Tix Corporation Reports 2008 Fourth Quarter and Full Year Results




     Fourth Quarter Revenue Increases 223% Y-O-Y to $20.7 million;
        Full Year Revenue Increases 275% Y-O-Y to $69.5 million

   Cash Provided by Operations Grew 86% to $4.9 million for the Fourth
  Quarter 2008; Increasing to $7.6 million for the Full Year 2008
                        from $144,000 in 2007

            Company Expects Continued Revenue Growth and
                   Improved Profitability for 2009

STUDIO CITY, Calif., March 16, 2009 (GLOBE NEWSWIRE) -- Tix Corporation (Nasdaq:TIXC), a leading integrated entertainment company providing discount and premium ticketing services, event and branded merchandising, and production/promotion of live concert and theatrical events, today reported results for the three and twelve months ended December 31, 2008.



 * Net cash from operating activities grew 86% to $4.9 million for the
   fourth quarter 2008 and increased to $7.6 million for the full year
   2008 from $144,000 in 2007.

 * Ticketing Services discount tickets achieved a 62% increase in
   gross discount ticket sales to $53.9 million for the full year 2008
   compared to $33.2 million for 2007.

 * Tix4Tonight sold more than 1 million discount show tickets and more
   than 260,000 dinner reservations in 2008.

 * Live Entertainment achieved $44.6 million in revenue for the full
   year 2008.

 * As of December 31, 2008 the Company had a cash balance of
   $9.2 million and no debt.

 * Due to a goodwill and intangible asset impairment of $33.1 million
   recorded in the fourth quarter, operating loss for the year was
   $34.7 million.

Discussion of Fourth Quarter 2008 Results

The Company generated $4.9 million of net cash provided by operating activities during the fourth quarter of 2008, driven by its Ticketing Services and Live Entertainment subsidiaries, compared to $2.7 million for the same period last year. The Company increased its cash balance to $9.2 million as of December 31, 2008 compared to $7.4 million as of December 31, 2007. In addition, the Company has no debt.

Fourth quarter 2008 revenue increased 223% to $20.7 million, compared to $6.4 million recorded in the comparable period last year. Net loss for the fourth quarter was $(33.0) million, or $(1.02) per diluted common share, compared to a loss of $(1.1) million, or $(0.04) per diluted common share, reported in the fourth quarter of 2007. The Company recorded an impairment charge of $33.1 million related to the goodwill and intangible assets of Exhibit Merchandising. The impairment charge is due to the weakened economic environment and the decline in the financial markets resulting in a significant decline in comparable market multiples relative to expected cash flows and actual cash flows being less than originally projected. The non-cash impairment charge does not affect the Company's cash balances, liquidity or operating cash flows. There was no impairment charge for long-lived assets in 2007. As a result of the impairment charge related to intangible assets, the Company expects the expense associated with the amortization of intangible assets in 2009 to be approximately $2.0 million less as compared to 2008.

Mitch Francis, President and CEO of Tix, commented, "The strong revenue growth and cash flow generated during the fourth quarter is reflective of the strength of our business model. We continued to leverage the complementary nature of our three key business components of Ticketing, Exhibit Merchandising and Live Entertainment to increase our operating profitability."

Mr. Francis continued, "During the fourth quarter our ticketing services and live entertainment businesses greatly benefitted from a more value-oriented consumer looking for lower-priced, locally-based quality entertainment. Our discount ticketing services expanded its presence by opening our sixth discount ticket location in the heart of the Las Vegas strip and capitalized on our expertise and success in the discount ticket arena by partnering with Costco Wholesale Corporation to launch a co-branded national discount ticketing website exclusively for Costco Members. Our Live Entertainment subsidiary had an exceptional quarter, reflecting the skill and experience of its management team to choose and secure shows with strong track records and that provide audiences with comfort and familiarity in today's economic turmoil."

Discussion of Full Year 2008 Results

The Company's revenue for the year ended December 31, 2008 increased 275% to $69.5 million, compared to $18.6 million during the same period in 2007. Net loss for the full year 2008 was $(34.7) million, or $(1.09) per common share, compared to 2007 net loss of $(16.3) million, or $(0.70) per diluted common share. The Company recorded an impairment charge of $33.1 million in the fourth quarter related to the goodwill and intangible assets of Exhibit Merchandising as discussed in the fourth quarter commentary.

The Company generated $7.6 million net cash provided by operating activities in 2008 compared to $144,000 for 2007.

Under the Company's share repurchase program, from August 29 through December 31, 2008, the Company purchased 732,370 shares for $2.1 million, or an average of $2.86 per share.

"Looking back over the past twelve months, I am proud of the milestones we achieved. We significantly increased the number and value of discount tickets and dinner reservations sold, and expanded our discount ticket presence in Las Vegas and nationwide. We achieved a 62% increase in gross discount ticket sales in 2008, contributing to increased profitability in this subsidiary. Our Live Entertainment subsidiary accomplished a successful 46-city Christmas tour as part of our two-year producing partnership with 'The Christmas Music of Mannheim Steamroller,' and obtained the rights to promote 'Rain, The Beatles Experience' for the 10-city 2008-2009 tour. And finally, we opened our first foreign museum stores in London and Vienna for 'Tutankhamun and The Golden Age of the Pharaohs,' and 'Tutankhamun and The Golden Pharaohs,'" continued Mr. Francis.

Fourth Quarter Segmental Operating Results

Overall revenue from the Company's Ticketing Services segment, which includes revenue from both discount and premium ticket sales was $3.9 million for the quarter compared to $4.5 million in the prior year period. The decline in Ticketing Services revenues was the result of a $1.8 million decline in revenues from premium ticket sales due to a change in business strategy designed to increase profitability, and reduce the associated risk, which was offset by a $1.2 million increase in our discount ticketing operations. As a result of this change in business strategy and the strength of our discount ticketing business, operating income strengthened significantly to $1.5 million during the quarter compared to an operating loss of $(11.0) in the prior year period.

The Company's discount ticketing division, Tix4Tonight, increased the number of discount show tickets sold by 34% to 302,000 tickets, and gross discount show ticket sales for the quarter ended December 31, 2008 increased 57% to $16.5 million. Revenue for the discount ticket division grew 57% to $16.5 million during the quarter ended December 31, 2008 compared to $10.5 million in the prior year period. In addition, miscellaneous revenue from discount golf, and dinner reservations increased to $379,000 from $347,000 in the prior year period. Revenue from the Company's premium ticketing division, Tix4AnyEvent, was $85,000 compared to $1.9 million in the prior year period.

Tix Productions (TPI), comprised of Magic Arts and Entertainment and New Space Entertainment, generated $14.3 million of revenue during the seasonally strong fourth quarter of 2008 and operating income of $1.0 million, a sequential improvement over the operating loss of $500,000 in the third quarter of 2008. TPI currently produces the North American tours of "Michael Flatley's Lord of the Dance," "The Magic of David Copperfield," "Jesus Christ Superstar," "Rain, The Beatles Experience," "The Christmas Music of Mannheim Steamroller" and "Bob The Builder Live." The Company is currently developing "101 Dalmatians! The Musical," scheduled for the fourth quarter 2009.

Exhibit Merchandising (EM), which operates retail specialty stores for touring museum exhibitions, generated revenue of $2.5 million during the quarter, an increase of 30.6% compared to $1.9 million in the prior year period. Operating loss for the quarter was $34.0 million, which includes an impairment charge of $33.1 million, compared to $863,000 in the prior year period. Revenue was derived from four museum gift shops during the quarter including King Tut and the World of the Pharaohs, which opened in Dallas in October, Tut II, which opened in Atlanta November 15, the Egyptian Undersea Treasures in Madrid that was open through December 31, and the Real Pirates Exhibit, which closed in Philadelphia November 2 and opened in Chicago February 25, 2009.

Mr. Francis concluded, "Building upon our successes in 2008, we continue to experience strong organic revenue growth as we enter 2009. Our Las Vegas operations experienced approximately 58% increases in discount ticket sales for both January and February year-over-year, as visitors continue to seek more value for their money. Pre-sales for our Live Entertainment offerings have been good, and we expect the trend of consumers choosing entertainment closer to home to benefit our Exhibit Merchandising business throughout the year. We will also be adding to our production offerings in 2009 and more location stops for many of our existing shows. While 2009 will prove exceptionally challenging for many companies, we believe our business is well positioned to benefit from a more value-oriented consumer, resulting in continued revenue growth and improved profitability in 2009."

Investor Conference Call

The Company will host a conference call for investors today, Monday, March 16, 2009, beginning at 1:30 p.m. Pacific / 4:30 p.m. Eastern. Participants may access the call by dialing 800-762-8908 (domestic) or 480-248-5081 (international). In addition, the call will be webcast via the Company's Web site at http://www.tixcorp.com, Investor Relations, where it will also be archived. A telephone replay will be available through Monday, March 30, 2009. To access the replay, please dial 800-406-7325 (domestic) or 303-590-3030 (international), passcode 4024709.

About TIX Corporation

Tix Corporation is an integrated entertainment company providing discount and premium ticketing services, event and branded merchandising, and production/promotion of live concert and theatrical events. It currently operates six prime locations in Las Vegas under the Tix4Tonight marquee -- offering up to a 50 percent discount for same-day shows, concerts, attractions and sporting events. It also offers discount reservations for golf and dining at its sales locations in Las Vegas. The Company also offers premium tickets to concerts, theater and sporting events throughout the United States under its Tix4AnyEvent.com brand. Its Exhibit Merchandising operation is engaged in branded merchandise development and sales activities related to museum exhibitions and other events -- including the King Tutankhamun and Real Pirates tours, selling themed souvenir memorabilia and collector's items in specialty stores in conjunction with the specific events and venues. The Company's newest division, Tix Productions, is dedicated to live concert and theatrical promotion and production throughout the United States, Canada and Europe and operates under the banners of its recent acquisitions, Magic Arts and Entertainment and NewSpace Entertainment.

Safe Harbor Statement

Except for the historical information contained herein, certain matters discussed in this press release are forward-looking statements which involve risks and uncertainties. These forward-looking statements are based on expectations and assumptions as of the date of this press release and are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties are discussed in the Company's various filings with the Securities and Exchange Commission. The Company assumes no obligation to update these forward-looking statements.



                   TIX CORPORATION AND SUBSIDIARIES
     CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

                                                Three Months Ended
                                                    December 31,
                                                2008          2007
                                            ------------  ------------

 Revenues                                   $ 20,679,000  $  6,406,000
                                            ------------  ------------
 Operating expenses:
 Direct costs of revenues                     14,309,000     3,553,000
 Selling and marketing expenses                  616,000    12,060,000
 General and administrative expenses           4,263,000    (8,984,000)
 Impairment of goodwill                       25,445,000            --
 Impairment of intangible assets               7,687,000            --
 Depreciation and amortization                 1,226,000       911,000
                                            ------------  ------------
 Total costs and expenses                     53,546,000     7,540,000
                                            ------------  ------------
 Loss from operations                        (32,867,000)   (1,134,000)
                                            ------------  ------------
 Other income (expense):
 Other income                                   (110,000)       (4,000)
 Interest income                                   7,000        24,000
 Interest expense                                 (4,000)       (5,000)
                                            ------------  ------------
 Other income (expense), net                    (107,000)       15,000
                                            ------------  ------------
 Net loss                                    (32,974,000)   (1,119,000)

 Other comprehensive loss:
 Foreign currency translation adjustments        123,000            --
                                            ------------  ------------
 Comprehensive loss                         $(32,851,000) $ (1,119,000)
                                            ============  ============

 Net loss per common share - basic and
  diluted                                   $      (1.02) $      (0.04)
                                            ============  ============

 Weighted average common shares outstanding
  - basic and diluted                         32,386,209    30,274,752
                                            ============  ============


                   TIX CORPORATION AND SUBSIDIARIES
     CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

                                             Years Ended December 31,
                                            --------------------------
                                                2008          2007
                                            ------------  ------------

 Revenues                                   $ 69,545,000  $ 18,567,000
                                            ------------  ------------
 Operating expenses:
  Direct costs of revenues                    48,490,000    11,672,000
  Selling and marketing expenses               3,008,000    13,475,000
  General and administrative expenses,
   including non-cash equity-based costs of
   $2,336,000, $3,284,000, and $1,326,000 in
   2008, 2007, and 2006, respectively
   (including $1,753,000, $682,000, and
   $658,000 for employees, officers and
   directors in 2008, 2007, and 2006,
   respectively)                              15,193,000     8,117,000
  Impairment of goodwill                      25,445,000
  Impairment of intangibles assets             7,687,000
  Depreciation and amortization                4,601,000     1,668,000
                                            ------------  ------------
 Total costs and expenses                    104,424,000    34,932,000
                                            ------------  ------------
 Loss from operations                        (34,879,000)  (16,365,000)
                                            ------------  ------------
 Other income (expense):
  Other income                                   175,000        28,000
  Gain on settlement with lender                      --            --
  Gain on settlement of debt                          --            --
  Write-off deferred offering costs                   --            --
  Interest income                                 59,000        96,000
  Interest expense                               (19,000)     (104,000)
                                            ------------  ------------
   Other income (expense), net                   215,000        20,000
                                            ------------  ------------
 Income (loss) from continuing operations    (34,664,000)  (16,345,000)
 Income from discontinued operations,
  primarily non-cash gain resulting from
  settlement of debts
                                            ------------  ------------
 Net income (loss)                          $(34,664,000) $(16,345,000)
 Other comprehensive loss:
   Foreign currency translation adjustments      (29,000)           --
                                            ------------  ------------
 Comprehensive income (loss)                $(34,693,000) $(16,345,000)
                                            ============  ============

 Net income (loss) per common share - basic
  and diluted                               $      (1.09) $      (0.70)
                                            ============  ============

 Weighted average common shares outstanding:
 Basic                                        31,962,375    23,446,349
                                            ============  ============

 Diluted                                      31,962,375    23,446,349
                                            ============  ============


                   TIX CORPORATION AND SUBSIDIARIES
                         SEGMENTAL INFORMATION 

                             Ticketing       Exhibit         Live
                              Services    Merchandising  Entertainment
                            ------------------------------------------

 2008
 Revenue                     $13,952,000   $ 11,030,000   $ 44,563,000
 Direct operating expenses     5,725,000      6,877,000     35,888,000
 Selling, general and
  administrative expenses      2,720,000      3,681,000      6,146,000
 Impairment of goodwill                      25,445,000
 Impairment of intangible
  assets                                      7,687,000
 Depreciation and
  amortization                   206,000      3,173,000        916,000
                            ------------   ------------   ------------
 Operating income (loss)    $  5,301,000   $(35,833,000)  $  1,613,000
                            ============   ============   ============

 Total assets               $  3,738,000   $ 10,462,000   $ 10,449,000
                            ============   ============   ============

 2007
 Revenue                    $ 14,284,000   $  4,283,000   $         --
 Direct operating expenses     8,829,000      2,843,000             --
 Selling, general and
  administrative expenses     15,029,000        905,000             --
 Depreciation and
  amortization                   195,000      1,229,000             --
                            ------------   ------------   ------------
 Operating income (loss)    $ (9,769,000)  $   (694,000)  $         --
                            ============   ============   ============

 Total assets               $  2,977,000   $ 47,224,000   $         --
                            ============   ============   ============
 2006
 Revenue                    $  5,388,000   $              $         --
 Direct operating expenses     2,173,000                            --
 Selling, general and
  administrative expenses      1,214,000                            --
 Depreciation and
  amortization                   159,000                            --
                            ------------   ------------   ------------
 Operating income (loss)    $  1,842,000   $         --   $         --
                            ============   ============   ============

 Total assets               $  1,699,000   $              $         --
                            ============   ============   ============

                                            Corporate     Consolidated
                                             Expenses     and Combined
                                           ---------------------------

 2008
 Revenue                                   $         --   $ 69,545,000
 Direct operating expenses                           --     48,490,000
 Selling, general and administrative
  expenses                                    5,654,000     18,201,000
 Impairment of goodwill                                     25,445,000
 Impairment of intangible assets                             7,687,000

 Depreciation and amortization                  306,000      4,601,000
                                           ------------   ------------
 Operating income (loss)                   $ (5,960,000)  $(34,879,000)
                                           ============   ============

 Total assets                              $  4,199,000   $ 28,848,000
                                           ============   ============

 2007
 Revenue                                   $         --   $ 18,567,000
 Direct operating expenses                           --     11,672,000
 Selling, general and administrative
  expenses                                    5,658,000     21,592,000
 Depreciation and amortization                  244,000      1,668,000
                                           ------------   ------------
 Operating income (loss)                   $ (5,902,000)  $(16,365,000)
                                           ============   ============

 Total assets                              $  4,967,000   $ 55,168,000
                                           ============   ============

 2006
 Revenue                                   $              $  5,388,000
 Direct operating expenses                                   2,173,000
 Selling, general and administrative
  expenses                                    2,559,000      3,773,000
 Depreciation and amortization                    5,000        164,000
                                           ------------   ------------
 Operating income (loss)                   $ (2,564,000)  $   (722,000)
                                           ============   ============

 Total assets                              $    933,000   $  2,632,000
                                           ============   ============


                   TIX CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS

                                            December 31,  December 31,
                                                2008          2007
                                            ------------  ------------
                  Assets
 Current assets:
  Cash                                      $  9,192,000  $  7,417,000
  Other receivables                                   --       345,000
  Accounts receivable, including show
   revenues earned but not billed              1,104,000       129,000
  Inventory, net                               3,320,000     3,938,000
  Prepaid expenses and other current assets      867,000       178,000
                                            ------------  ------------
   Total current assets                       14,483,000    12,007,000
                                            ------------  ------------

 Property and equipment
  Office equipment and furniture               1,816,000     1,413,000
  Equipment under capital lease                  408,000       386,000
  Leasehold improvements                         364,000       313,000
                                            ------------  ------------
   Property and equipment, cost basis          2,588,000     2,112,000
  Less accumulated depreciation and
   amortization                               (1,155,000)     (664,000)
                                            ------------  ------------
   Total property and equipment, net           1,433,000     1,448,000
                                            ------------  ------------

 Other assets:
  Intangible assets:
   Goodwill                                    5,639,000    27,115,000
   Intangibles, net                            6,751,000    14,524,000
                                            ------------  ------------
   Total intangible assets                    12,390,000    41,639,000
  Capitalized theatrical costs                   459,000            --
  Deposits and other assets                       83,000        74,000
                                            ------------  ------------
    Total other assets                        12,932,000    41,713,000
                                            ------------  ------------

                                            ------------  ------------
     Total assets                           $ 28,848,000  $ 55,168,000
                                            ============  ============

    Liabilities and Stockholders' Equity
 Current liabilities:
  Accounts payable                          $  4,822,000  $  1,945,000
  Accrued expenses                             1,515,000     1,082,000
  Current portion of capital lease
   obligations                                    51,000        45,000
  Deferred revenue                               100,000        54,000
                                            ------------  ------------
   Total current liabilities                   6,488,000     3,126,000
                                            ------------  ------------

 Non-current liabilities:
  Capital lease obligations, less current
   portion                                        78,000       108,000
  Deferred rent                                   85,000       188,000
                                            ------------  ------------
   Total non-current liabilities                 163,000       296,000
                                            ------------  ------------

 Commitments and contingencies

 Stockholder's equity:
  Preferred stock, $.01 par value; 500,000
   shares authorized; none issued                     --            --
  Common Stock, $.08 par value; 100,000,000
   shares authorized; 33,078,233 shares and
   30,402,325 shares issued at December 31,
   2008 and December 31, 2007 respectively     2,646,000     2,432,000
  Additional paid-in capital                  88,062,000    81,034,000
  Cost of shares held in treasury (732,370
   shares at December 31, 2008 and no
   shares at December 31, 2007 respectively)  (2,098,000)           --
  Accumulated deficit                        (66,384,000)  (31,720,000)
  Accumulated other comprehensive loss           (29,000)           --
                                            ------------  ------------
   Total stockholders' equity                 22,197,000    51,746,000
                                            ------------  ------------

    Total liabilities and stockholders'     ------------  ------------
     equity                                 $ 28,848,000  $ 55,168,000
                                            ============  ============


                   TIX CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOW

                                             YEARS ENDED DECEMBER 31,
                                            --------------------------
                                                2008          2007
                                            ------------  ------------
 Cash flows from operating activities:
  Net income (loss)                         $(34,664,000) $(16,345,000)

  Adjustments to reconcile net income (loss)
   to cash provided by operating activities:
   Depreciation and amortization                 491,000       294,000
   Impairment of goodwill                     25,445,000
   Impairment of intangible assets             7,687,000
   Amortization of intangible assets           4,110,000     1,375,000
   Gain on settlement with lender                     --            --
   Gain on settlement of debt                         --            --
   Fair valued common stock issued for
    services to employees and consultants        442,000    8,892,000
   Fair value of options issued to employees
    and directors                              1,706,000     1,136,000
   Fair value of warrants issued to
    consultants                                  159,000     3,440,000
   Common stock issued to employees                   --       682,000
   Fair value of vested options and warrants          --            --
   Amortization of loan discount                      --            --
   Write-off of deferred financing costs              --            --
   Change in allowance of inventory              (44,000)           --
   (Increase) decrease in:
    Accounts receivable                         (456,000)     (408,000)
    Inventory                                  1,077,000       (56,000)
    Due from related party                            --            --
    Prepaid expenses and other current
     assets                                     (268,000)       55,000
    Capitalized theatrical costs, deposits
     and other assets                           (469,000)       (7,000)
   Increase (decrease) in:
    Accounts payable and accrued expenses      2,419,000     1,019,000
    Deferred revenue                              38,000        53,000
    Deferred rent                               (103,000)       14,000
    Liabilities related to discontinued
     operations                                       --            --
                                            ------------  ------------
     Net cash provided by operating
      activities                               7,570,000       144,000
                                            ------------  ------------

 Cash flows from investing activities:
  Purchase of Domain Names                            --      (132,000)
  Purchases of property and equipment           (454,000)     (678,000)
  Purchase of Exhibit Merchandising                   --   (11,436,000)
  Purchase of Magic Arts & Entertainment,
   net of cash acquired                       (1,971,000)           --
  Purchase of NewSpace Entertainment, net of
   cash acquired                              (1,254,000)           --
  Purchase of ticket inventory from AnyEvent          --       (96,000)
  Acquisition of AnyEvent                             --      (300,000)
                                            ------------  ------------
     Net cash used in investing activities    (3,679,000)  (12,642,000)
                                            ------------  ------------

 Cash flows from financing activities:
  Payments on notes payable
  Proceeds from note payable, stockholder             --     2,000,000
  Repayment of note payable, stockholder              --    (2,000,000)
  Proceeds from common stock subscription             --    17,784,000
  Cost of Treasury Stock                      (2,098,000)           --
  Payments on capital lease obligations          (46,000)      (41,000)
  Payments on convertible debentures                  --            --
  Net proceeds from sale of common stock and
   warrants                                           --            --
  Net proceeds from exercise of options and
   warrants                                       54,000       229,000
                                            ------------  ------------
     Net cash provided by (used in)
      financing activities                    (2,090,000)   17,972,000
                                            ------------  ------------

 Effect of exchange rate changes on cash         (26,000)           --

 Change in Cash:
 Net increase                                  1,775,000     5,474,000
 Balance at beginning of period                7,417,000     1,943,000
                                            ------------  ------------
 Balance at end of period                   $  9,192,000  $  7,417,000
                                            ============  ============


                   TIX CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOW

                                             YEARS ENDED DECEMBER 31,
                                            --------------------------
                                                2008          2007
                                            ------------  ------------

 Supplemental disclosures of cash flow
  information

 Cash paid for
  Income taxes                              $         --  $         --
  Interest                                  $     19,000  $    104,000
                                            ============  ============

 Non-cash activities:
  Issuance of 476,190 shares of common stock
   in conjunction with acquisition of Magic
   Arts & Entertainment - Florida, Inc.     $  2,257,000  $         --
                                            ============  ============
  Issuance of 571,428 shares of common stock
   in conjunction with acquisition of
   NewSpace Entertainment, Inc.             $  2,595,000  $         --
                                            ============  ============
  Issuance of 137,500 shares of common stock
   in conjunction with the acquisition of
   John's Tickets, LLC                      $         --  $    550,000
                                            ============  ============
  Issuance of 5 million shares of common
   stock in conjunction with the acquisition
   of Exhibit Merchandising, LLC            $         --  $ 35,000,000
                                            ============  ============
  Issuance of common stock to officers      $         --  $    671,000
                                            ============  ============
  Issuance of common stock as payment for
   accrued bonus                            $     29,000  $         --
                                            ============  ============
 Equipment acquired through capital lease   $     22,000  $         --
                                            ============  ============


            

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