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures as of the end of the period covered
by this report. Based upon and as of the date of that evaluation, the Company's
principal executive and financial officer concluded that the Company's
disclosure controls and procedures are effective to ensure that information
required to be disclosed in the reports the Company files and submits under the
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission's rules and
forms. The Company's principal executive and financial officer concluded that
the Company had made significant progress in correcting a material weakness in
the Company's internal controls relating to the recording and disclosing of
equity-based transactions on a timely basis, by increasing the staffing and
resources allocated to its accounting department and by reviewing and revising
its internal accounting policies and procedures.

(b) Changes in Internal Controls

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


ITEM 8B.   OTHER INFORMATION

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

                                      -29-

<PAGE>

located between Caesar's Palace Hotel and Casino and the Mirage Hotel on the Las
Vegas Strip.

Beginning in early 2003, the Forum Shops had been engaged in construction
related to an expansion program immediately adjacent to the Company's Las Vegas
ride facility, which the Company believed negatively impacted customer traffic
and operating conditions at this ride facility during 2003. The Company had been
in discussions with the management of the Forum Shops regarding this issue, as a
result of which the Company suspended the payment of rent on the Las Vegas ride
facility lease during mid-2003.

During October 2003, the Forum Shops commenced litigation against the Company to
collect back rent and to evict the Company's ride facility and terminate the
Company's lease, in an action entitled Forum Developers Limited v. Cinema Ride,
Inc., District Court of Clark County, Nevada (Case No. A474243).

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

See "ITEM 3. LEGAL PROCEEDINGS" for additional information with regard to this
matter.

                                      -30-


<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 15, 2006. 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.

Name                   Age     Position(s)
----                   ---     -----------

Mitch Francis           51     Chairman of the Board of Directors, President,
                               Chief Executive Officer and Chief Financial
                               Officer

Kimberly Simon          38     Vice President of Operations

Benjamin Frankel        70     Director

Norman Feirstein        57     Director


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 Securities
and Exchange Commission 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:

Mitch 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 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.

                                      -31-

<PAGE>

Kimberly Simon. Ms. Simon has been employed by the Company for nearly eight
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 graduated from Northern Illinois University with a Bachelor's Degree.

Benjamin Frankel. Mr. Frankel has been a director of the Company since March 17,
1995. Mr. Frankel is a certified public accountant and was a partner in the
accounting firm of Frankel, Lodgen, Lacher, Golditch, Sardi & Howard and its
predecessors from 1965 through 2005. In 2006, Mr. Frankel left his former firm
and formed Frankel, LoPresti & Co., an accountancy corporation.

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 the Company's knowledge based solely on its review of the copies of the
Section 16(a) reports furnished to the Company and written representations to
the Company 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 2005, except as
follows:

Benjamin Frankel did not timely file various Form 4's with respect to the
issuance of shares of common stock to him and the sale of shares of common stock
by him.

Gang Consulting Inc. did not timely file various Form 4's with respect to the
issuance of shares of common stock to such firm, the issuance, cancellation and
exercise of warrants by such firm, and the sale of shares of common stock by
such firm.

Family Relationships among Directors and Executive Officers:

There were no family relationships among directors and executive officers during
the years ended December 31, 2003, 2004 and 2005.

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, 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

                                      -32-

<PAGE>

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 filing under a Current Report on Form 8-K 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 Company's senior executive officers during the years
ended December 31, 2005, 2004 and 2003. No other executive officer had total
compensation exceeding $100,000 during the years ended December 31, 2005, 2004
and 2003.


                           Summary Compensation Table
                           --------------------------

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

Mitch Francis (5)             2005    $275,000        $70,976 (1)          -
Chairman of the Board         2004     275,000         66,836 (2)          -
of Directors, President,      2003     275,000         62,451 (3)    $55,115 (4)
Chief Executive Officer,
and Chief Financial Officer

Kimberly Simon                2005     $94,231        $26,352 (6)          -
Vice President of             2004      72,116         15,618 (7)          -
Operations                    2003      77,885          9,418 (8)    $16,500 (9)

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

(1) Includes $4,574 of disability insurance premiums, $18,689 of automobile
expense, $9,513 of life insurance premiums, $6,101 of long-term care insurance,
$17,194 of medical insurance premiums, and $14,905 of 401(k) plan contributions
paid to or on behalf of Mr. Francis in 2005.
(2) Includes $3,660 of disability insurance premiums, $19,461 of automobile
expense, $11,539 of life insurance premiums, $6,101 of long-term care insurance,
$13,260 of medical insurance premiums, and $12,815 of 401(k) plan contributions
paid to or on behalf of Mr. Francis in 2004.
(3) Includes $4,997 of disability insurance premiums, $18,127 of automobile
expense, $7,727 of life insurance premiums, $6,101 of long-term care insurance,
$13,288 of medical insurance premiums, and $12,211 of 401(k) plan contributions
paid to or on behalf of Mr. Francis in 2003.
(4) Represents the fair market value of 509,500 shares of common stock issued to
Mr. Francis in 2003 as a bonus for capital raising efforts and creation and
implementation of the discount ticket business pursuant to his employment
agreement.
(5) Compensation to Mr. Francis has been paid to Francis Development Inc., a
company founded and controlled by Mr. Francis.

                                      -33-

<PAGE>

(6) Includes $18,300 of bonuses, $5,348 of automobile expense, $1,810 of medical
insurance premiums and $894 of 401(k) plan contributions paid to or on behalf of
Ms. Simon in 2005.
(7) Includes $7,800 of bonuses, $5,268 of automobile expense, $1,800 of medical
insurance premiums and $750 of 401(k) plan contributions paid to or on behalf of
Ms. Simon in 2004.
(8) Includes $1,600 of bonuses, $5,268 of automobile expense, $1,800 of medical
insurance premiums, and $750 of 401(k) plan contributions paid to or on behalf
of Ms. Simon in 2003.
(9) Represents the fair market value of 150,000 shares of common stock issued to
Ms. Simon in 2003.

Meetings and Committees of the Board of Directors:

During the year ended December 31, 2005, 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 and agreements 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 may
in the future attempt to add a qualified board member to serve as an audit
committee financial expert in the future, subject to its ability to locate and
compensate such a person.

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.

Employment Agreements:

Effective March 1, 2006, the Company entered in a three-year employment
agreement with Mitch Francis, its President and Chief Executive Officer, to
serve as Chairman of the Board of Directors, President and Chief Executive
Officer. The agreement provides for a

                                      -34-

<PAGE>

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

Severance Agreement:

Effective December 12, 2002, the Company entered into a severance agreement with
Kimberly Simon, its Vice President of Operations, which provides for
compensation varying from one month to six months of her salary and benefits at
the time of termination, depending on circumstances.

Long-Term Incentive Plans:

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

2004 Option Plan:

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, 2005.

2004 Directors Option Plan:

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, 2005.

                                      -35-

<PAGE>

During the years ended December 31, 2003, 2004 and 2005, the Company did not
grant any stock options under any plans.

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 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 July 9, 2003, the Company issued 50,000 shares of common stock to Kimberly
Simon as a bonus. 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 as a bonus. The fair market value of such shares of $10,000 was
charged to operations during the year ended December 31, 2003.

Mitch Francis:

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 year ended December 31, 2003, the Company issued 9,500 shares of
common stock to Mr. Francis with a fair market value of $5,115 as a bonus for
capital raising efforts pursuant to his employment agreement.

On October 10, 2003, the Company repaid $80,000 of advances provided by Mr.
Francis to the Company by issuing 800,000 shares of common stock to him. In
addition, on October 10, 2003, the Company issued Mr. Francis 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 Mr.
Francis 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, 2005 is presented below. No stock options under any
option plan were issued or exercised during 2003, 2004 or 2005.

                                      -36-

<PAGE>

                      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:

Kimberly Simon              -         1,000    $0.39      $  -       $     -

Employees                   -           500     0.39         -             -


Non-Plan Stock Options
  and Warrants:

Mitch Francis
  Warrants                  -       615,384     0.13         -        86,154

Kimberly Simon
  Stock Options             -       150,000     0.15         -        18,000
  Warrants                  -        50,000     0.41         -             -

Former employee
  Stock Options             -        60,000     0.15         -         7,200

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

(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 $0.27 per share at December 31, 2005.


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 15, 2006, the Company had a total of 12,635,184 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 15, 2006: (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,

                                      -37-

<PAGE>

except as otherwise indicated. Beneficial ownership consists of a direct
interest in the shares of common stock, except as otherwise indicated.

                                                           Percent of
Name and Address             Amount and Nature of       Shares of Common
of Beneficial Owner          Beneficial Ownership       Stock Outstanding (2)
-------------------          --------------------       --------------------

Mitch Francis (1)                3,952,329 (3)                 29.8%

Kimberly Simon (1)                 656,000 (4)                  5.1%

Benjamin Frankel (1)               495,000                      3.9%

Norman Feirstein (1)               400,000                      3.2%

All directors and                5,503,329 (5)                 40.9%
executive officers
as a group (4 persons)

Gang Consulting Inc.             1,208,375 (6)                  9.2%
1110 Bennet Drive
Port Coquitla
British Columbia V3C 6C5
Canada

Advantage Capital Development
  Corp.                          2,213,563 (7)                 15.0%
19066 N.E. 29th Avenue
Aventura, Florida 33180

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

(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 15, 2006, 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 15, 2006.
(3) Includes 3,336,945 shares of common stock owned by Mr. Francis and 615,384
shares of common stock issuable upon exercise of warrants granted to Mr.
Francis. Excludes 4,688 shares of common stock owned by Sandra Francis, the wife
of Mr. Francis, as to which Mr. Francis disclaims beneficial ownership.
(4) Includes 455,000 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 4,686,945 shares of common stock owned by officers and directors
and 816,384 shares of common stock issuable upon exercise of stock options and
warrants granted to officers and directors.
(6) Includes 808,375 shares of common stock and 400,000 shares of common stock
issuable upon exercise of warrants granted to Gang Consulting Inc.
(7) Consists of 93,563 shares of common stock, 2,020,000 shares of common stock
issuable upon conversion of 5% secured convertible subordinated debentures, and
100,000 shares of common stock issuable upon exercise of warrants.

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".


                                      -38-

<PAGE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During 2005, 2004 and 2003, Benjamin Frankel, a director of the Company, was a
partner in the accounting firm of Frankel, Lodgen, Lacher, Golditch, Sardi &
Howard. During the years ended December 31, 2005, 2004 and 2003, the Company
incurred fees to Frankel, Lodgen, Lacher, Golditch, Sardi & Howard of $76,419,
$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 "ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS -
CONSULTANT STOCK PLAN".

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 as a bonus for capital raising efforts pursuant to his then employment
agreement.

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, 2005 and 2004. 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 Quarterly
Reports on Form 10-QSB. Weinberg & Co. also provided services with respect to
the filing of the Company's Registration Statement on Form SB-2, and amendments
thereto, during 2005. Charges by Weinberg with respect to these matters
aggregated approximately $111,000 and $41,000, respectively, for the years ended
December 31, 2005 and 2004.

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.

                                      -39-

<PAGE>


Pre-Approval Policies and Procedures:

The Audit Committee meets telephonically to periodically 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.

                                      -40-

<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:  March 28, 2006                         By:  /s/ MITCH FRANCIS
                                                   ---------------------------
                                                   Mitch 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:  March 28, 2006                         By:  /s/ MITCH FRANCIS
                                                   ---------------------------
                                                   Mitch Francis
                                                   Chief Executive Officer,
                                                   President, Chief Financial
                                                   Officer and Chairman of the
                                                   Board of Directors





Date:  March 28, 2006                         By:  /s/ BENJAMIN FRANKEL
                                                   ---------------------------
                                                   Benjamin Frankel
                                                   Director






Date:  March 28, 2006                         By:  /s/ NORMAN FEIRSTEIN
                                                   ---------------------------
                                                   Norman Feirstein
                                                   Director

                                      -41-

<PAGE>

                        TIX CORPORATION AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



                                                                            PAGE
                                                                            ----

Report of Independent Registered Public Accounting Firm                      F-2

Consolidated Financial Statements:

     Consolidated Balance Sheets - December 31, 2005 and 2004                F-3

     Consolidated Statements of Operations - Years Ended December 31,
        2005 and 2004                                                        F-5

     Consolidated Statements of Stockholders' Deficiency - Years Ended
        December 31, 2005 and 2004                                           F-6

     Consolidated Statements of Cash Flows - Years Ended December 31, 2005
        and 2004                                                             F-7

     Notes to Consolidated Financial Statements - Years Ended December 31,
        2005 and 2004                                                        F-9

                                      F-1
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACOUNTING FIRM

The Board of Directors
Tix Corporation

      We have audited the accompanying consolidated balance sheets of Tix
Corporation and Subsidiaries (the "Company") as of December 31, 2005 and 2004,
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 and Subsidiaries as of December 31, 2005 and 2004, 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
$1,022,952 for the year ended December 31, 2005, and had a working capital
deficiency of $2,766,621 and a stockholders' deficiency of $2,399,569 at
December 31, 2005. 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.


/s/ WEINBERG & COMPANY, P.A.

Los Angeles, California
March 23, 2006

                                      F-2
<PAGE>

                        TIX CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                           DECEMBER 31, 2005 AND 2004



                                     ASSETS
<TABLE>
<CAPTION>
                                                                 2005             2004
                                                            ------------    -------------
<S>                                                         <C>             <C>
Current assets:
     Cash                                                   $    315,763    $     131,186
     Prepaid accounting fee to related party                       8,758           39,279
     Prepaid expenses and other current assets                    20,695           39,583
     Assets related to discontinued operations                         -              588
                                                            ------------    -------------
         Total current assets                                    345,216          210,636
                                                            ------------    -------------

Property and equipment:
     Office equipment and furniture                              188,728          165,039
     Equipment under capital lease                               387,341          155,581
     Leasehold improvements                                      251,216           93,045
                                                            ------------    -------------
                                                                 827,285          413,665
     Less accumulated depreciation and amortization             (245,165)        (143,381)
                                                            -------------   --------------
         Total property and equipment, net                       582,120          270,284
                                                            ------------    -------------

Other assets:
     Deferred offering costs                                      58,000           29,800
     Deposits                                                     56,196           43,026
                                                            ------------    -------------
         Total other assets                                      114,196           72,826
                                                            ------------    -------------

                                                            $  1,041,532    $     553,746
                                                            ============    =============

</TABLE>

                                   (continued)


                                      F-3
<PAGE>

                        TIX CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS (continued)

                           DECEMBER 31, 2005 AND 2004



                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

<TABLE>
<CAPTION>
                                                                                   2005             2004
                                                                               ------------     ------------
<S>                                                                            <C>              <C>

Current liabilities:
     Accounts payable and accrued liabilities                                  $  1,656,448     $    748,865
     Current portion of capital lease obligations                                    76,007           50,473
     Current portion of notes payable                                               913,198           23,954
     Debentures payable, net of discount                                            465,584                -
     Liabilities related to discontinued operations                                     600          652,529
                                                                               ------------     ------------
          Total current liabilities                                               3,111,837        1,475,821
                                                                               ------------     ------------

Non-current liabilities:
     Capital lease obligations, less current portion                                194,997           50,517
     Notes payable, less current portion                                                  -          926,803
     Debentures payable, net of discount                                                  -          111,400
     Deferred rent                                                                  134,267                -
                                                                               ------------     ------------
          Total non-current liabilities                                             329,264        1,088,720
                                                                               ------------     ------------

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;
        11,166,621 shares and 10,011,237 shares issued and outstanding
        at December 31, 2005 and 2004, respectively                                 893,330          800,899
     Additional paid-in capital                                                  12,155,991       11,594,244
     Deferred compensation                                                          (35,000)         (15,000)
     Accumulated deficit                                                        (15,413,890)     (14,390,938)
                                                                               ------------     ------------
        Total stockholders' deficiency                                           (2,399,569)      (2,010,795)
                                                                               ------------     ------------
                                                                               $  1,041,532     $    553,746
                                                                               ============     ============
</TABLE>



          See accompanying notes to consolidated financial statements.


                                      F-4
<PAGE>

                        TIX CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                     YEARS ENDED DECEMBER 31, 2005 AND 2004

<TABLE>
<CAPTION>
                                                                                  2005            2004
                                                                               -----------    -----------
<S>                                                                            <C>            <C>

Revenues                                                                       $ 2,695,191    $ 1,557,459
                                                                               -----------    -----------
Operating expenses:
    Direct costs of revenues                                                     1,510,191        800,268
    Selling and marketing expenses                                                 326,439        366,461
    General and administrative expenses, including
      non-cash compensation expense of $237,996
      in 2005 and $264,650 in 2004                                               1,906,983      1,488,312
     Depreciation and amortization                                                 108,612         61,556
                                                                               -----------    -----------
         Total costs and expenses                                                3,852,225      2,716,597
                                                                               -----------    -----------
Loss from operations                                                            (1,157,034)    (1,159,138)
                                                                               -----------    -----------
Other income (expense):
     Other income                                                                  100,000              -
     Loss on disposal of fixed assets                                              (32,237)             -
     Interest income                                                                    69             12
     Interest expense                                                             (676,535)      (193,939)
                                                                               -----------    -----------
         Other expense, net                                                       (608,703)      (193,927)
                                                                               -----------    -----------
Loss from continuing operations                                                 (1,765,737)    (1,353,065)
                                                                               -----------    -----------
Income (loss) from discontinued operations:
     Income from discontinued operations, primarily
         non-cash gain resulting from settlement of debts                          742,785         26,884
     Loss from closure of discontinued operations                                        -       (291,184)
                                                                               -----------    -----------

         Income (loss) from discontinued operations                                742,785       (264,300)
                                                                               -----------    -----------

Net loss                                                                       $(1,022,952)   $(1,617,365)
                                                                               ===========    ===========

Net income (loss) per common share - basic and diluted:
   Loss from continuing operations                                             $     (0.17)   $     (0.14)
   Income from discontinued operations                                                0.07              -
   Loss from closure of discontinued operations                                          -          (0.03)
                                                                               -----------    -----------
   Net loss per common share                                                   $     (0.10)   $     (0.17)
                                                                               ===========    ===========

Weighted average number of common shares outstanding
    - basic and diluted                                                         10,744,712      9,276,144
                                                                               ===========    ===========
</TABLE>



          See accompanying notes to consolidated financial statements.

                                      F-5
<PAGE>

                        TIX CORPORATION AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY

                     YEARS ENDED DECEMBER 31, 2005 AND 2004

<TABLE>
<CAPTION>

                                         Common stock            Additional                                        Total
                                    ----------------------        Paid-in          Deferred      Accumulated     Stockholders'
                                      Shares      Amount          Capital        Compensation      Deficit        Deficiency
                                   ----------    --------       ------------     -------------  -------------   --------------
<S>                                <C>           <C>             <C>             <C>            <C>             <C>

Balance, January 1, 2004            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
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
Amortization of deferred
   compensation                                                                    20,000                            20,000
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)

Issuance of common stock
   to consultants                     176,000      14,080             38,920      (35,000)                           18,000
Issuance of common stock
   for loan referral fee              448,000      35,840            165,760                                        201,600
Issuance of warrants to
   consultants                                                       176,600                                        176,600
Beneficial conversion feature
   of Debenture                                                       70,000                                         70,000
Issuance of common stock
   and warrants and
   adjustment of warrant
   exercise price to law firm
   as settlement of accrued
   legal fees and for legal
   expenses                           241,384      19,311            110,467                                        129,778
Issuance of common stock
   for deferred offering costs        290,000      23,200                                                            23,200
Amortization of deferred
   compensation                                                                    15,000                            15,000
Net loss                                                                                          (1,022,952)    (1,022,952)
                                   ----------    --------        -----------     --------       ------------    -----------
Balance, December 31, 2005         11,166,621    $893,330        $12,155,991     $(35,000)      $(15,413,890)   $(2,399,569)
                                   ==========    ========        ===========     ========       ============    ===========

</TABLE>


          See accompanying notes to consolidated financial statements.

                                      F-6
<PAGE>

                        TIX CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                     YEARS ENDED DECEMBER 31, 2005 AND 2004

<TABLE>
<CAPTION>

                                                                                       2005                2004
                                                                                    -----------        -----------
<S>                                                                                 <C>                <C>
Cash flows from operating activities:
     Net loss                                                                       $(1,022,952)       $(1,617,365)
     Adjustments to reconcile net loss to cash provided by (used in)
       operating activities:
         Depreciation and amortization                                                  108,612             61,556
         Loss on disposal of fixed assets                                                32,236                  -
         Cancellation of common stock issued for services                                     -             (2,500)
         Deferred rent                                                                  134,267                  -
         Common stock and warrants issued for services                                  222,996            297,150
         Gain on settlement of debts - discontinued operations                         (691,689)           (26,884)
         Amortization of prepaid accounting fee                                          30,521             48,566
         Amortization of deferred compensation                                           15,000             20,000
         Amortization of deferred loan costs                                            386,484              9,900
         Changes in operating assets and liabilities:
              (Increase) decrease in:
                Prepaid expenses and other current assets                                19,476            (23,315)
                Deposits and other assets                                               (13,170)            (7,997)
              Increase (decrease) in:
                Accounts payable and accrued expenses                                 1,073,670            580,705
                Liabilities related to discontinued operations                           (5,945)           125,861
                                                                                    -----------        -----------
Net cash provided by (used in) operating activities                                     289,506           (534,323)
                                                                                    -----------        -----------
Cash flows from investing activities:
     Distributions and reimbursements from
       terminated joint venture - Tickets2Nite                                                -            457,179
     Purchases of property and equipment                                               (220,925)           (86,837)
                                                                                    -----------        -----------
     Net cash provided by (used in) investing activities                               (220,925)           370,342
                                                                                    -----------        -----------
</TABLE>


                                   (continued)


                                      F-7
<PAGE>

                        TIX CORPORATION AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

                     YEARS ENDED DECEMBER 31, 2005 AND 2004

<TABLE>
<CAPTION>
                                                                                       2005                2004
                                                                                    -----------        -----------
<S>                                                                                 <C>                <C>

Cash flows from financing activities:
     Repayment of bank of line of credit                                                      -           (174,000)
     Payments on notes payable                                                          (61,559)            (5,682)
     Payments on capital lease obligations                                              (61,745)           (41,462)
     Proceeds from sale of common stock                                                       -            200,000
     Proceeds from exercise of warrants                                                       -             25,000
     Net proceeds from convertible debenture                                            239,300            200,000
                                                                                    -----------        -----------
     Net cash provided by financing activities                                          115,996            203,856
                                                                                    -----------        -----------
Cash:
     Net increase                                                                       184,577             39,875
     Balance at beginning of year                                                       131,186             91,311
                                                                                    -----------        -----------
     Balance at end of year                                                         $   315,763        $   131,186
                                                                                    ===========        ===========

Supplemental disclosures of cash flow information:
    Cash paid for:
       Income taxes                                                                 $         -        $     1,871
                                                                                    ===========        ===========
       Interest                                                                     $   106,635        $    42,268
                                                                                    ===========        ===========

Non-cash financing and investing activities:

Conversion of accounts payable to notes payable                                     $    24,000        $         -
Acquisition of capital lease assets and related obligation                              231,759             13,652
Issuance of common stock for accounts payable                                           101,382             50,000
Issuance of common stock to director for:
    Accounts payable                                                                          -             74,155
    Prepaid services                                                                          -             87,845
Issuance of common stock for deferred offering costs                                     23,200             24,800
Issuance of common stock for loan referral fees                                         201,600                  -
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 convertible debenture                                   70,000             62,500

</TABLE>


          See accompanying notes to consolidated financial statements.

                                      F-8
<PAGE>

                        TIX CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2005 AND 2004


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 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. 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 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. As described at Note 11, in December 2005, the
          Company settled its litigation with the Forum Shops with respect to
          its former Las Vegas ride facility lease.

          Tickets2Nite, LLC: During 2002 and 2003, 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;


                                      F-9
<PAGE>

          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.

          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.

          Tix4Tonight, LLC: On January 1, 2004, the Company commenced the
          operation of a same-day discount ticket business at a different
          location and under a different name on the Las Vegas Strip through the
          formation of a wholly-owned Nevada limited liability company,
          Tix4Tonight, LLC, which was organized in December 2003. The Company
          owns 100% of the Tix4Tonight business, which was the Company's only
          source of operating revenues in 2004 and 2005. The operations of
          Tickets2Nite, LLC and Tix4Tonight, LLC are not directly comparable,
          since Tickets2Nite, LLC was accounted for under the equity method of
          accounting and Tix4Tonight, LLC is consolidated with the Company's
          operations. The Company's former partner in Tickets2Nite, LLC operates
          the same type of business in Las Vegas that competes with Tix4Tonight,
          LLC from one site on the Las Vegas Strip.

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

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

          During the year ended December 31, 2005, one hotel showroom and one
          other ticket source accounted for 14.0% and 11.6% of revenues,
          respectively. During the year ended December 31, 2004, one hotel
          showroom and two other ticket sources accounted for 11.7%, 11.1% and
          12.7% of revenues, respectively.




                                      F-10
<PAGE>

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

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

      Consolidation:
          The consolidated financial statements include the accounts of the
          Company and its wholly-owned subsidiaries. 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 related
          assets, which range from four to ten years. Leasehold improvements are
          amortized over the shorter of the expected useful lives of the related
          assets or the lease term.

      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.

      Cash 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, 2005.

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

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

          Statement of Financial Accounting Standards No. 123, "Accounting for
          Stock-Based Compensation" ("SFAS No. 123") established a fair value
          method of accounting for stock-based compensation plans and for
          transactions in which an entity acquires goods or services from
          non-employees in exchange for equity instruments. SFAS

                                      F-11
<PAGE>

          No. 123 was amended by Statement of Financial Accounting Standards No.
          148, "Accounting for Stock-Based Compensation - Transition and
          Disclosure", which required companies to disclose in interim financial
          statements the pro forma effect on net income (loss) and net income
          (loss) per common share of the estimated fair market value of stock
          options or warrants issued to employees. The Company has accounted 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.

          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. The fair value of stock options and warrants issued to
          officers, directors and employees at not less than fair market value
          of the Company's common stock on the date of grant is estimated using
          the Black-Scholes option-pricing model, and the effect on the
          Company's results of operations is shown as if such stock options and
          warrants had been accounted for pursuant to SFAS No. 123. During the
          years ended December 31, 2005 and 2004, the Company did not issue any
          such stock options and warrants and did not have any previously issued
          stock options or warrants that vested. According, no pro forma
          financial disclosure has been presented for the years ended December
          31, 2005 and 2004.

          In December 2004, the Financial Accounting Standards Board ("FASB")
          issued SFAS No. 123 (revised 2004), "Share Based Payment" ("SFAS No.
          123R"), a revision to SFAS No. 123, "Accounting for Stock-Based
          Compensation". SFAS No. 123R supercedes Accounting Principles Board
          Opinion No. 25, "Accounting for Stock Issued to Employees", and amends
          SFAS No. 95, "Statement of Cash Flows". SFAS No. 123R requires that
          the Company measure the cost of employee services received in exchange
          for equity awards based on the grant date fair value of the awards.
          The cost will be recognized as compensation expense over the vesting
          period of the awards. The Company is required to adopt SFAS No. 123R
          effective January 1, 2006. 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. The pro forma
          disclosures previously permitted under SFAS No. 123 will no longer be
          an alternative to financial statement recognition. 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.

          Public companies are permitted to adopt the requirements of SFAS No.
          123R using one of two methods:

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

          (2) A "modified retrospective" method which includes the requirements
          of the modified prospective method described above, but also permits
          entities to restate based on the amounts previously recognized under
          SFAS No. 123 for purposes of pro forma disclosures for either (a) all
          prior periods presented or (b) prior interim periods of the year of
          adoption.

          The Company adopted SFAS No. 123R effective January 1, 2006 and will
          use the modified prospective method in which compensation cost is
          recognized beginning with the effective date (a) based on the
          requirements of SFAS No. 123R for all share-based payments granted
          after the effective date and (b) based on the requirements of SFAS No.
          123R for all awards granted to employees prior to the effective date
          of SFAS No. 123R that remain unvested on the effective date. The
          Company did not have any unvested options outstanding at December 31,
          2005. Although the expense for stock options that may be granted in
          future periods cannot be determined at this time due to the
          uncertainty of the timing of future grants, the Company's future stock
          price,

                                      F-12
<PAGE>

          and the related Black-Scholes fair value calculation, the adoption of
          SFAS No. 123R will have a material effect on the Company's future
          financial statements.

      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 income
          (loss) per share is computed by dividing income (loss) available to
          common stockholders by the weighted average number of common shares
          outstanding during the period. Diluted earnings per share gives effect
          to all dilutive potential common shares outstanding during the period.
          These potentially dilutive securities were not included in the
          calculation of loss per share for the years ended December 31, 2005
          and 2004 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, 2005 and 2004. At December 31, 2005 and 2004, potentially dilutive
          securities consisted of convertible debentures payable and outstanding
          common stock purchase warrants and stock options to acquire an
          aggregate of 4,245,684 shares and 5,880,884 shares, respectively.

      Comprehensive Income (Loss):
          The Company has adopted the provisions of Statement of Financial
          Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS
          No. 130"). SFAS No. 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
          No. 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,
          2004 and 2005.

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

      Advertising Costs:
          Advertising costs are charged to operations as selling and marketing
          expenses at the time the costs are incurred. During the years ended
          December 31, 2005 and 2004, advertising costs were $293,296 and
          $336,996, respectively.

      Impairment of Long-Lived Assets:
          Statement of Financial Accounting Standards No. 144, "Accounting for
          the Impairment or Disposal of Long-Lived Assets" ("SFAS No. 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 No. 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
          $58,000 and $29,800 have been included in the consolidated balance
          sheets at December 31, 2005 and 2004, respectively, in connection with
          the Standby Equity Distribution Agreement entered into on December 7,
          2004. The related offering is expected to commence during 2006.

                                      F-13
<PAGE>

      Debt Issuance Costs:
          Direct costs incurred for the issuance of debt are recorded as a
          reduction to the related debt, 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 years ended December 31, 2005
          and 2004 was $386,484 and $9,900, respectively.


2.  Recent Accounting Pronouncements and Developments

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

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


3.  Discontinued Operations

      During 2005, the Company liquidated assets related to its discontinued
      operations for a cash payment of $25,000, incurred legal fees with respect
      to the litigation on its former Las Vegas ride facility, adjusted certain
      accruals related to its discontinued operations, and settled various
      obligations at a reduced amount with respect to its discontinued
      operations, as a result of which the Company recorded $66,128 of income
      from discontinued operations in the statement of operations for the year
      ended December 31, 2005.

      In December 2005, in connection with the settlement of litigation related
      to the Company's former Las Vegas ride facility (see Note 11), the Company
      recorded a gain of $676,657, of which $50,000 represented a cash
      settlement and $626,657 reflected a reduction in previously recorded
      accrued rent included in liabilities related to discontinued operations.

      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 5).

      During 2004, the Company recorded costs related to the closure of
      discontinued operations of $291,184, which were reflected as loss from
      closure of discontinued operations for the year ended December 31, 2004.




                                      F-14
<PAGE>


4.  Obligations under Capital Leases

      The Company has entered into various capital leases for equipment with
      monthly payments ranging from $63 to $2,506 per month, including interest,
      at interest rates ranging from 9.0% to 20.3% per annum. At December 31,
      2005, monthly payments under these leases aggregated $10,420. The leases
      expire at various dates through 2010.

      At December 31, 2005, property and equipment included assets under capital
      leases of $387,341, less accumulated amortization of $84,428.

      Minimum future payments under capital lease obligations are as follows:

<TABLE>
<CAPTION>
           Years Ending December 31,
           -------------------------
             <S>                                                                      <C>

             2006                                                                     $ 107,045
             2007                                                                        75,521
             2008                                                                        60,155
             2009                                                                        55,931
             2010                                                                        57,942
                                                                                      ---------
             Total payments                                                             356,594
             Amount representing interest                                               (85,590)
                                                                                      ---------
             Present value of minimum lease payments                                    271,004
             Less current portion                                                       (76,007)
                                                                                      ---------
             Non-current portion                                                      $ 194,997
                                                                                      =========
</TABLE>

5. Notes Payable

      Notes payable consisted of the following at December 31, 2005 and 2004:

<TABLE>
<CAPTION>
                                                                           2005          2004
                                                                        ---------     ---------
           <S>                                                          <C>           <C>

           Note payable, Finova (as modified October 29, 2004)
              - Discounted Amount                                       $ 119,759     $ 169,318
              - Remaining Indebtedness                                    781,439       781,439
           Notes payable, other                                            12,000             -
                                                                        ---------     ---------

                                                                          913,198       950,757
           Less current portion                                          (913,198)      (23,954)
                                                                        ---------     ---------
           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
      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.

                                      F-15
<PAGE>

      Effective October 29, 2004, the Company entered into a Forbearance
      Agreement with the lender which provided for the Company to repay the
      lender its aggregate obligation of $956,439 at September 30, 2004 as
      follows: (i) $175,000 of the $956,439 (the "Discounted Amount"), to be
      paid commencing November 1, 2004, and on the first day of each consecutive
      month, by payment of $3,000 to the lender, to be applied first against
      interest accruing for the prior month at the rate of 7.5% per annum, and
      then, to the extent available, as a reduction of the $175,000 principal
      balance; (ii) on December 1, 2006, the unpaid principal balance of the
      $175,000, plus accrued and unpaid interest, to be fully due and payable;
      and (iii) the $175,000 and any unpaid accrued interest may be paid by the
      Company at any time prior to December 1, 2006. The remaining indebtedness
      in excess of the $175,000 in the amount of $781,439 (the "Remaining
      Indebtedness") will continue to bear interest at 16.64% per annum, but
      will be deemed fully satisfied if the Company pays the lender the entire
      $175,000, with interest, as specified above. In conjunction with this
      agreement, the Company also assigned to the lender as additional
      collateral its interest in and rights to a key man life insurance policy
      on the Company's 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, 2005, 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. At December 31, 2005,
      the balance of the Discounted Amount was $119,759.

     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 was reflected as income from discontinued
        operations in the statement of operations for the year ended December
        31, 2004.


6.  Issuance of Convertible Debentures and Standby Equity Distribution Agreement

Issuance of Convertible Debentures to Advantage Capital Development Corp.:

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

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


                                      F-16
<PAGE>

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

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

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

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

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

On February 27, 2006, the Company entered into a settlement agreement with
Advantage (see Note 12).

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

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

Cornell received 290,000 shares of the Company's common stock as a commitment
fee and received an additional 290,000 shares of the Company's common stock on
the first year anniversary of the Standby Equity Distribution Agreement.
Newbridge Securities Corporation ("Newbridge") will serve as exclusive placement
agent for the sale of the shares of common stock. In consideration for
Newbridge's services, Newbridge received 20,000 shares of the Company's common
stock. The shares of common stock issued to Cornell and Newbridge were recorded
at par value of $0.08 per share, of which $23,200 and $24,800 were recorded
during the years ended December 31, 2005 and 2004, respectively, and were
included in deferred offering costs in the Company's balance sheet at December
31, 2005 and 2004.

Agreement with Knightsbridge Holdings, LLC:


                                      F-17
<PAGE>

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

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

Registration Rights:

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

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

On July 20, 2005, the Company filed a Registration Statement on Form SB-2 with
the SEC to register the shares of common stock that may be purchased by Cornell
under the Standby Equity Distribution Agreement, as well as the shares of common
stock with respect to the Company's commitments to Advantage, Newbridge and
Knightsbridge. The Registration Statement, as amended, was declared effective by
the SEC on February 13, 2006. It is the Company's current intention to
periodically sell shares of common stock to Cornell under the Standby Equity
Distribution Agreement to fund the Company's operations and financial
commitments, subject to the trading activity and trading range of the Company's
common stock, as well as general market conditions.

                                      F-18
<PAGE>

7.  Related Party Transactions

During 2005 and 2004, Benjamin Frankel, a director of the Company, was a partner
in the accounting firm of Frankel, Lodgen, Lacher, Golditch, Sardi & Howard.
During the years ended December 31, 2005 and 2004, the Company incurred fees to
Frankel, Lodgen, Lacher, Golditch, Sardi & Howard of $76,419 and $73,899,
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 9.


8.  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, 2005 and
2004 as follows:

                                                  2005                  2004
                                              -----------           -----------
         Net operating loss carryforward      $ 3,885,000           $ 3,767,000
         Less valuation allowance              (3,885,000)           (3,767,000)
                                              -----------           -----------
                                              $         -           $         -
                                              ===========           ===========

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, 2005, for Federal income tax purposes, the Company has
approximately $11,150,000 in net operating loss carryforwards expiring through
2015. As of December 31, 2005, for state income tax purposes, the Company has
approximately $1,002,000 in net operating loss carryforwards expiring through
2015.

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
income tax rate for the years ended December 31, 2005 and 2004 is as follows:

                                                              2005        2004
                                                            --------    --------

         Tax expense at U.S. statutory income tax rate       (34.0) %     (34.0)
         Increase in the valuation allowance                  34.0         34.0
                                                            --------    --------
         Effective income tax rate                               -  %        -
                                                            ========    ========


9.  Stock-Based Transactions

     Agreement with Financial Advisory Firm:
      Effective as of January 3, 2002, the Company entered into a two-year
      consulting 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. This consulting arrangement was subsequently extended
      through December 31, 2004. 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.

                                      F-19
<PAGE>

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

     Other Equity-Based Transactions during the Year Ended December 31, 2005:
      On January 6, 2005, the Company issued 448,000 shares of common stock to
      Knightsbridge Holdings, LLC as a loan referral fee with a value of
      $201,600 (see Note 6).

      On January 31, 2005, the Company issued 104,845 shares of common stock and
      a warrant to purchase 18,800 shares of common stock, exercisable for a
      period of five years, all under the Consultant Stock Plan, to Erick
      Richardson, a partner in the law firm of Richardson & Patel LLC, as well
      as amending and restating the warrant to purchase 50,000 shares previously
      issued in 2004 and adjusting the exercise price from $1.00 to $0.50 per
      share. An additional 136,539 shares of common stock were issued to
      Richardson & Patel LLC pursuant to an exemption from registration and have
      piggyback registration rights. The aggregate fair market value of the
      241,384 shares on the date of issuance was $101,381 ($0.42 per share),
      which was applied to reduce the balance of the Company's accrued legal
      fees to such law firm. The aggregate fair value of the warrants,
      calculated pursuant to the Black-Scholes option-pricing model, was
      $28,396, and was charged to operations as general and administrative
      expense.

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

      On May 24, 2005, the Company entered into a one-year consulting services
      agreement with CollegeStock LLC for public relations and communications
      services, which provided for a cash payment of $7,500 and the issuance of
      a warrant to purchase 20,000 shares of the Company's common stock
      exercisable at $0.24 per share through May 24, 2008. The fair value of
      such warrant, calculated pursuant to the Black-Scholes option-pricing
      model, was $4,600, and was charged to operations as general and
      administrative expense during the year ended December 31, 2005, as the
      warrant was fully vested and non-forfeitable at the date of issuance.

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

      During December 2005, the Company issued 290,000 shares of common stock to
      Cornell valued at $23,200 (see Note 6).

     Other Equity-Based Transactions during the Year Ended December 31, 2004:


                                      F-20
<PAGE>

      On March 29, 2004, the Company issued 300,000 shares of common stock under
      the Consultant Stock Plan to Benjamin Frankel, a director of the Company
      who was, at that time, 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. At December 31, 2005 and 2004,
      the remaining balance of prepaid accounting fee to related party was
      $8,758 and $39,279, respectively.

      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
      Consultant Stock Plan, to Erick Richardson, a partner in the law firm of
      Richardson & Patel LLP. The warrant was 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), which was applied to reduce the balance of the
      Company's accrued legal fees 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,
      calculated pursuant to the Black-Scholes option-pricing model, was
      $92,400, and was charged to operations as general and administrative
      expense.

      During December 2004, the Company issued 310,000 shares of common stock to
      Cornell and Newbridge valued at $24,800 and a warrant to purchase 100,000
      shares of common stock exercisable at $0.25 per share through November 4,
      2007 (see Note 6).

     Other Equity-Based Transactions:
      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 has been 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, 2005 and
      2004, $15,000 and $20,000, respectively, was charged to operations as
      general and administrative with respect to the amortization of the fair
      value of such warrant.


      A summary of warrant activity for the years ended December 31, 2004 and
      2005 is as follows:

                                                                       Weighted
                                                        Number         average
                                                          of           exercise
                                                       warrants          price
                                                       --------          -----

         Balance outstanding, January 1, 2004          5,034,384        $0.69

         Warrants granted                                410,000         0.42


                                      F-21
<PAGE>

         Warrants exercised                             (100,000)        0.25
         Warrants expired                                (12,500)        1.00
                                                      ----------
         Balance outstanding, December 31, 2004        5,331,884         0.68

         Warrants granted                                488,800         0.75
         Warrants exercised                                    -            -
         Warrants expired                             (3,806,500)        0.87
                                                      ----------
         Balance outstanding, December 31, 2005        2,014,184        $0.34
                                                      ==========        =====

10. Stock-Based Compensation Plans

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

      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 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 Consultant Stock
      Plan under the Securities Act of 1933. During the year ended December 31,
      2004, the Company issued 411,112 shares of common stock and a warrant to
      purchase 100,000 shares of common stock under the Consultant Stock Plan
      (see Note 9). During the year ended December 31, 2005, the Company issued
      104,845 shares of common stock and a warrant to purchase 18,800 shares of
      shares of common stock under the Consultant Stock Plan (see Note 9).

      2004 Option Plan:

      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

                                      F-22
<PAGE>

      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, 2005.

      2004 Directors Option Plan:

      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, 2005.

      During the years ended December 31, 2004 and 2005, the Company did not
      grant any stock options under any plan.

      A summary of stock option activity during the years ended December 31,
      2004 and 2005 is as follows:

                                                                        Weighted
                                                       Number            average
                                                        of              exercise
                                                       options            price
                                                      --------            -----

      Balance outstanding, January 1, 2004             549,000            $0.35
      Options granted                                        -                -
      Options exercised                                      -                -
      Options expired                                        -                -
                                                      --------
      Balance outstanding, December 31, 2004           549,000             0.35

      Options granted                                        -                -
      Options exercised                                      -                -
      Options expired                                 (337,500)            0.48
                                                      --------
      Balance outstanding, December 31, 2005
        (all exercisable)                              211,500            $0.15
                                                      ========            =====


      Information relating to outstanding stock options at December 31, 2005,
      summarized by exercise price, is as follows:

                                 Outstanding                    Exercisable
                        ----------------------------   -------------------------
      Exercise Price               Life     Exercise            Weighted Average
      Per Share         Shares    (Years)    Price     Shares   Exercise Price
      ---------         ------    -------    -----     ------   --------------

      $0.39              1,500      2.5      $0.39       1,500       $0.39
      $0.15            210,000      1.1      $0.15     210,000       $0.15
                       -------                         -------
      $0.15 - $0.39    211,500      1.1      $0.15     211,500       $0.15
                       =======      ===      =====     =======       =====

                                      F-23
<PAGE>

11. 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 four ticket facilities and its
      administrative offices in Las Vegas, Nevada, for various periods ranging
      from one year to five years.

      Many of the Company's operating leases contain predetermined fixed
      increases in the minimum rental rate during the initial lease term and/or
      rent holiday periods. For these leases, the Company recognizes the related
      rent expense on a straight-line basis beginning on the effective date of
      the lease. The Company records the difference between the amount charged
      to expense and the rent paid as deferred rent on the Company's balance
      sheet.

      The aggregate minimum future rental payments under non-cancelable
      operating leases for facilities in operation at December 31, 2005,
      excluding operating expenses, annual rent escalation provisions, and
      contingent rental payments based on achieving certain pre-determined sales
      levels, are as follows:

           Years Ending December 31,
           -------------------------
             2006                                            $   834,842
             2007                                                800,016
             2008                                                855,752
             2009                                                774,792
             2010                                                367,463
                                                             -----------
                                                             $ 3,632,865
                                                             ===========

      Severance Agreement:

      Effective December 12, 2002, the Company entered into a severance
      agreement with Kimberly Simon, its Vice President of Operations, which
      provides for compensation varying from one month to six months of her
      salary and benefits at the time of termination, depending on
      circumstances.

      Retirement Plan:

      The Company has a 401(k) retirement plan which 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 participant's compensation. The Company may make
      additional matching contributions as determined and approved by the Board
      of Directors. Total 401(k) retirement plan expense amounted to $3,876 and
      $7,170 for the years ended December 31, 2005 and 2004, 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.

      Beginning in early 2003, the Forum Shops had been engaged in construction
      related to an expansion program immediately adjacent to the Company's Las
      Vegas ride facility, which the Company believed negatively impacted
      customer traffic and operating conditions at this ride facility during
      2003. The Company had been in discussions with the management of the Forum
      Shops regarding this issue, as a result of which the Company suspended the
      payment of rent on the Las Vegas ride facility lease during mid-2003.
      During October 2003, the Forum Shops commenced litigation against the
      Company to collect back rent and to evict the Company's ride facility and

                                      F-24
<PAGE>

      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.

      At December 31, 2004, liabilities related to discontinued operations
      aggregated $652,529, respectively, of which $626,657 related to accrued
      but unpaid rent with respect to the Company's lease for its former Las
      Vegas ride facility from mid-2003, when the Company suspended the payment
      of rent to the Forum Shops, through the expiration date of the lease,
      January 31, 2005. The Company accrued rent on its former Las Vegas ride
      facility at the full monthly amount (which included common area fees and
      utilities) through the date the ride facility was shut-down, December 31,
      2003, and at the base monthly rent subsequent to that date.

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


12. Subsequent Events (Unaudited)

      Settlement Agreement with Advantage:

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

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

      The Company has also agreed to pay interest on the Debenture's outstanding
      balance monthly and to redeem one third of the loan balance plus the
      redemption premium each on April 1, 2006, June 1, 2006 and August 1, 2006.
      The Company expects to repay the remaining balance of the Debentures of
      approximately $505,000, after reduction for the $25,000 principal balance
      converted into shares of common stock, as well as the estimated redemption
      premium of $101,000, through funds generated from the issuance of debt
      and/or the sale of equity securities. Although the Company expects to be
      able to raise the capital necessary to repay the Debentures and pay the
      redemption premium, there can be no assurances that the Company will be
      successful in this regard.

      Employment Agreement with President and Chief Executive Officer:

      Effective March 1, 2006, the Company entered in a three-year employment
      agreement with Mitch Francis, its President and Chief Executive Officer,
      to serve as Chairman of the Board of Directors, President and Chief
      Executive Officer. The agreement provides for a base annual salary of
      $275,000, annual increases of 8%, benefits, and annual bonuses equal to 6%
      of the Company's annual earnings in excess of $500,000 before taxes,
      depreciation and amortization, but after interest expense. The agreement
      also provides that the Company issue to Mr. Francis 500,000 shares of
      restricted common stock within thirty (30) days of March 1, 2006. The
      shares of common stock were issued on March 13, 2006. The shares of common
      stock are subject to a prohibition on being

                                      F-25
<PAGE>

      traded, encumbered or otherwise transferred, which restriction shall lapse
      in equal annual installments on March 13, 2007, 2008 and 2009. Upon the
      occurrence of a change in control of the Company, as defined, Mr. Francis
      will be entitled to, among other compensation, an amount equal to five
      times his annual base salary immediately prior to the change in control
      event.

      The 500,000 shares of common stock will be recorded at their fair market
      value on the date of issuance of $110,000 ($0.22 per share) and will be
      charged to operations as general and administrative expense over the
      three-year period commencing March 1, 2006.

      Issuance of Shares of Common Stock:

      During February 2006, the Company issued 230,000 shares of common stock to
      Richardson & Patel LLC with an approximate fair market value of $74,143
      ($0.32 per share) as payment for accrued legal fees.

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

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

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

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

      On March 13, 2006, the Company issued 150,000 shares of common stock to
      Kimberly Simon, its Vice President of Operations. The shares of common
      stock are subject to pro rata forfeiture over a three-year period based on
      Ms. Simon ceasing to be employed by the Company. The shares of common
      stock will be recorded at their fair market value on the date of issuance
      of $33,000 ($0.22 per share) and will be charged to operations as general
      and administrative expense over the three-year period commencing March 13,
      2006.


                                      F-26

<PAGE>

                                INDEX TO EXHIBITS


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

 3.1        Certificate of Incorporation, as filed with the State of Delaware on
            April 6, 1993 (1)
 3.2        Certificate of Amendment to Certificate of Incorporation of Cinema
            Ride, Inc., as filed with the State of Delaware on August 31,
            1993 (1)
 3.3        Certificate of Amendment to Certificate of Incorporation of Cinema
            Ride, Inc., as filed with the State of Delaware on September 16,
            1996 (1)
 3.4        Fourth Amendment to Certificate of Incorporation of Cinema Ride,
            Inc., as filed with the State of Delaware, effective March 3,
            2005 (9)
 3.5        Bylaws of the Company (1)
10.1        Master Equipment Lease Agreement between the Company and Finova
            Technology Finance, Inc. dated December 12, 1996 (2)
10.2        Amendment to Master Equipment Lease Agreement between the Company
            and Finova Technology Finance, Inc. dated March 10, 1999 (3)
10.3        Warrant issued to Finova Capital Corporation to purchase
            25,000 shares of common stock at $0.50 per share (4)
10.4        Warrant issued to Finova Capital Corporation to purchase
            25,000 shares of common stock at $1.00 per share (4)
10.5        Warrant Holder Rights Agreement between the Company and Finova
            Capital Corporation (4)
10.6        Second Modification Agreement and Waiver of Defaults between the
            Company and Finova Capital Corporation dated June 25, 2001 (4)
10.7        Forbearance Agreement between Cinema Ride, Inc. and Finova Capital
            Corporation dated October 22, 2004 (6)
10.8        2003 Consultant Stock Option Plan (5)
10.9        2004 Stock Option Plan (7)(C)
10.10       2004 Directors Stock Option Plan (7)(C)
10.11       Securities Purchase Agreement, dated as of November 4, 2004, between
            Cinema Ride, Inc. and Advantage Capital Development Corp. (8)
10.12       Secured Debenture 001, dated as of November 4, 2004, between Cinema
            Ride, Inc. and Advantage Capital Development Corp. (8)
10.13       Secured Debenture 002, dated as of November 4, 2004, between Cinema
            Ride, Inc. and Advantage Capital Development Corp. (8)
10.14       Security Agreement, dated as of November 4, 2004, between Cinema
            Ride, Inc. and Advantage Capital Development Corp. (8)
10.15       Warrant, dated as of November 4, 2004, between Cinema Ride, Inc. and
            Advantage Capital Development Corp.(8)
10.16       Common stock purchase warrant issued to Erick D. Richardson (13)
10.17       Investor Registration Rights Agreement, dated as of November 4,
            2004, between Cinema Ride, Inc. and Advantage Capital Development
            Corp. (8)
10.18       Amendment, dated as of December 3, 2004, between Cinema Ride, Inc.
            and Advantage Capital Development Corp. (8)
10.19       Standby Equity Distribution Agreement, dated as of November 4, 2004,
            between Cinema Ride, Inc. and Cornell Capital Partners, LP (8)
10.20       Registration Rights Agreement, dated as of November 4, 2004, between
            Cinema Ride, Inc. and Cornell Capital Partners, LP (8)
10.21       Placement Agent Agreement, dated as of November 4, 2004, among
            Cinema Ride, Inc., Cornell Capital Partners, LP and Newbridge
            Securities Corporation (8)
10.22       Gang Consulting Ltd. Consulting Agreement dated January 3, 2005 (10)
10.23       Wall Streets Inside Reporter, Inc. Consulting Agreement dated
            June 30, 2005 (10)
10.24       Knightsbridge Holdings Ltd. Consulting Agreement (11)
10.25       Third Amendment to Lease between the Company and 12001 Ventura
            Corporation (12)
10.26       Settlement Agreement, dated February 22, 2006, by and between Tix
            Corporation and Advantage Capital Development Corp. (14)



<PAGE>

10.27       Escrow Agreement with David Gonzalez, Esq. (13)
10.28       Escrow Agreement with Gallager, Briody & Butler (13)
10.29       Employment Agreement between Tix Corporation and Mitch Francis
            effective March 1, 2006 (15) (C)
14          Code of Ethics (6)
21          Subsidiaries of the Registrant (9)
23          Consent of Weinberg & Company, P.A. (15)
31          Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
            2002 (15)
32          Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
            2002 (15)

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

(1)  Previously filed as an Exhibit to the Company's Registration Statement on
Form S-3, as filed with the Securities and Exchange Commission on June 16, 1997,
and incorporated herein by reference.
(2)  Previously filed as an Exhibit to the Company's Current Report on Form 8-K,
as filed with the Securities and Exchange Commission 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, as 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, as 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,
as filed with the Securities and Exchange Commission on December 17, 2004, and
incorporated herein by reference.

(9)  Previously filed as an Exhibit to the Company's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 2004, and incorporated herein
by reference.
(10) Previously filed as an Exhibit to the Company's Registration Statement on
Form SB-2, as filed with the Securities and Exchange Commission on July 20,
2005, and incorporated herein by reference.
(11) Previously filed as an Exhibit to the Company's Registration Statement on
Form SB-2, as filed with the Securities and Exchange Commission on November 10,
2005.
(12) Previously filed as an Exhibit to the Company's Quarterly Report on Form
10-QSB for the quarterly period ended September 30, 2005, and incorporated
herein by reference.
(13) Previously filed as Exhibit to the Company's Registration Statement on Form
SB-2, as filed with the Securities and Exchange Commission on February 3, 2006.
(14) Previously filed as an Exhibit to the Company's Current Report on Form 8-K,
as filed with the Securities and Exchange Commission on March 3, 2006, and
incorporated herein by reference.
(15) Filed herewith.


(C) Indicates compensatory plan, agreement or arrangement.