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

                                  FORM 10-KSB/A
                                 Amendment No. 1

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

     For the Fiscal Year Ended December 31, 2004

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

     For the transition period from _____________ to _____________

                         Commission File Number: 0-24592

                                 Tix Corporation
                          (formerly Cinema Ride, Inc.)
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

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

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

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

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

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

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

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

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

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

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

        As of March 31, 2005, the issuer had 10,736,621 shares of common stock
issued and outstanding.

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

        Documents incorporated by reference:  None.


                                      -1-
<PAGE>



Special Note Regarding Forward-Looking Statements:

        This Annual Report on Form 10-KSB/A for the fiscal year ended December
31, 2004 contains "forward-looking" statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, including statements that include the words
"believes", "expects", "anticipates", or similar expressions. These
forward-looking statements may include, among others, statements concerning the
Company's expectations regarding its business, growth prospects, revenue trends,
operating costs, working capital requirements, facility expansion plans,
competition, results of operations and other statements of expectations,
beliefs, future plans and strategies, anticipated events or trends, and similar
expressions concerning matters that are not historical facts. The
forward-looking statements in this Annual Report on Form 10-KSB/A for the fiscal
year ended December 31, 2004 involve known and unknown risks, uncertainties and
other factors that could the cause actual results, performance or achievements
of the Company to differ materially from those expressed in or implied by the
forward-looking statements contained herein.

        Each forward-looking statement should be read in context with, and with
an understanding of, the various disclosures concerning the Company and its
business made elsewhere in this Annual Report on Form 10-KSB/A for the fiscal
year ended December 31, 2004, as well as other public reports filed with the
United States Securities and Exchange Commission. Investors should not place
undue reliance on any forward-looking statement as a prediction of actual
results or developments. Except as required by applicable law or regulation, the
Company undertakes no obligation to update or revise any forward-looking
statement contained in this Annual Report on Form 10-KSB/A for the fiscal year
ended December 31, 2004.

                                      -2-
<PAGE>

                                TABLE OF CONTENTS

                                                                          Page

PART I

        ITEM 1.   DESCRIPTION OF BUSINESS.............................      4
        ITEM 2.   DESCRIPTION OF PROPERTY.............................      8
        ITEM 3.   LEGAL PROCEEDINGS...................................      8
        ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF
                  SECURITY HOLDERS....................................      9

PART II

        ITEM 5.   MARKET FOR COMMON EQUITY AND
                  RELATED STOCKHOLDER MATTERS.........................      9
        ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS
                  OR PLAN OF OPERATIONS...............................     12
        ITEM 7.   FINANCIAL STATEMENTS................................     25
        ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                  ON ACCOUNTING AND FINANCIAL DISCLOSURE..............     25
        ITEM 8A.  CONTROLS AND PROCEDURES..............................    25
        ITEM 8B.  OTHER INFORMATION....................................    25

PART III

        ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
                  AND CONTROL PERSONS; COMPLIANCE WITH
                  SECTION 16(a) OF THE EXCHANGE ACT...................     26
        ITEM 10.  EXECUTIVE COMPENSATION...............................    28
        ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                  OWNERS AND MANAGEMENT...............................     33
        ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.......    35
        ITEM 13.  EXHIBITS.............................................    35
        ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES...............    35


SIGNATURES

                                      -3-
<PAGE>


                                     PART I.


ITEM 1.   DESCRIPTION OF BUSINESS

Overview and Recent Developments:

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

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

       During the year ended December 31, 2003, the Company owned 50% of
Tickets2Nite, LLC, a company engaged in the sale of tickets for Las Vegas shows
at 50% of the original box office price, on the same day of the performance,
from a ticket booth located on the Las Vegas Strip (see "Tickets2Nite, LLC"
below).

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

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

Ride Simulator Business:

       During the year ended December 31, 2003, the Company operated two ride
facilities for the full year, as well as one ride facility in a joint venture
through February 15, 2003 (see "Dave & Buster's, Inc. Joint Venture" below). The
Company operated a ride facility located in Las Vegas, Nevada (the "Las Vegas
Facility"), which commenced operations in October 1994 and was located in the
Forum Shops at Caesar's Palace Hotel and Casino (the "Forum Shops"), a high
traffic tourist mall located between Caesar's Palace Hotel and Casino and the
Mirage Hotel, in Las Vegas, Nevada, and a ride facility located in Edmonton,
Alberta, Canada (the "West Edmonton Mall Facility"), which commenced operations
in August 1995 and was located in the West Edmonton Mall, a high traffic
shopping mall. The Las Vegas ride facility provided approximately 94% of the
Company's consolidated revenues in 2003, and was the Company's primary source of
operating cash flow in 2003.

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

        Since early 2003, the Forum Shops had been engaged in construction


                                      -4-
<PAGE>

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.

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

Tickets2Nite, LLC:

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

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

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

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

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

                                      -5-
<PAGE>

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

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

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

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

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

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

Tix4Tonight, LLC:

        The financial performance of Tickets2Nite, LLC during 2003 successfully
validated the business model and the Company's efforts to develop and operate
this business. Tickets2Nite, LLC commenced operations in November 2002, selling
same-day, half-price show tickets for many of the Las Vegas shows. Tickets2Nite,
LLC charged a commission to the show based on the face value of the ticket plus
a service fee to the customer for each ticket purchased. Furthermore, the shows
were only paid for tickets that Tickets2Nite, LLC actually sold to customers,
thus Tickets2Nite, LLC had no financial risk with respect to unsold tickets.
Tickets2Nite, LLC was financially successful almost from the beginning, showing
progressively increasing ticket sales and revenues, pre-tax profitability and
positive operating cash flows in each successive calendar quarter in 2003.

        As a result of the dissolution of Tickets2Nite, LLC (see "Tickets2Nite,
LLC" above), the Company commenced the operation of an identical business on
January 1, 2004 at a different location and under a different name on the Las
Vegas Strip through the formation of a wholly-owned Nevada limited liability
company, Tix4Tonight, LLC, which was organized in December 2003. The Company
owns 100% of Tix4Tonight, LLC, which operates its business under the name
"Tix4Tonight", and which has been the Company's only source of operating
revenues since January 1, 2004. The Company's only competition is its former
partner in Tickets2Nite, LLC, which operates the same type of business in Las
Vegas that competes with Tix4Tonight, LLC from one site on the Las Vegas Strip.

                                      -6-
<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.

        The Company conducts the operations of Tix4Tonight at three locations on
the Las Vegas Strip: South Strip next to the Harley-Davidson Cafe at Harmon; the
Fashion Show Mall Strip entrance in front of Neiman-Marcus (which commenced
operations in February 2005); and North Strip across from the Stardust Hotel and
Casino. A new South Strip location is planned for the Hawaiian Marketplace
Shopping Center after its redevelopment is completed in 2005, which will replace
the South Strip location next to the Harley-Davidson Cafe at Harmon. In
addition, 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.

Dave & Buster's, Inc. Joint Venture:

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

Insurance:

        The Company maintains insurance coverage that it believes provides
adequate coverage for all of its current operations. The Company also maintains
$1,000,000 of "key-man" life insurance on the life of Mitchell J. Francis, its
President and Chief Executive Officer, as to which the Company is the sole
beneficiary. In conjunction with an agreement with its lender effective October
29, 2004 (see "ITEM 6. MANAGEMENT'S DISCUSSION AND 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 31, 2005, the Company had three full-time employees at its
corporate offices and twenty employees at its Las Vegas operation. Employees at
the Las Vegas operation consist of both full-time and part-time employees. The
Company's employees are not represented by any unions. The Company believes that
its relations with its employees are satisfactory.


                                      -7-
<PAGE>

ITEM 2.   DESCRIPTION OF PROPERTY

Las Vegas Operations:

        The Company conducts the operations of Tix4Tonight at three locations on
the Las Vegas Strip: South Strip next to the Harley-Davidson Cafe at Harmon; the
Fashion Show Mall Strip entrance in front of Neiman-Marcus (which commenced
operations in February 2005); and North Strip across from the Stardust Hotel and
Casino. A new South Strip location is planned for the Hawaiian Marketplace
Shopping Center after its redevelopment is completed in 2005. In addition,
during August 2004, the Company relocated the administrative offices of
Tix4Tonight to a new office facility in Las Vegas, Nevada, under a long-term
lease. The Company may also lease additional space for its operations in Las
Vegas in the near future.

Corporate Offices:

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

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

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


ITEM 3.   LEGAL PROCEEDINGS

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

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

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

        The Company believes it has meritorious claims against the Forum Shops,
and has filed counter-claims and intends to vigorously defend itself against


                                      -8-
<PAGE>

this lawsuit. As this litigation is in its early stages, the Company is
currently unable to predict its ultimate resolution. The Company believes that
it has made adequate provision for any loss contingency with respect to this
litigation in its consolidated financial statements.


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

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



                                    PART II.


ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

        (a) Market Information

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

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

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

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

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



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

        Three months ended -

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


        (b) Holders

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

        (c) Dividends

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

                                      -9-
<PAGE>

        (d) Securities Authorized for Issuance under Equity Compensation Plans

Employee Stock Option Plans:

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

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

Directors Stock Option Plans:

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

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

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

                                      -10-
<PAGE>

2003 Consultant Stock Plan:

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

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

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

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

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

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

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

<TABLE>
                                                      Number of
                                                      securities
                                                      remaining
                                                      available
                        Number of                     for future
                        securities     Weighted-      issuance
                        to be          average        under equity
                        issued upon    exercise       compensation
                        exercise of    price of       plans
                        outstanding    outstanding    (excluding
                        options,       options,       securities
                        warrants       warrants       reflected in
Plan Category           and rights     and rights     column (a))
-------------           -----------    -----------    ------------
<S>                      <C>            <C>           <C>
                            (a)            (b)             (c)

Equity compensation
  plans approved by
  security holders        14,000         $0.39         1,200,000

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

                                      -11-
<PAGE>


Sales of Unregistered Securities:

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

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

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

        On December 7, 2004, the Company closed a financing transaction in which
it sold 5% convertible debentures (the "Debentures") to Advantage Development
Capital Corp. ("Advantage"). The Company issued a Debenture with a face value of
$250,000 upon closing and received net proceeds of $200,000. The Company issued
another Debenture for $280,000 on January 3, 2005 and received net proceeds of
$230,000. The Debentures mature on March 7, 2006. Interest is due at the
maturity date. The Debentures are periodically convertible after nine months
from the date of closing into the Company's common stock by Advantage at a
specified price per share, but not less than $0.25 per share. Advantage also
received a warrant to purchase 100,000 shares of common stock exercisable at
$0.25 per share through November 4, 2007, which was valued pursuant to the
Black-Scholes option-pricing model at $36,000. The value of the warrant, as well
as a beneficial conversion feature, was recorded as a discount to the $250,000
face value of the Debenture.

        Additionally, on December 7, 2004, the Company entered into a financing
transaction with Cornell Capital Partners, LP ("Cornell") under which Cornell
will periodically purchase, at the Company's option, up to $10,000,000 of the
Company's common stock over 24 months pursuant to a Standby Equity Distribution
Agreement. Cornell received 290,000 shares of the Company's common stock as a
commitment fee. Newbridge Securities Corporation ("Newbridge") will serve as
exclusive placement agent for the sale of the shares of common stock. In
consideration for Newbridge's services, Newbridge received 20,000 shares of the
Company's common stock. The 310,000 shares of common stock issued to Cornell and
Newbridge were recorded at par value of $0.08 per share (aggregate amount
$24,800) and included in deferred offering costs in the Company's balance sheet
at December 31, 2004.

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


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

Ride Simulator Business:

       During the year ended December 31, 2003, the Company operated two ride
facilities for the full year, as well as one ride facility in a joint venture
through February 15, 2003 (see "ITEM 1. DESCRIPTION OF BUSINESS - Dave &
Buster's, Inc. Joint Venture"). The Company operated a ride facility located in
Las Vegas, Nevada (the "Las Vegas Facility"), which commenced operations in


                                      -12-
<PAGE>

October 1994 and was located in the Forum Shops at Caesar's Palace Hotel and
Casino (the "Forum Shops"), a high traffic tourist mall located between Caesar's
Palace Hotel and Casino and the Mirage Hotel, in Las Vegas, Nevada, and a ride
facility located in Edmonton, Alberta, Canada (the "West Edmonton Mall
Facility"), which commenced operations in August 1995 and was located in the
West Edmonton Mall, a high traffic shopping mall. The Las Vegas ride facility
provided approximately 94% of the Company's consolidated revenues in 2003, and
was the Company's primary source of operating cash flow in 2003.

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

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

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

Tickets2Nite, LLC:

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

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

        The Court ruled that the parties were unable to operate the business


                                      -13-
<PAGE>

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

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

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

Tix4Tonight, LLC:

        The financial performance of Tickets2Nite, LLC during 2003 successfully
validated the business model and the Company's efforts to develop and operate
this business. Tickets2Nite, LLC commenced operations in November 2002, selling
same-day, half-price show tickets for many of the Las Vegas shows. Tickets2Nite,
LLC charged a commission to the show based on the face value of the ticket plus
a service fee to the customer for each ticket purchased. Furthermore, the shows
were only paid for tickets that Tickets2Nite, LLC actually sold to customers,
thus Tickets2Nite, LLC had no financial risk with respect to unsold tickets.
Tickets2Nite, LLC was financially successful almost from the beginning, showing
progressively increasing ticket sales and revenues, pre-tax profitability and
positive operating cash flows in each successive calendar quarter in 2003.

        As a result of the dissolution of Tickets2Nite, LLC (see "Tickets2Nite,
LLC" above), the Company commenced the operation of an identical business on
January 1, 2004 at a different location and under a different name on the Las
Vegas Strip through the formation of a wholly-owned Nevada limited liability
company, Tix4Tonight, LLC, which was organized in December 2003. The Company
owns 100% of Tix4Tonight, LLC, which operates its business under the name
"Tix4Tonight", and which has been the Company's only source of operating
revenues since January 1, 2004. The Company's only competition is its former
partner in Tickets2Nite, LLC, which operates the same type of business in Las
Vegas that competes with Tix4Tonight, LLC from one site on the Las Vegas Strip.

        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.

        The Company conducts the operations of Tix4Tonight at three locations on
the Las Vegas Strip: South Strip next to the Harley-Davidson Cafe at Harmon; the


                                      -14-
<PAGE>

Fashion Show Mall Strip entrance in front of Neiman-Marcus (which commenced
operations in February 2005); and North Strip across from the Stardust Hotel and
Casino. A new South Strip location is planned for the Hawaiian Marketplace
Shopping Center after its redevelopment is completed in 2005, which will replace
the South Strip location next to the Harley-Davidson Cafe at Harmon. In
addition, 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.

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, 2004 and 2003:

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

                                      -15-
<PAGE>

        Revenues. Revenues from ticket commissions and fees were $1,557,459 for
the year ended December 31, 2004. As Tix4Tonight commenced operations on January
1, 2004, the Company did not have any comparable revenues for the year ended
December 31, 2003. Commissions and fees were earned on the gross sales value of
show tickets sold to customers of $6,066,538 for the year ended December 31,
2004. Commissions and fees earned as a percentage of gross ticket sales were
25.7% for the year ended December 31, 2004.

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

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

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

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

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

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

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

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

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

                                      -16-
<PAGE>

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

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

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


Discontinued Operations:

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


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

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

Income from discontinued operations             238,410

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


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

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

        At December 31, 2004 and 2003, liabilities related to discontinued


                                      -17-
<PAGE>

operations aggregated $652,529 and $553,552, respectively, which consisted
primarily of 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. As described at "ITEM 3. LEGAL
PROCEEDINGS", the Company is currently in litigation with the Forum Shops with
respect to its former ride facility lease.

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

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

Tickets2Nite, LLC Financial Information:

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

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

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

                                      -18-
<PAGE>


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


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


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



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


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

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

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


Liquidity and Capital Resources - December 31, 2004:

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

        Effective December 31, 2003, the Company closed its remaining ride
facilities and the business operations of Tickets2Nite, LLC were terminated.
However, the performance of Tickets2Nite, LLC during 2003 successfully validated
the business model and the Company's efforts to develop and operate this


                                      -19-
<PAGE>

business (see "Tix4Tonight, LLC" above). As a result of the dissolution of
Tickets2Nite, LLC, the Company commenced the operation of an identical business
on January 1, 2004 at a different location and under a different name on the Las
Vegas Strip through the formation of a wholly-owned Nevada limited liability
company, Tix4Tonight, LLC, which was organized in December 2003. The Company
owns 100% of the Tix4Tonight business, which was the Company's only source of
operating revenues in 2004. The Company's former partner in Tickets2Nite, LLC
operates the same type of business in Las Vegas that competes with Tix4Tonight,
LLC from one site on the Las Vegas Strip.

      Going Concern. The accompanying financial statements have been prepared in
conformity with accounting principles generally accepted in the United States of
America, which contemplate continuation of the Company as a going concern.
However, the Company had a net loss of $1,617,365 and negative cash flow from
operations of $534,323 during the year ended December 31, 2004, and had a
working capital deficiency of $1,265,185 and a stockholders' deficiency of
$2,010,795 at December 31, 2004. These factors raise substantial doubt about the
Company's ability to continue as a going concern. The financial statements do
not include any adjustments relating to the recoverability and classification of
recorded asset amounts, or amounts and classification of liabilities that might
result from this uncertainty.

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

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

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

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

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

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

        During the year ended December 31, 2003, the Company conducted a private
placement offering consisting of units comprised of four shares of common stock
and four common stock purchase warrants for each $1.00 invested. The warrants


                                      -20-
<PAGE>

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

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

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

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

        Debentures Payable and Standby Equity Distribution Agreement. On
December 7, 2004, the Company closed a financing transaction in which it sold 5%
convertible debentures (the "Debentures") to Advantage Development Capital Corp.
("Advantage"). The Company issued a Debenture with a face value of $250,000 upon
closing and received net proceeds of $200,000. The Company issued another
Debenture for $280,000 on January 3, 2005 and received net proceeds of $230,000.
The Debentures mature on March 7, 2006. Interest is due at the maturity date.
The Debentures are convertible from time to time after nine months from the date
of closing into the Company's common stock by Advantage at the price per share
of either (a) an amount equal to one hundred twenty percent (120%) of the volume
weighted average price of the Common Stock as listed on the National Association
of Securities Dealers, Inc.'s Over-The-Counter Bulletin Board, as quoted by
Bloomberg, L.P. on the closing date or (b) an amount equal to eighty percent
(80%) of the average volume weighted average price of the Company's Common
Stock, as quoted by Bloomberg, L.P. for the five (5) trading days immediately
preceding the conversion date. Notwithstanding the foregoing, at no time shall
the conversion price be less than $0.25 per share. The Company has an option to
redeem all or a portion of the outstanding Debentures at a redemption price of
one hundred twenty percent (120%) of the amount redeemed plus accrued interest.
The Company granted Advantage a security interest in certain of its assets.
Advantage also received a warrant to purchase 100,000 shares of common stock
exercisable at $0.25 per share through November 4, 2007, which was determined to
have a fair value, calculated pursuant to the Black-Scholes option-pricing
model, of $36,000. The Debenture is convertible into equity based on its face
amount, which results in a beneficial conversion feature with a fair value of
$62,500. The aggregate value of the warrant of $36,000, the value of the
beneficial conversion feature of $62,500, and the related financing costs of
$50,000 paid by the Company to the lender were recorded as a discount to the
$250,000 face value of the Debenture, and are being charged to operations as
interest expense over the 15 month term of the Debenture. As a result of the
foregoing, the Debenture was initially recorded at a net value of $101,500,
prior to the amortization of $9,900 of such deferred costs during December 2004.


                                      -21-
<PAGE>

Accordingly, the adjusted carrying value of the Debenture at December 31, 2004
was $111,400. Based on the maturity date of the Debenture, the Debenture has
been classified in the Company's balance sheet as a non-current liability at
December 31, 2004.

        Additionally, on December 7, 2004, the Company entered into a financing
transaction with Cornell Capital Partners, LP ("Cornell") under which Cornell
will periodically purchase, at the Company's option, up to $10,000,000 of the
Company's common stock over 24 months pursuant to a Standby Equity Distribution
Agreement. The Company has the right to control the timing and the amount of
stock sold to Cornell, with the purchase price based upon the market price of
the Company's common stock at the time of each sale. Funding of the $10,000,000
will commence at the Company's election after certain conditions are satisfied,
including the Securities and Exchange Commission (the "SEC") declaring effective
a registration statement covering the shares of common stock that may be
purchased by Cornell.

        The Company intends to file a Registration Statement on Form SB-2 with
the SEC during 2005 to register the shares of common stock that may be purchased
by Cornell under the Standby Equity Distribution Agreement. Upon effectiveness
of such registration statement, 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.

        Cornell received 290,000 shares of the Company's common stock as a
commitment fee and will receive an additional 290,000 shares of the Company's
common stock on the first year anniversary of the Standby Equity Distribution
Agreement. Newbridge Securities Corporation ("Newbridge") will serve as
exclusive placement agent for the sale of the shares of common stock. In
consideration for Newbridge's services, Newbridge received 20,000 shares of the
Company's common stock. The 310,000 shares of common stock issued to Cornell and
Newbridge were recorded at par value of $0.08 per share (aggregate amount
$24,800) and included in deferred offering costs in the Company's balance sheet
at December 31, 2004.

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

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

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

        Effective October 29, 2004, the Company entered into a Forbearance
Agreement with the lender which provided for the Company to repay the lender its
aggregate obligation of $956,439 at September 30, 2004 as follows: (i) $175,000
of the $956,439 (the "Discounted Amount") shall be paid commencing November 1,
2004, and on the first day of each consecutive month, by payment of $3,000 to
the lender, to be applied first against interest accruing for the prior month at


                                      -22-
<PAGE>

the rate of 7.5% per annum, and then, to the extent available, as a reduction of
the $175,000 principal balance; (ii) on December 1, 2006, the unpaid principal
balance of the $175,000, plus accrued and unpaid interest, shall be fully due
and payable; and (iii) the $175,000 and any unpaid accrued interest may be paid
by the Company at any time prior to December 1, 2006. The remaining indebtedness
in excess of the $175,000 in the amount of $781,439 (the "Remaining
Indebtedness") shall continue to bear interest at 16.64% per annum, but shall be
deemed fully satisfied if the Company pays the lender the entire $175,000, with
interest, as specified above. In conjunction with this agreement, the Company
also assigned to the lender as additional collateral its interest in and rights
to a key man life insurance policy on the Company's Chief Executive Officer.

        The Company expects to repay the Discounted Amount through new
borrowings and/or proceeds from the Standby Equity Distribution Agreement (see
"Debentures Payable and Standby Equity Distribution Agreement" above). Although
the Company expects to repay in full the Discounted Amount, and is in compliance
with the terms of the Forbearance Agreement at December 31, 2004, there can be
no assurances that the Company will be successful in this regard. Accordingly,
the Remaining Indebtedness will remain as a liability until such time as the
Company has fully repaid the $175,000 pursuant to the terms of the Forbearance
Agreement.

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

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

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

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

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

                                      -23-
<PAGE>

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

        Commitments and Contingencies. At December 31, 2004, the Company did not
have any material commitments for capital expenditures other than for its two
new ticket booths located on the Las Vegas Strip for its Tix4Tonight operations
at the Fashion Show Mall and the Hawaiian Marketplace Shopping Center. The
Fashion Show Mall ticket booth commenced operations in February 2005, and the
Hawaiian Marketplace Shopping Center ticket booth will commence operations after
its redevelopment is completed in 2005. The Company estimates that it will cost
in excess of $200,000 to build out such sites in 2005, which the Company expects
to fund through the sale of its convertible debt and/or equity securities,
although there can be no assurances that the Company will be successful in this
regard.

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

Recent Accounting Pronouncements:

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

        In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share
Based Payment" ("SFAS 123R"), a revision to SFAS No. 123, "Accounting for
Stock-Based Compensation". SFAS 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. In
addition, the Company will recognize the unvested portion of the grant date fair
value of awards issued prior to adoption based on the fair values previously
calculated for disclosure purposes over the remaining vesting period of the
outstanding options and warrants. The Company is currently evaluating the
potential effect that the adoption of SFAS No. 123R will have on the Company's
financial statement presentation and disclosures.

        In December 2004, the FASB issued SFAS No. 153, "Exchanges of
Nonmonetary Assets, an amendment to APB Opinion No. 29" ("SFAS No. 153"). SFAS
No. 153 amends Accounting Principles Board Opinion No. 29, "Accounting for


                                      -24-
<PAGE>

Nonmonetary Transactions", to require that exchanges of nonmonetary assets be
measured and accounted for at fair value, rather than at carryover basis, of the
assets exchanged. Nonmonetary exchanges that lack commercial substance are
exempt from this requirement. SFAS No. 153 is effective for nonmonetary
exchanges entered into in fiscal periods beginning after June 15, 2005. The
Company does not routinely enter into nonmonetary exchanges. Accordingly, the
Company does not expect that the adoption of SFAS No. 153 will have a
significant effect on the Company's financial statement presentation or
disclosures.


ITEM 7.   FINANCIAL STATEMENTS

        The consolidated financial statements are listed at the "Index to
Consolidated Financial Statements" elsewhere in this document.


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

        Not applicable.


ITEM 8A.  CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

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

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

(b) Changes in Internal Controls

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


ITEM 8B.  OTHER INFORMATION

        Not applicable.

                                      -25-
<PAGE>


                                    PART III.


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

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


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

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

Kimberly Simon          37     Vice President of Operations
Benjamin Frankel        69     Director

Norman Feirstein        56     Director


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


Biographies of Directors and Executive Officers:

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


                                      -26-
<PAGE>

Francis is also the President and principal shareholder of Francis Development
Inc., a real estate development company that he founded in 1981.

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

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

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


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

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

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

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

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


Family Relationships among Directors and Executive Officers:


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


Indebtedness of Directors and Executive Officers:

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

Legal Proceedings with Affiliates:

        The Company is not involved in any legal proceedings with any director,
officer, affiliate or stockholder of the Company.

                                      -27-
<PAGE>

Code of Ethics:

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

Changes in Procedures to Nominate Directors:

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


ITEM 10.  EXECUTIVE COMPENSATION

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


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

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

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

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

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

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

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

                                      -28-
<PAGE>

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

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


Meetings and Committees of the Board of Directors:

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

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

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

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

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

Compensation of Directors:

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

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

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

Employment Agreement:

        Effective September 1, 2000, the Company entered into a three-year
employment agreement expiring August 31, 2003 with Mitchell J. Francis to serve
as Chairman, President and Chief Executive Officer. The agreement provided for a


                                      -29-
<PAGE>

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

Severance Agreement:

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

Long-Term Incentive Plans:

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

Employee Stock Option Plans:

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

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


                                      -30-
<PAGE>

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

Directors Stock Option Plans:

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

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

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

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

                                      -31-
<PAGE>


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

Kimberly Simon:

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

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

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

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

Mitchell J. Francis:

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

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

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

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


                                      -32-
<PAGE>

implementation of the discount ticket business. The fair market value of the
500,000 shares was $50,000.

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


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

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

Option Plan:

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

Employees                   -           500     0.39         -            80


Directors Option Plan:

Benjamin Frankel            -         6,250     0.39         -         1,000

Norman Feirstein            -         6,250     0.39         -         1,000


Non-Plan Stock Options
  and Warrants:

Mitchell J. Francis
  Stock Options             -       325,000     0.48         -        22,750
  Warrants                  -       615,384     0.13         -       258,461
Kimberly Simon
  Stock Options             -       150,000     0.15         -        60,000
  Warrants                  -        50,000     0.41         -         7,000

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

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

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


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.

                                      -33-
<PAGE>

        As of March 31, 2005, the Company had a total of 10,736,621 shares of
common stock issued and outstanding, which is the only issued and outstanding
voting equity security of the Company.

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

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

<S>                 <C>          <C>       <C>                 <C>
Mitchell J. Francis (1)          3,764,711 (3)                 32.2%

Kimberly Simon      (1)            456,000 (4)                  4.2%

Benjamin Frankel    (1)            473,750 (5)                  4.4%

Norman Feirstein    (1)            256,250 (6)                  2.4%

All directors and
executive officers
as a group (4 persons)           4,950,711 (7)                 41.6%

Gang Consulting Inc.             1,474,875 (8)                 12.8%
1110 Bennet Drive
Port Coquitla
British Columbia V3C 6C5
Canada
</TABLE>

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

(1) The address of each such person is c/o the Company, 12001 Ventura Place,
Suite 340, Studio City, California 91604. (2) The calculation is based on the
number of shares of common stock outstanding on March 31, 2005, plus, with
respect to each named person, the number of shares of common stock which the
stockholder has the right to acquire upon exercise of stock options and warrants
exercisable within 60 days of March 31, 2005. (3) Includes 2,824,327 shares of
common stock owned by Mr. Francis and 940,384 shares of common stock issuable
upon exercise of stock options and warrants granted to Mitchell J. Francis.
Excludes 4,688 shares of common stock owned by Sandra Francis, the wife of
Mitchell J. Francis, as to which Mr. Francis disclaims beneficial ownership.
(4) Includes 255,000 shares of common stock owned by Ms. Simon and 201,000
shares of common stock issuable upon exercise of stock options and warrants
granted to Ms. Simon. (5) Includes 465,000 shares of common stock owned by Mr.
Frankel and 6,250 shares of common stock issuable upon exercise of stock options
granted to Mr. Frankel. Also includes 2,500 shares of common stock that were
issued to the accounting firm of Frankel, Lodgen, Lacher, Golditch, Sardi &
Howard for services rendered. Mr. Frankel is a partner in such firm, and
disclaims beneficial ownership of such shares, except to the extent of his
proportionate interest therein.
(6) Includes 250,000 shares of common stock owned by Mr. Feirstein and 6,250
shares of common stock issuable upon exercise of stock options granted to Mr.


                                      -34-
<PAGE>

Feirstein. (7) Includes 3,796,827 shares of common stock owned by or
attributable to officers and directors and 1,153,884 shares of common stock
issuable upon exercise of stock options and warrants granted to officers and
directors.
(8) Includes 674,875 shares of common stock and 800,000 shares of common stock
issuable upon exercise of common stock purchase warrants granted to Gang
Consulting Inc.

Changes in Control:

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

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


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

        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:

                                      -35-
<PAGE>

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


Tax Fees:

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

All Other Fees:

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


Pre-Approval Policies and Procedures:

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

                                      -36-
<PAGE>

                                   SIGNATURES



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


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



                                                   /s/ MITCHELL J. FRANCIS
Date:  September 9, 2005                      By:  ___________________________
                                                   Mitchell J. Francis
                                                   Chief Executive Officer



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



                                                   /s/ MITCHELL J. FRANCIS
Date:  September 9, 2005                      By:  ___________________________
                                                   Mitchell J. Francis
                                                   Chief Executive Officer,
                                                   President, Chief Financial
                                                   Officer and Chairman of the
                                                   Board of Directors




                                                   /s/ BENJAMIN FRANKEL
Date:  September 9, 2005                      By:  ___________________________
                                                   Benjamin Frankel
                                                   Director





                                                   /s/ NORMAN FEIRSTEIN
Date:  September 9, 2005                      By:  ___________________________
                                                   Norman Feirstein
                                                   Director


                                      -37-
<PAGE>


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

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



                                                                       PAGE

Report of Independent Registered Public Accounting Firm                 F-2

Consolidated Financial Statements:

    Consolidated Balance Sheets - December 31, 2004 and 2003            F-3

    Consolidated Statements of Operations - Years Ended                 F-5
    December 31, 2004 and 2003

    Consolidated Statements of Stockholders' Deficiency                 F-6
    - Years Ended December 31, 2004 and 2003

    Consolidated Statements of Cash Flows                               F-7
    - Years Ended December 31, 2004 and 2003

    Notes to Consolidated Financial Statements                          F-10
    - Years Ended December 31, 2004 and 2003

                                       F-1
<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACOUNTING FIRM

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

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

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

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

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


Weinberg & Company, P.A.

Boca Raton, Florida
March 14, 2005

                                      F-2
<PAGE>


<TABLE>
<CAPTION>
          TIX CORPORATION (FORMERLY CINEMA RIDE, INC.) AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2004 AND 2003



                                     ASSETS

                                                                 2004         2003
                                                                 ----         ----
<S>                                                           <C>          <C>
Current assets:
    Cash                                                      $  131,186   $   91,311
    Prepaid accounting fee to related party                       39,279            -
    Prepaid expenses and other current assets                     39,583       16,268
    Assets related to discontinued operations                        588          588
                                                              ----------   ----------
        Total current assets                                     210,636      108,167
                                                              ----------   ----------

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

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

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


                                   (continued)

                                      F-3
<PAGE>

<TABLE>
<CAPTION>
          TIX CORPORATION (FORMERLY CINEMA RIDE, INC.) AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS (continued)
                           DECEMBER 31, 2004 AND 2003



                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

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

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

Stockholders' deficiency:
    Preferred stock, $0.01 par value; 500,000 shares authorized;
       none issued                                                           -              -
    Common stock, $0.08 par value; 100,000,000 shares authorized;
       10,011,237 shares and 8,515,125 shares issued
       and outstanding as of December 31, 2004 and 2003,
       respectively                                                    800,899        681,210
    Additional paid-in capital                                      11,594,244     10,908,983
    Deferred compensation                                              (15,000)       (35,000)
    Accumulated deficit                                            (14,390,938)   (12,773,573)
                                                                   -----------   ------------
       Total stockholders' deficiency                               (2,010,795)    (1,218,380)
                                                                   -----------   ------------
                                                                   $   553,746   $    831,726
                                                                   ===========   ============
</TABLE>


          See accompanying notes to consolidated financial statements.

                                      F-4
<PAGE>

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


                                                                      2004           2003
                                                                  ------------   ------------

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

        Loss from discontinued operations                             (264,300)       (80,631)
                                                                  ------------   ------------

Net loss                                                         $  (1,617,365)  $ (1,452,517)
                                                                  ============   ============

Net income (loss) per common share - basic and diluted:
   Loss from continuing operations                               $       (0.14)  $      (0.22)
   Income from discontinued operations                                       -           0.04
   Loss from closure of discontinued operations                          (0.03)         (0.05)
                                                                  ------------   ------------
   Net loss per common share                                     $       (0.17)  $      (0.23)
                                                                  ============   ============
Weighted average number of common shares outstanding
    - basic and diluted                                              9,276,144      6,360,381
                                                                     =========      =========

</TABLE>


          See accompanying notes to consolidated financial statements.

                                      F-5
<PAGE>

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

                                Common stock
                             -------------------        Additional                                     Total
                               Number                     Paid-in      Deferred      Accumulated   Stockholders'
                             of Shares    Amount          Capital     Compensation      Deficit      Deficiency
                             -----------  ----------   -----------    ------------   ------------  -------------

<S>                            <C>        <C>          <C>            <C>            <C>           <C>
Balance, January 1, 2003       5,620,775  $  449,662   $10,696,416    $   (330,666)  $(11,321,056) $    (505,644)
Issuance of common stock
  to officers, employees
  and directors for services   1,599,500     127,960        38,855                                       166,815
Sale of common stock and
  warrants                       190,000      15,200        32,300                                        47,500
Issuance of common stock
  to consultants                 325,400      26,032       102,368                                       128,400
Cancellation of common
  stock to consultant            (30,000)     (2,400)       16,200)                                      (18,600)
Issuance of warrants to
  consultants                                               40,000         (40,000)                            -
 Amortization of deferred
  compensation                                                             335,666                       335,666
Issuance of common stock
  for capital raising              9,450         756          (756)                                            -
Issuance of common stock
  as settlement of a loan
  from Chief Executive
  Officer                        800,000      64,000        16,000                                        80,000
Net loss                                                                               (1,452,517)    (1,452,517)
                             -----------  ----------   -----------    ------------   ------------  -------------
Balance, December 31, 2003     8,515,125     681,210    10,908,983         (35,000)   (12,773,573)    (1,218,380)
Sale of common stock             400,000      32,000       168,000                                       200,000
Exercise of warrants             100,000       8,000        17,000                                        25,000
Amortization of deferred
  compensation                                                              20,000                        20,000
Cancellation of common
  stock to employee              (25,000)     (2,000)         (500)                                       (2,500)
Issuance of common stock
  to consultants                 711,112      56,889       265,361                                       322,250
Issuance of warrants to
  consultants                                              172,900                                       172,900
Beneficial conversion feature
  of Debenture                                              62,500                                        62,500
Issuance of common stock for
  deferred offering costs        310,000      24,800                                                      24,800
Net loss                                                                               (1,617,365)    (1,617,365)
                             -----------  ----------   -----------    ------------   ------------  -------------
Balance, December 31, 2004    10,011,237  $  800,899   $11,594,244    $    (15,000)  $(14,390,938) $  (2,010,795)
                             ===========  ==========   ===========    ============   ============  =============
</TABLE>


          See accompanying notes to consolidated financial statements.

                                      F-6
<PAGE>


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


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


                                   (continued)

                                      F-7
<PAGE>

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


                                                                        2004          2003
                                                                     -----------  -----------
<S>                                                                  <C>          <C>
Cash flows from financing activities:
    Proceeds from bank line of credit                                          -      174,000
    Exercise of warrants                                                  25,000            -
    Payments on notes payable                                             (5,682)     (13,737)
    Payments on capital lease obligations                                (41,462)     (33,363)
    Sale of common stock and warrants                                    200,000       47,500
    Repayment of line of credit                                         (174,000)           -
    Loans from Chief Executive Officer                                         -       15,000
    Net proceeds from debenture                                          200,000            -
                                                                     -----------  -----------
Net cash provided by financing activities                                203,856      189,400
                                                                     -----------  -----------
Cash:
   Net increase                                                           39,875       29,417
   Balance at beginning of year                                           91,311       61,894
                                                                     -----------  -----------
   Balance at end of year                                            $   131,186  $    91,311
                                                                     ===========  ===========
</TABLE>

                                   (continued)

                                      F-8
<PAGE>

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


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

Non-cash financing and investing activities:

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



          See accompanying notes to consolidated financial statements.

                                      F-9
<PAGE>

          TIX CORPORATION (FORMERLY CINEMA RIDE, INC.) AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003


1.   Organization and Basis of Presentation

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

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

          During the year ended December 31, 2003, the Company owned 50% of
          Tickets2Nite, LLC, a company engaged in the sale of tickets for Las
          Vegas shows at 50% of the original box office price, on the same day
          of the performance, from a ticket booth located on the Las Vegas Strip
          (see "Tickets2Nite, LLC" below).

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

          Ride Simulator Business: During the year ended December 31, 2003, the
          Company operated two ride facilities for the full year, as well as one
          ride facility in a joint venture through February 15, 2003 (see Note
          3). The Company operated a ride facility located in Las Vegas, Nevada
          (the "Las Vegas Facility"), which commenced operations in October 1994
          and was located in the Forum Shops at Caesar's Palace Hotel and Casino
          (the "Forum Shops"), a high traffic tourist mall located between
          Caesar's Palace Hotel and Casino and the Mirage Hotel, in Las Vegas,
          Nevada, and a ride facility located in Edmonton, Alberta, Canada (the
          "West Edmonton Mall Facility"), which commenced operations in August
          1995 and was located in the West Edmonton Mall, a high traffic
          shopping mall. The Las Vegas ride facility provided approximately 94%
          of the Company's consolidated revenues in 2003, and was the Company's
          primary source of operating cash flow in 2003.

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

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

          On December 24, 2002, the Company filed a lawsuit against Entasis and
          Kolker in the Clark County, Nevada District Court (the "Court"). Trial
          with respect to the Company's lawsuit against Entasis and Kolker was
          held on May 7 through 9, 2003. On October 1, 2003, the Court rendered
          its Decision and Order with respect to the parties' ownership rights
          and management rights and obligations with respect to Tickets2Nite,
          LLC. The Court found that the Tickets2Nite, LLC Operating Agreement
          was valid, clear and unambiguous; that although Entasis and Kolker
          asserted many defenses to the validity of the Operating Agreement,
          they were without merit; and that Entasis and Kolker breached the


                                      F-10
<PAGE>

          Operating Agreement by not funding his portion of the capital
          contribution. Furthermore, with regard to Entasis and Kolker's
          counterclaims, the Court found for the Company on all counts.

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

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

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

          Tix4Tonight, LLC: The financial performance of Tickets2Nite, LLC
          during 2003 successfully validated the business model and the
          Company's efforts to develop and operate this business. As a result of
          the dissolution of Tickets2Nite, LLC, the Company commenced the
          operation of an identical business on January 1, 2004 at a different
          location and under a different name on the Las Vegas Strip through the
          formation of a wholly-owned Nevada limited liability company,
          Tix4Tonight, LLC, which was organized in December 2003. The Company
          owns 100% of the Tix4Tonight business, which was the Company's only
          source of operating revenues in 2004. The Company's former partner in
          Tickets2Nite, LLC operates 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 three locations
          on the Las Vegas Strip: South Strip next to the Harley-Davidson Cafe
          at Harmon; the Fashion Show Mall Strip entrance in front of
          Neiman-Marcus (which commenced operations in February 2005); and North
          Strip across from the Stardust Hotel and Casino. A new South Strip
          location is planned for the Hawaiian Marketplace Shopping Center after
          its redevelopment is completed in 2005. In addition, during August
          2004, the Company relocated the administrative offices of Tix4Tonight
          to a new office facility in Las Vegas, Nevada, under a long-term
          lease.

       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.

       Going Concern:
          The accompanying financial statements have been prepared in conformity
          with accounting principles generally accepted in the United States of
          America, which contemplate continuation of the Company as a going
          concern. However, the Company had a net loss of $1,617,365 and
          negative cash flow from operations of $534,323 during the year ended
          December 31, 2004, and had a working capital deficiency of $1,265,185
          and a stockholders' deficiency of $2,010,795 at December 31, 2004.
          These factors raise substantial doubt about the Company's ability to
          continue as a going concern. The financial statements do not include
          any adjustments relating to the recoverability and classification of
          recorded asset amounts, or amounts and classification of liabilities
          that might result from this uncertainty.

                                      F-11
<PAGE>

          The Company will require additional capital to fund operating and debt
          service requirements and to expand the operations of Tix4Tonight, and
          the Company has been exploring various alternatives to raise this
          required capital, as described at Note 8. To the extent that the
          Company is unable to secure the capital necessary to fund its future
          cash requirements on a timely basis and/or under acceptable terms and
          conditions, the Company may not have sufficient cash resources to
          maintain operations. In such event, the Company may be required to
          consider a formal or informal restructuring or reorganization.

       Consolidation:

          All intercompany transactions and balances are eliminated in
          consolidation.

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

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

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

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

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

       Stock-Based Compensation:
          Statement of Financial Accounting Standards No. 123, "Accounting for
          Stock-Based Compensation" ("SFAS No. 123") established a fair value
          method of accounting for stock-based compensation plans and for
          transactions in which an entity acquires goods or services from
          non-employees in exchange for equity instruments. SFAS No. 123 also
          encouraged, but does not require companies to record compensation cost
          stock-based employee compensation. SFAS No. 123 was amended by
          Statement of Financial Accounting Standards No. 148, "Accounting for
          Stock-Based Compensation - Transition and Disclosure", which requires
          companies to disclose in interim financial statements the pro forma
          effect on net income (loss) and net income (loss) per common share of
          the estimated fair market value of stock options or warrants issued to
          employees. The Company has chosen to continue to account for
          stock-based compensation utilizing the intrinsic value method
          prescribed in Accounting Principles Board Opinion No. 25, "Accounting
          for Stock Issued to Employees", with pro forma disclosures of net
          income (loss) as if the fair value method had been applied.
          Accordingly, compensation cost for stock options is measured as the
          excess, if any, of the fair market price of the Company's stock at the
          date of grant over the amount an employee must pay to acquire the
          stock.

                                      F-12
<PAGE>

          The exercise price of stock options and warrants issued to employees
          was not less than the fair market value of the Company's common stock
          on the date of grant, and in accordance with accounting for such
          options utilizing the intrinsic value method, there was no related
          compensation expense recorded in the Company's consolidated financial
          statements. Had compensation cost for stock-based compensation been
          determined based on the fair value at the grant dates consistent with
          the method prescribed by SFAS No. 123, the Company's net loss and net
          loss per share for the years ended December 31, 2004 and 2003 would
          have been as follows:

<TABLE>
                                      Years Ended December 31,
                                     -------------------------
                                    2004                  2003
                                    ----                  ----
<S>                                 <C>                   <C>
          Net loss:
                      As reported   $(1,617,365)          $(1,452,517)
                      Pro forma     $(1,617,365)          $(1,507,205)

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

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

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

       Comprehensive Income (Loss):
          Statement of Financial Accounting Standards No. 130, "Reporting
          Comprehensive Income" ("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, 2003 and 2004.

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

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


                                      F-13
<PAGE>

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

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

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

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

2.   Recent Accounting Pronouncements

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

       In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share
       Based Payment" ("SFAS 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


                                      F-14
<PAGE>

       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. In addition, the
       Company will recognize the unvested portion of the grant date fair value
       of awards issued prior to adoption based on the fair values previously
       calculated for disclosure purposes over the remaining vesting period of
       the outstanding options and warrants. The Company is currently evaluating
       the potential effect that the adoption of SFAS No. 123R will have on the
       Company's financial statement presentation and disclosures.

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

3.   Discontinued Operations

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

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

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

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

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

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


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

       During the year ended December 31, 2003, the Company incurred $299,917 of
       costs related to the closure of its remaining two ride facilities in Las
       Vegas, Nevada and Edmonton, Alberta, Canada, which were closed on or
       about December 31, 2003.

       At December 31, 2004 and 2003, liabilities related to discontinued
       operations aggregated $652,529 and $553,552, respectively, which
       consisted primarily of 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. As described at Note 13, the
       Company is currently in litigation with the Forum Shops with respect to
       its former ride facility lease.

       Dave & Busters, Inc.: On May 29, 1998, the Company entered into a
       three-year joint venture operating agreement with Dave & Buster's, Inc.
       to install a ride simulator at the Dave & Buster's, Inc. facility in
       Atlanta, Georgia. Although the joint venture agreement was not formally


                                      F-15
<PAGE>

       extended subsequent to its expiration, the operations of the joint
       venture continued on a month-to-month basis until February 15, 2003, when
       the joint venture ceased operations and was formally terminated. The
       Company recorded a loss with respect to the closure of this facility of
       $246,122 at December 31, 2002 as a result of the impairment of the value
       of the fixed assets. During 2003, the Company recorded an additional loss
       of $19,418 with respect to the closure of this facility, which has been
       included in the loss from closure of discontinued operations in the
       consolidated statement of operations for the year ended December 31,
       2003.

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

4.   Investment in Tickets2Nite, LLC

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

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

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

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

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

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

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

                                      F-16
<PAGE>

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

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

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

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


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


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

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


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


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

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

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


5.   Bank Line of Credit

                                      F-17
<PAGE>

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

6.   Obligations under Capital Leases

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

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

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

7.   Notes Payable

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

                                                                   2004        2003

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

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

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


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

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


                                      F-18
<PAGE>

          modifications to the terms and conditions of the loan, extended the
          repayment date, and provided for the issuance of warrants to the
          lender.

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

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

          The Company expects to repay the Discounted Amount through new
          borrowings and/or proceeds from the Standby Equity Distribution
          Agreement (see Note 8). Although the Company expects to repay in full
          the Discounted Amount, and is in compliance with the terms of the
          Forbearance Agreement at December 31, 2004, there can be no assurances
          that the Company will be successful in this regard. Accordingly, the
          Remaining Indebtedness will remain as a liability until such time as
          the Company has fully repaid the $175,000 pursuant to the terms of the
          Forbearance Agreement.

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

8.   Debentures Payable and Standby Equity Distribution Agreement

       On December 7, 2004, the Company closed a financing transaction in which
       it sold 5% convertible debentures (the "Debentures") to Advantage
       Development Capital Corp. ("Advantage"). The Company issued a Debenture
       with a face value of $250,000 upon closing and received net proceeds of
       $200,000. The Company issued another Debenture for $280,000 on January 3,
       2005 and received net proceeds of $230,000. The Debentures mature on
       March 7, 2006. Interest is due at the maturity date. The Debentures are
       convertible from time to time after nine months from the date of closing
       into the Company's common stock by Advantage at the price per share of
       either (a) an amount equal to one hundred twenty percent (120%) of the
       volume weighted average price of the Common Stock as listed on the
       National Association of Securities Dealers, Inc.'s Over-The-Counter
       Bulletin Board, as quoted by Bloomberg, L.P. on the closing date or (b)
       an amount equal to eighty percent (80%) of the average volume weighted
       average price of the Company's Common Stock, as quoted by Bloomberg, L.P.
       for the five (5) trading days immediately preceding the conversion date.
       Notwithstanding the foregoing, at no time shall the conversion price be
       less than $0.25 per share. The Company has an option to redeem all or a
       portion of the outstanding Debentures at a redemption price of one
       hundred twenty percent (120%) of the amount redeemed plus accrued
       interest. The Company granted Advantage a security interest in certain of
       its assets. Advantage also received a warrant to purchase 100,000 shares
       of common stock exercisable at $0.25 per share through November 4, 2007,
       which was determined to have a fair value, calculated pursuant to the
       Black-Scholes option-pricing model, of $36,000. The Debenture is


                                      F-19
<PAGE>

       convertible into equity based on its face amount, which results in a
       beneficial conversion feature with a fair value of $62,500. The aggregate
       value of the warrant of $36,000, the value of the beneficial conversion
       feature of $62,500, and the related financing costs of $50,000 paid by
       the Company to the lender were recorded as a discount to the $250,000
       face value of the Debenture, and are being charged to operations as
       interest expense over the 15 month term of the Debenture. As a result of
       the foregoing, the Debenture was initially recorded at a net value of
       $101,500, prior to the amortization of $9,900 of such deferred costs
       during December 2004. Accordingly, the adjusted carrying value of the
       Debenture at December 31, 2004 was $111,400. Based on the maturity date
       of the Debenture, the Debenture has been classified in the Company's
       balance sheet as a non-current liability at December 31, 2004.

       Additionally, on December 7, 2004, the Company entered into a financing
       transaction with Cornell Capital Partners, LP ("Cornell") under which
       Cornell will periodically purchase, at the Company's option, up to
       $10,000,000 of the Company's common stock over 24 months pursuant to a
       Standby Equity Distribution Agreement. The Company has the right to
       control the timing and the amount of stock sold to Cornell, with the
       purchase price based upon the market price of the Company's common stock
       at the time of each sale. Funding of the $10,000,000 will commence at the
       Company's election after certain conditions are satisfied, including the
       Securities and Exchange Commission ("SEC") declaring effective a
       registration statement covering the shares of common stock that may be
       purchased by Cornell.

       The Company intends to file a Registration Statement on Form SB-2 with
       the SEC during 2005 to register the shares of common stock that may be
       purchased by Cornell under the Standby Equity Distribution Agreement.
       Upon effectiveness of such registration statement, 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.

       Cornell received 290,000 shares of the Company's common stock as a
       commitment fee and will receive an additional 290,000 shares of the
       Company's common stock on the first year anniversary of the Standby
       Equity Distribution Agreement. Newbridge Securities Corporation
       ("Newbridge") will serve as exclusive placement agent for the sale of the
       shares of common stock. In consideration for Newbridge's services,
       Newbridge received 20,000 shares of the Company's common stock. The
       310,000 shares of common stock issued to Cornell and Newbridge were
       recorded at par value of $0.08 per share (aggregate amount $24,800) and
       included in deferred offering costs in the Company's balance sheet at
       December 31, 2004.

9.   Related Party Transactions

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

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

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

                                      F-20
<PAGE>

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

10.  Income Taxes

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

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

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

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

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

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

11.  Capital Transactions

       Agreement with Financial Advisory Firm:
          Effective as of January 3, 2002, the Company entered into a two-year
          arrangement with a financial advisory firm, Gang Consulting, Inc.,
          which provided for the payment of monthly compensation, either in the
          form of a payment of $10,000 or the issuance of 25,000 shares of
          common stock. During the year ended 31, 2003, the Company issued
          200,000 shares of common stock to such firm with a fair market value
          of $84,000, which was charged to operations as general and
          administrative expense. During the year ended December 31, 2004, the
          Company issued 300,000 shares of common stock to such firm with a fair
          market value of $110,250, which was charged to operations as general
          and administrative expense. The Company also paid $30,000 to such firm
          during the year ended December 31, 2003.

          Effective as of July 1, 2002, the consulting arrangement was amended
          to provide for the Company to issue to such firm the following common
          stock purchase warrants: warrants to purchase an aggregate of 300,000
          shares of common stock vesting on July 1, 2002, exercisable for a
          period of five years from such date in equal installments of 100,000
          shares at $0.25, $0.50 and $1.00 per share; warrants to purchase an


                                      F-21
<PAGE>

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

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

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

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

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

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

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

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

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

          Pursuant to a Joint Written Consent of the Board of Directors and
          Majority Stockholders of the Company dated September 22, 2004, a
          resolution was approved to adopt a 2004 Stock Option Plan and a 2004


                                      F-22
<PAGE>

          Directors Stock Option Plan, pursuant to which the Company reserved
          for future issuance 960,000 shares and 240,000 shares of its
          authorized but unissued common stock, respectively, and to increase
          the Company's authorized common shares from 20,000,000 shares to
          100,000,000 shares. The approval of the 2004 Stock Option Plan and the
          2004 Directors Stock Option Plan and the increase in the authorized
          common shares became effective March 3, 2005.

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

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

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

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

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

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

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

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

          On October 10, 2003, the Company entered into a two year consulting
          agreement with a consultant. The Company issued a warrant to the
          consultant to purchase 400,000 shares of common stock, exercisable at
          $0.10 per share through October 10, 2006 in monthly installments of
          16,667 shares. The fair value of such warrant was calculated pursuant
          to the Black-Scholes option-pricing model as $40,000 and was credited
          to additional paid-in capital and charged to deferred compensation in
          the stockholder's deficiency section of the consolidated balance
          sheet. This amount is being charged to operations as general and
          administrative expense over the two year period beginning October 1,
          2003 and ending September 30. 2005. Accordingly, for the years ended
          December 31, 2004 and 2003, $20,000 and $5,000, respectively, were
          charged to operations as general and administrative with respect to
          such warrant.

                                      F-23
<PAGE>

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

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

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

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

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

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

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

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

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

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

                                      F-24
<PAGE>

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

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

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

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

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


 12. Stock-Based Compensation Plans

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

       Employee Stock Option Plans:

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

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

                                      F-25
<PAGE>

       Directors Stock Option Plans:

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

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

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

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


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

<S>                                               <C>                   <C>
        Balance outstanding, January 1, 2003      708,188               $0.36
        Options granted                                 -                   -
        Options exercised                               -                   -
        Options expired                          (159,188)               0.40
                                                  -------
       Balance outstanding, December 31, 2003     549,000                0.35

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

                                      F-26
<PAGE>



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

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

13.  Commitments

       Lease Commitments:

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

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

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

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

       Employment Agreement:

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


                                      F-27
<PAGE>

          financing or fraction thereof on a pro rata basis, the Company was
          obligated to issue to Mr. Francis shares of common stock equal to 5%
          of the shares of common stock issued in any such financing
          transaction.

       Severance Agreement:

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

       Retirement Plan:

          The Company has a 401(k) retirement plan. The plan covers
          substantially all employees. Under the plan, participants may defer
          the receipt of up to 12% percent of their annual compensation, but not
          to exceed the maximum amount as determined by the Internal Revenue
          Code. The amount of the employer matching contribution is equal to the
          sum of 25% of each dollar deferred, limited to 1% of the participants'
          compensation. The Company may make additional matching contributions
          as determined and approved by the Board of Directors. Total 401(k)
          retirement plan expense amounted to $2,628 and $1,912 for the years
          ended December 31, 2004 and 2003, respectively.

       Legal Proceedings:

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

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

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

14.  Subsequent Events

       On January 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.

       On January 31, 2005, the Company issued 104,845 shares of common stock
       under the 2003 Consultant Stock Plan and 136,539 shares of common stock
       pursuant to an exemption from registration to Erick Richardson, a partner


                                      F-28
<PAGE>

       in the law firm of Richard & Patel LLP, for legal services. The aggregate
       fair market value of the 241,384 shares on the date of issuance was
       $101,381 ($0.42 per share), all of which was applied to reduce the
       Company's accounts payable balance to such law firm. The Company also
       issued an option to purchase 18,800 shares of common stock under the 2003
       Consultant Stock Plan, exercisable for a period of five years at $0.50
       per share, and agreed to reduce the exercise price of a warrant to
       purchase 50,000 shares of common stock previously issued to Erick
       Richardson on June 16, 2004, from $1.00 per share to $0.50 per share.



                                      F-29
<PAGE>




                                INDEX TO EXHIBITS


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

 3.1        Certificate of Incorporation, as amended (1)(P)
 3.2        Fourth Amendment to Certificate of Incorporation of Cinema Ride,
            Inc., as filed with the State of Delaware, effective March 3,
            2005 (9)
 3.3        Bylaws of the Company (1)(P)
10.1        1994 Stock Option Plan (1)(P)(C)
10.2        Master Equipment Lease Agreement between the Company and Finova
            Technology Finance, Inc. dated December 12, 1996 (2)
10.3        Amendment to Master Equipment Lease Agreement between the Company
            and Finova Technology Finance, Inc. dated March 10, 1999 (3)
10.4        1995 Directors Stock Option Plan (3)(C)
10.5        Warrant issued to Finova Capital Corporation to purchase 25,000
            shares of common stock at $0.50 per share (4)
10.6        Warrant issued to Finova Capital Corporation to purchase 25,000
            shares of common stock at $1.00 per share (4)
10.7        Warrant Holder Rights Agreement between the Company and Finova
            Capital Corporation (4)
10.8        Second Modification Agreement and Waiver of Defaults between the
            Company and Finova Capital Corporation dated June 25, 2001 (4)
10.9        Forbearance Agreement between Cinema Ride, Inc. and Finova Capital
            Corporation dated October 22, 2004 (6)
10.10       2003 Consultant Stock Option Plan (5)
10.11       2004 Stock Option Plan (7)(C)
10.12       2004 Directors Stock Option Plan (7)(C)
10.13       Securities Purchase Agreement, dated as of November 4, 2004,
            between Cinema Ride, Inc. and Advantage Capital Development
            Corp. (8)
10.14       Secured Debenture 001, dated as of November 4, 2004, between
            Cinema Ride, Inc.and Advantage Capital Development Corp. (8)
10.15       Secured Debenture 002, dated as of November 4, 2004, between
            Cinema Ride, Inc. and Advantage Capital Development Corp. (8)
10.16       Security Agreement, dated as of November 4, 2004, between Cinema
            Ride, Inc. and Advantage Capital Development Corp. (8)
10.17       Warrant, dated as of November 4, 2004, between Cinema Ride, Inc.
            and Advantage Capital Development Corp.(8)
10.18       Investor Registration Rights Agreement, dated as of November 4,
            2004, between Cinema Ride, Inc. and Advantage Capital Development
            Corp. (8)
10.19       Amendment, dated as of December 3, 2004, between Cinema Ride, Inc.
            and Advantage Capital Development Corp. (8)
10.20       Standby Equity Distribution Agreement, dated as of November 4,
            2004, between Cinema Ride, Inc. and Cornell Capital Partners, LP (8)
10.21       Registration Rights Agreement, dated as of November 4, 2004,
            between Cinema Ride, Inc. and Cornell Capital Partners, LP (8)
10.22       Placement Agent Agreement, dated as of November 4, 2004, among
            Cinema Ride, Inc., Cornell Capital Partners, LP and Newbridge
            Securities Corporation (8)
14          Code of Ethics (6)
21          Subsidiaries of the Registrant (9)
23          Consent of Weinberg & Company, P.A. (9)
31          Officer's Certification Pursuant to Section 302 of the Sarbanes-
            Oxley Act of 2002 (9)
32          Officer's Certification Pursuant to Section 906 of the Sarbanes-
            Oxley Act of 2002 (9)

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

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


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

(C) Indicates compensatory plan, agreement or arrangement.