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

                                   FORM 10-QSB

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

      For the Quarterly Period Ended March 31, 2002

[ ]   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

                                CINEMA RIDE, INC.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

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

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

                    Issuer's telephone number: (818) 761-1002

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


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

As of March 31, 2002, the Company had 3,874,550 shares of common stock issued
and outstanding.

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

Documents incorporated by reference:  None.




                                      -1-
<PAGE>


                       CINEMA RIDE, INC. AND SUBSIDIARIES

                                      INDEX




PART I.   FINANCIAL INFORMATION

  Item 1.  Financial Statements

        Consolidated Balance Sheets - March 31, 2002 (Unaudited) and December
        31, 2001

        Consolidated Statements of Operations (Unaudited) - Three Months Ended
        March 31, 2002 and 2001

        Consolidated Statements of Cash Flows (Unaudited) - Three Months Ended
        March 31, 2002 and 2001

        Notes to Consolidated Financial Statements (Unaudited) - Three Months
        Ended March 31, 2002 and 2001

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


PART II.  OTHER INFORMATION

  Item 1.  Legal Proceedings

  Item 2.  Changes in Securities and Use of Proceeds

  Item 6.  Exhibits and Reports on Form 8-K


SIGNATURES


                                      -2-
<PAGE>



                       Cinema Ride, Inc. and Subsidiaries
                           Consolidated Balance Sheets

                                      March 31,      December 31,
                                        2002             2001
                                     -----------     ------------
                                     (Unaudited)

ASSETS

Current assets:
  Cash and cash equivalents          $   89,125       $   66,856
  Prepaid expenses and other
    current assets                       38,616           35,096
                                      ---------        ---------
Total current assets                    127,741          101,952
                                      ---------        ---------

Property and equipment:
  Office equipment and furniture        111,180          111,180
  Equipment under capital lease         172,854          172,854
  Leasehold improvements              1,061,682        1,061,682
  Theater and film equipment          1,881,436        1,868,804
                                      ---------        ---------
                                      3,227,152        3,214,520

  Less accumulated depreciation      (2,327,166)      (2,258,404)
                                      ---------        ---------
                                        899,986          956,116
                                      ---------        ---------

Other assets:
  Visual effects library, net of
    accumulated amortization of
    $1,026,184 and $1,009,540 at
    March 31, 2002 and December
    31, 2001, respectively               66,586           83,230
  Investment in joint venture           315,177          323,795
  Consulting agreement                    5,202            7,803
  Deferred lease costs and other
    assets                               28,058           53,291
                                      ---------        ---------
                                        415,023          468,119
                                      ---------        ---------
Total assets                         $1,442,750       $1,526,187
                                      =========        =========




                                   (continued)




                                      -3-
<PAGE>

                       Cinema Ride, Inc. and Subsidiaries
                     Consolidated Balance Sheets (continued)

                                       March 31,    December 31,
                                         2002            2001
                                     -----------     ------------
                                     (Unaudited)

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued
    expenses                         $  301,431       $  456,454
  Current portion of capital
    lease obligations                    40,332           46,414
  Current portion of notes
    payable (Note 2)                    135,783          827,908
                                      ---------        ---------
Total current liabilities               477,546        1,330,776
                                      ---------        ---------

Non-current liabilities:
  Capital lease obligations,
    less current portion                 72,851           79,801
  Notes payable, less current
    portion (Note 2)                    721,560           47,991
  Deferred rent                          41,188           45,601
                                      ---------        ---------
                                        835,599          173,393
                                      ---------        ---------

Commitments and contingencies
  (Note 3)

Stockholders' equity (Note 4):
Preferred stock, $0.01 par value -
  Authorized - 500,000 shares
  Issued - None                            -                -
Common stock, $0.08 par value -
  Authorized - 20,000,000 shares
  Issued and Outstanding -
  3,874,550 shares and 1,945,900
  shares at March 31, 2002 and
  December 31, 2001, respectively       309,964          155,672
Additional paid-in capital            9,640,319        9,323,798
Accumulated deficit                  (9,820,678)      (9,457,452)
                                      ---------        ---------
Total stockholders' equity              129,605           22,018
                                      ---------        ---------
Total liabilities and
  stockholders' equity               $1,442,750       $1,526,187
                                      =========        =========








          See accompanying notes to consolidated financial statements.




                                      -4-
<PAGE>

                       Cinema Ride, Inc. and Subsidiaries
                Consolidated Statements of Operations (Unaudited)


                                     Three Months Ended March 31,
                                     ----------------------------
                                         2002              2001
                                      ---------         ---------

Revenues                              $ 534,462         $ 557,191

Direct costs of revenues                320,003           360,401

Selling and marketing expenses           18,344            44,471

General and administrative
   expenses, including non-cash
   compensation expense of
   $183,563 in 2002 ($83,063 to
   officers and directors)
   (Note 4)                             427,882           219,591

Depreciation and amortization            91,065            85,073

Start-up costs of new business
   venture (Note 5)                      11,214             6,048
                                        -------           -------
Loss from operations                   (334,046)         (158,393)

Other income (expense):
  Equity in net income of
    joint venture                        16,610             7,715
  Interest income                            22               385
  Interest expense                      (45,812)          (49,828)
                                        -------           -------
Net loss                              $(363,226)        $(200,121)
                                        =======           =======

Net loss per common share -
  basic and diluted (Note 1)             $(0.15)           $(0.25)
                                           ====              ====

Weighted average common
  shares outstanding -
  basic and diluted                   2,412,567           789,823
                                      =========           =======








          See accompanying notes to consolidated financial statements.



                                      -5-
<PAGE>

                       Cinema Ride, Inc. and Subsidiaries
                Consolidated Statements of Cash Flows (Unaudited)


                                     Three Months Ended March 31,
                                     ----------------------------
                                         2002            2001
                                      ---------       ---------

Cash flows from operating activities:
Net loss                              $(363,226)      $(200,121)
Adjustments to reconcile net loss
  to net cash provided by (used in)
  operating activities:
  Depreciation and amortization          91,065          85,073
  Common stock issued for services      183,563            -
  Equity in net income of joint
    venture                             (16,610)         (7,715)
  Amortization of consulting
    agreement                             2,601           2,600
  Amortization of deferred
    financing costs                      19,574           3,105
  Changes in operating assets and
    liabilities:
    (Increase) decrease in:
      Prepaid expenses and other
        current assets                   (3,520)         24,933
    Increase (decrease) in:
      Accounts payable and
        accrued expenses               (149,023)        106,682
      Deferred rent                      (4,413)         (4,414)
                                        -------         -------
Net cash provided by (used in)
  operating activities                 (239,989)         10,143
                                        -------         -------






                                   (continued)



                                      -6-
<PAGE>

                       Cinema Ride, Inc. and Subsidiaries
          Consolidated Statements of Cash Flows (Unaudited) (continued)


                                     Three Months Ended March 31,
                                     ----------------------------
                                         2002            2001
                                      ---------       ---------

Cash flows from investing activities:
  Purchase of property and equipment  $ (12,632)      $    (247)
  Dividends received from joint
    venture                              25,228          10,427
                                        -------         -------
Net cash provided by investing
  activities                             12,596          10,180
                                        -------         -------

Cash flows from financing activities:
  Payments on notes payable             (18,556)        (11,636)
  Principal payments on capital
    lease obligations                   (13,032)        (11,587)
  Sale of securities                    281,250            -
                                        -------         -------
Net cash provided by (used in)
  financing activities                  249,662         (23,223)
                                        -------         -------

Cash and cash equivalents:
  Net increase (decrease)                22,269          (2,900)
  At beginning of period                 66,856         109,834
                                        -------         -------
  At end of period                    $  89,125       $ 106,934
                                        =======         =======








          See accompanying notes to consolidated financial statements.



                                      -7-
<PAGE>

                       Cinema Ride, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (Unaudited)
                   Three Months Ended March 31, 2002 and 2001


1.  Organization and Basis of Presentation

Basis of Presentation - The consolidated financial statements include the
operations of Cinema Ride, Inc. and its wholly-owned subsidiaries (the
"Company"). All significant intercompany transactions and balances have been
eliminated in consolidation.

Business - The Company is in the business of developing and operating rides
consisting of 3-D motion simulator attractions and filmed entertainment that
combines projected three-dimensional action films of approximately four minutes
in duration with computer-controlled, hydraulically-mobilized capsules that are
programmed to move in concert with the on-screen action. The technology employed
by the Company in its ride facilities includes Patent No. 5,857,917 granted to
the Company on January 12, 1999 by the United States Patent and Trademark Office
for 3-D video projected motion simulator rides. The Company's ride facilities
are located in Las Vegas, Nevada; Edmonton, Alberta, Canada; Atlanta, Georgia;
and Elizabeth, New Jersey.

Joint Venture - The Company is a party to a joint venture agreement with Dave &
Buster's, Inc., pursuant to which it has installed a 3-D motion simulation
theater at the Dave & Buster's, Inc. facility in Atlanta, Georgia. The joint
venture agreement has not been formally extended and the operations are
continuing on a month-to-month basis. Each party to the joint venture agreement
shares the joint venture's revenues and operating expenses equally. The joint
venture agreement also required the Company to be solely responsible for certain
administrative expenses.

Comments - The interim consolidated financial statements are unaudited, but in
the opinion of management of the Company, contain all adjustments, which include
normal recurring adjustments, necessary to present fairly the financial position
at March 31, 2002, the results of operations for the three months ended March
31, 2002 and 2001, and the cash flows for the three months ended March 31, 2002
and 2001. The consolidated balance sheet as of December 31, 2001 is derived from
the Company's audited financial statements.

Certain information and footnote disclosures normally included in financial
statements that have been presented in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to the rules and
regulations of the Securities and Exchange Commission with respect to interim
financial statements, although management of the Company believes that the
disclosures contained in these financial statements are adequate to make the
information presented therein not misleading. For further information, refer to
the consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-KSB for the fiscal year ended December 31,
2001, as filed with the Securities and Exchange Commission.

The results of operations for the three months ended March 31, 2002 are not
necessarily indicative of the results of operations to be expected for the full
fiscal year ending December 31, 2002.

Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.



                                      -8-
<PAGE>

Reclassification - Certain amounts have been reclassified in 2001 to conform
with the presentation in 2002.

Going Concern - The consolidated financial statements have been prepared
assuming that the Company will continue as a going concern, which contemplates
the realization of assets and the satisfaction of liabilities in the normal
course of business. The carrying amounts of assets and liabilities presented in
the consolidated financial statements do not purport to represent the realizable
or settlement values. The Company has experienced declining revenues and
recurring operating losses, and had a substantial working capital deficit at
March 31, 2002 and December 31, 2001. The Company's independent certified public
accountants, in their independent auditors' report on the consolidated financial
statements as of and for the year ended December 31, 2001, have expressed
substantial doubt about the Company's ability to continue as a going concern.

The Company will require additional capital to fund operating and debt service
requirements, as well as to fund its new business venture (see Note 5). The
Company has been exploring various alternatives to raise this required capital
and has raised a portion of the required capital, but there can be no assurances
that the Company will ultimately be successful in this regard. During the three
months ended March 31, 2002, the Company raised $281,250 of new capital through
the sale of its equity securities, which has been used primarily to fund
existing operations. The private placement offering consisted of units sold at
$0.25 per unit. 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 18 months from the date of issuance. The Company is continuing its
efforts to raise new capital subsequent to March 31, 2002. The Company is
attempting to raise a total of up to $750,000 of new capital during 2002.

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.

From time to time the Company may also consider a wide range of other business
opportunities. Some of these business opportunities may be unrelated to the
Company's current business activities, could require additional capital, and
could result in a change in control of the Company.

Foreign Currency Translation - Foreign currency denominated assets and
liabilities of the subsidiary where the United States dollar is the functional
currency and which have certain transactions denominated in a local currency are
remeasured as if the functional currency was the United States dollar. The
remeasurement of local currency into United States dollars creates translation
adjustments which are immaterial and which are included in the statement of
operations.

Net Loss Per Common Share - Basic loss per common share is calculated by
dividing net loss by the weighted average number of common shares outstanding
during the period. Diluted loss per common share reflects the potential dilution
that would occur if dilutive stock options and warrants were exercised. These
potentially dilutive securities were anti-dilutive for all periods presented,
and accordingly, basic and diluted loss per common share is the same for all
periods presented. As of March 31, 2002, potentially dilutive securities
consisted of outstanding stock options and warrants to acquire 1,508,188 shares
and 1,880,009 shares of common stock, respectively.

Stock-Based Compensation - The Company periodically issues stock options and


                                      -9-
<PAGE>

warrants to employees and non-employees in non-capital raising transactions for
services and for financing costs.

The Company has adopted Statement of Financial Accounting Standards ("SFAS") No.
123, "Accounting for Stock-Based Compensation", which establishes a fair value
method of accounting for stock-based compensation plans.

The provisions of SFAS No. 123 allow companies to either record an expense in
the financial statements to reflect the estimated fair value of stock options or
warrants to employees, or to continue to follow the intrinsic value method set
forth in Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees", but to disclose on an annual basis the pro forma effect on
net income (loss) and net income (loss) per common share had the fair value of
the stock options and warrants been recorded in the financial statements. The
Company has elected to continue to account for stock-based compensation plans
utilizing the intrinsic value method. Accordingly, compensation cost for stock
options and warrants is measured as the excess, if any, of the fair market price
of the Company's common stock at the date of grant above the amount an employee
must pay to acquire the common stock.

In accordance with SFAS No. 123, the cost of stock options and warrants issued
to non-employees is measured at the grant date based on the fair value of the
award. The fair value of the stock-based award is determined using the
Black-Scholes option pricing model. The resulting amount is charged to expense
on the straight-line basis over the period in which the Company expects to
receive benefit, which is generally the vesting period.

The Company periodically issues shares of common stock for services or for
financing costs. Such shares are valued based on the market price on the
transaction date, adjusted for factors such as trading restrictions,
registration rights, trading volume and market liquidity, which generally
results in a reduction ranging from 25% to 33% to the market price at the
transaction date.


2.  Note Payable to 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, 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 from $40,903 to $21,789, and to extend the maturity date from January
1, 2001 to January 1, 2004, with no change in the balloon payment of $157,503.
The loan bore interest at 16.75% per annum. The financing agreement requires the
Company to repurchase the equipment at the end of the lease for $1.00.

Effective June 25, 2001, the Company completed a Second Modification Agreement
and Waiver of Defaults with the lender, which provided for: (1) the waiver of
all prior payment defaults; (2) the reduction of the monthly payment from
$21,789 to $10,674, which represents interest only payments at 16.75% per annum;
(3) the increase in the principal balance due the lender of accrued interest
payable of $50,083; (4) the acceleration of the due date of the loan from
January 1, 2004 to March 1, 2002; (5) the repricing of a common stock purchase
warrant previously issued to the lender to purchase 12,500 shares of common


                                      -10-
<PAGE>

stock exercisable through December 31, 2003, which reduced the exercise price
from $16.00 per share to $1.00 per share; (6) the issuance of common stock
purchase warrants to the lender to purchase 25,000 shares of common stock at
$0.50 per share and 25,000 shares of common stock at $1.00 per share exercisable
through June 25, 2011; and (7) the revision of the lender's Warrant Holder
Rights Agreement to eliminate demand registration rights.

The Company calculated the fair value of the warrants to purchase an aggregate
of 50,000 shares of common stock and the repricing of the warrant to purchase
12,500 shares of common stock pursuant to the Black-Scholes option pricing
model. The aggregate fair value of $47,250 was recorded as deferred financing
costs, and was amortized to financing expense through March 1, 2002. In
addition, previously recorded deferred financing costs were amortized to
financing expense through the accelerated due date of the loan of March 1, 2002.

The balance of this loan was $780,613 at December 31, 2001. As a result of this
loan being due in full on March 1, 2002, the Company classified the entire
obligation to the lender as a current liability in the consolidated financial
statements at December 31, 2001. Required monthly payments on such loan were in
arrears at December 31, 2000 and 2001, and the Company did not make the balloon
payment due on March 1, 2002.

Effective April 17, 2002, the Company completed a Third Modification Agreement
and Waiver of Defaults with the lender, which provided for: (1) the waiver of
all prior payment defaults; (2) interest on the unpaid balance at 16.64% per
annum; (3) the payment of interest only for the months of March, April and May
2002; and (4) commencing June 2002, monthly payments of principal and interest
of $18,955 for a period of five years. As a result of the completion of this
agreement, the balance of this loan was reclassified at March 31, 2002, with
$88,488 classified as a current liability and $681,451 classified as a long-term
liability.


3.  Legal Proceedings

The Company's former Chief Financial Officer, Toufic R. Bassil, has asserted
claims against the Company for breach of his employment agreement and his
wrongful termination as an officer of the Company without cause effective March
1, 1999. These claims are being asserted pursuant to a binding arbitration
proceeding through the American Arbitration Association. Although the arbitrator
has determined that the Company is liable for damages from breach of the
employment agreement, damages have not yet been determined. The wrongful
termination claim is still in the discovery stage and the Company is actively
defending this matter. In the opinion of management, adequate provision has been
made in the consolidated financial statements with respect to the foregoing
claims.


4.  Stockholders' Equity

On March 13, 2001, the Company granted to its Chief Executive Officer a stock
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 is exercisable in four equal increments of 200,000 shares at
exercise prices of $0.38, $1.00, $1.50 and $2.00 per share, respectively. The
fair market value of the common stock on March 13, 2001 was $0.37 per share. The
stock option vests 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 had been
reached as of March 31, 2002. In accordance with accounting for such stock
options utilizing the intrinsic value method, no compensation expense has been
recorded in the Company's consolidated financial statements.

                                      -11-
<PAGE>

On January 28, 2002, the Company issued to various employees and consultants an
aggregate of 350,000 shares of common stock as a bonus. The aggregate fair
market value of $73,500 was charged to operations during the three months ended
March 31, 2002.

On January 28, 2002, the Company issued to its Vice President of Operations
75,000 shares of common stock as a bonus. The aggregate fair market value of
$15,750 was charged to operations during the three months ended March 31, 2002.

On January 28, 2002, the Company issued to each of its two non-employee
directors 100,000 shares of common stock as a bonus. The aggregate fair market
value of the 200,000 shares of $42,000 was charged to operations during the
three months ended March 31, 2002.

During the three months ended March 31, 2002, the Company sold 1,149,000 units
of its securities to accredited investors in a private placement at $0.25 per
unit, generating $287,250 of equity capital, which included accounts payable of
$6,000 paid through the issuance of such securities. 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 18 months from the date of
issuance.

Effective January 3, 2002, the Company entered into a consulting agreement with
a firm that provides for the issuance of 25,000 shares of common stock per
month. During the three months ended March 31, 2002, the Company issued 75,000
shares to such firm. The aggregate fair market value of $24,750 was charged to
operations during the three months ended March 31, 2002.

During the three months ended March 31, 2002, the Company issued 18,400 shares
of common stock as commissions with respect to the private placement. The shares
were recorded at their par value of $0.08 per share and charged to additional
paid-in capital.

During the three months ended March 31, 2002, the Company issued 5,000 shares of
common stock as a consulting fee. The aggregate fair market of $2,250 was
charged to operations during the three months ended March 31, 2002.

During the three months ended March 31, 2002, the Company issued 56,250 shares
of common stock to its Chief Executive Officer. The shares were issued as bonus
pursuant to a provision of the Chief Executive Officer's employment agreement,
which provides for the issuance of 5% of the shares issued in a private
placement. The aggregate fair market value of such shares of $25,313 was charged
to operations during the three months ended March 31, 2002.

On February 4, 2002, the Company agreed to grant its Vice President of
Operations 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, if 2002
revenues from the Company's Las Vegas Facility are at least equal to 2001
revenues. As of March 31, 2002, this warrant had not vested.


5.  New Business Venture

The Company is developing a new business venture to market and sell show tickets
from a site in Las Vegas, Nevada. The new venture will be owned by the Company
and a third party company, and will be operated by the Company. The start-up of
this new business venture is subject to finalization of documentation, and will
require the Company to raise approximately $150,000 of additional capital, which


                                      -12-
<PAGE>

will be utilized to fund the new business venture. There can be no assurances
that the Company will be successful in raising this additional capital, or that
even if the new business venture commences operations, it will ultimately be
successful. The allocation of equity in the new business venture has not yet
been determined. During the three months ended March 31, 2002 and 2001, the
Company incurred $11,214 and $6,048, respectively, of costs related to the
development of this new business venture. The Company currently anticipates that
this new business venture will begin operations during the latter part of 2002,
subject to the availability of funding.


                                      -13-
<PAGE>


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

Cautionary Statement Pursuant to Safe Harbor Provisions of the Private
Securities Litigation Reform Act of 1995:

This Quarterly Report on Form 10-QSB for the quarterly period ended March 31,
2002 contains "forward-looking" statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, including statements that include the
words "believes", "expects", "anticipates", or similar expressions. These
forward-looking statements include, among others, statements concerning the
Company's expectations regarding its working capital requirements, financing
requirements, its business, growth prospects, competition and results of
operations, and other statements of expectations, beliefs, future plans and
strategies, anticipated events or trends, and similar expressions concerning
matters that are not historical facts. The forward-looking statements in this
Quarterly Report on Form 10-QSB for the quarterly period ended March 31, 2002
involve known and unknown risks, uncertainties and other factors that could
cause the actual results, performance or achievements of the Company to differ
materially from those expressed in or implied by the forward-looking statements
contained herein.


Overview:

The Company is in the business of developing and operating rides consisting of
3-D motion simulator attractions and filmed entertainment that combines
projected three-dimensional action films of approximately four minutes in
duration with computer-controlled, hydraulically-mobilized capsules that are
programmed to move in concert with the on-screen action. The Company's ride
facilities are located in Las Vegas, Nevada; Edmonton, Alberta, Canada; Atlanta,
Georgia; and Elizabeth, New Jersey.

Because of the seasonal nature of tourist traffic, attendance patterns at
attractions may vary. The degree of this seasonality varies among attractions,
depending on the nature of tourist and local traffic patterns at a given
location as well as the nature of entertainment alternatives available to
audiences. The Company expects that attendance at its facilities will be the
highest during June through August (the height of the tourist season) and lowest
during January and February. As a result, the Company's results of operations at
its facilities will depend upon revenues generated from the peak tourist periods
and any significant decrease in revenues in such periods could have a material
adverse effect upon the Company's results of operations.


Going Concern:

The consolidated financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. The
carrying amounts of assets and liabilities presented in the consolidated
financial statements do not purport to represent the realizable or settlement
values. The Company has experienced declining revenues and recurring operating
losses, and had a substantial working capital deficit at March 31, 2002 and
December 31, 2001. The Company's independent certified public accountants, in
their independent auditors' report on the consolidated financial statements as
of and for the year ended December 31, 2001, have expressed substantial doubt
about the Company's ability to continue as a going concern.

The Company will require additional capital to fund operating and debt service
requirements, as well as to fund its new business venture (see "New Business


                                      -14-
<PAGE>

Venture" and "Liquidity and Capital Resources - March 31, 2002" below). The
Company has been exploring various alternatives to raise this required capital
and has raised a portion of the required capital, but there can be no assurances
that the Company will ultimately be successful in this regard. During the three
months ended March 31, 2002, the Company raised $281,250 of new capital through
the sale of its equity securities, which has been used primarily to fund
existing operations. The private placement offering consisted of units sold at
$0.25 per unit. 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 18 months from the date of issuance. The Company is continuing its
efforts to raise new capital subsequent to March 31, 2002. The Company is
attempting to raise a total of up to $750,000 of new capital during 2002.

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.

From time to time the Company may also consider a wide range of other business
opportunities. Some of these business opportunities may be unrelated to the
Company's current business activities, could require additional capital, and
could result in a change in control of the Company.


New Business Venture:

The Company is developing a new business venture to market and sell show tickets
from a site in Las Vegas, Nevada. The new venture will be owned by the Company
and a third party company, and will be operated by the Company. The start-up of
this new business venture is subject to finalization of documentation, and will
require the Company to raise approximately $150,000 of additional capital, which
will be utilized to fund the new business venture. There can be no assurances
that the Company will be successful in raising this additional capital, or that
even if the new business venture commences operations, it will ultimately be
successful. The allocation of equity in the new business venture has not yet
been determined. During the three months ended March 31, 2002 and 2001, the
Company incurred $11,214 and $6,048, respectively, of costs related to the
development of this new business venture. The Company currently anticipates that
this new business venture will begin operations during the latter part of 2002,
subject to the availability of funding.


Critical Accounting Policies:

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.

Impairment of Long-Lived Assets:

The Company's long-lived assets include property and equipment and the visual
effects library. At December 31, 2001, the net value of property and equipment
and the visual effects library was $1,039,346, which accounted for 68.1% of the
Company's total assets. At March 31, 2002, the net value of property and
equipment and the visual effects library was $966,572, which accounted for 67.0%
of the Company's total assets. In assessing the impairment of property and
equipment and the visual effects library, 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.



                                      -15-
<PAGE>

Investment in Joint Venture:

The Company has a 50% interest in a joint venture with Dave & Buster's, Inc. The
value of the Company's investment in the joint venture was $323,795 at December
31, 2001, representing 21.2% of the Company's total assets. The value of the
Company's investment in the joint venture was $315,177 at March 31, 2002,
representing 21.8% of the Company's total assets. The Company periodically
evaluates the recoverability of its investment in the joint venture based on the
joint venture's current and prospective operating performance. If the Company
determines that its investment in the joint venture is not recoverable, it will
be required to recognize a loss in such period.

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:

Three Months Ended March 31, 2002 and 2001 -

Revenues. Revenues decreased by $22,729 or 4.1% to $534,395 in 2002, as compared
to $557,191 in 2001.

Direct Costs of Revenues. Direct costs of revenues decreased by $40,398 or 11.2%
to $320,003 in 2002, as compared to $360,401 in 2001. Direct costs of revenues
were 59.9% of revenues in 2002, as compared to 68.7% of revenues in 2001, as a
result of a reduction in repairs, salaries and rent expense in 2002.

Selling and Marketing Expenses. Selling and marketing expenses decreased by
$26,127 or 58.8% to $18,344 in 2002, as compared to $44,471 in 2001, as a result


                                      -16-
<PAGE>

of reduced marketing and promotional activities. Selling and marketing expenses
were 3.4% of revenues in 2002, as compared to 8.5% of revenues in 2001.

General and Administrative Expenses. General and administrative expenses
increased by $208,291 or 94.9% to $427,882 in 2002, as compared to $219,591 in
2001. Included in general and administrative expenses in 2002 was non-cash
compensation of $183,563, including $83,063 to officers and directors. Excluding
such non-cash compensation, general and administrative expenses increased by
$24,728 or 11.3% in 2002 as compared to 2001.

Depreciation and Amortization. Depreciation and amortization increased by $5,992
or 7.0% to $91,065 in 2002, as compared to $85,073 in 2001.

Start-Up Costs of New Business Venture. The Company incurred start-up costs with
respect to the development of its new business venture of $11,214 in 2002, as
compared to $6,048 in 2001.

Loss from Operations. The loss from operations was $334,046 for the three months
ended March 31, 2002, as compared to $158,393 for the three months ended March
31, 2001.

Interest Expense. Interest expense decreased by $4,016 or 8.1% to $45,812 in
2002, as compared to $49,828 in 2001, primarily as a result of a decrease in the
amortization of deferred financing costs, which were fully amortized as of March
1, 2002.

Interest Income.  Interest income was $22 in 2002, as compared to $385 in 2001.

Equity in Net Income of Joint Venture. Equity in net income of joint venture was
$16,610 in 2002, as compared to income of $7,715 in 2001.

Net Loss. Net loss was $363,226 the three months ended March 31, 2002, as
compared to a net loss of $200,121 for the three months ended March 31, 2001.


Liquidity and Capital Resources - March 31, 2002:

During the last few years, the Company has relied on the proceeds from loans
from both unrelated and related parties and capital leases to provide the
resources necessary to develop its ride facilities and operate its business.
During the three months ended March 31, 2002, the Company raised $281,250 of new
capital through the sale of its securities, which has been used to fund existing
operations. The Company is continuing its efforts to raise new capital
subsequent to March 31, 2002. The Company is attempting to raise a total of up
to $750,000 of new capital during 2002.

Operating Activities. The Company's operations utilized cash of $239,989 during
the three months ended March 31, 2002, as compared to generating cash of $10,143
during the three months ended March 31, 2001. The increase in cash utilized in
operations in 2002 as compared to 2001 was primarily a result of a decrease in
accounts payable and accrued expenses.

At March 31, 2002, cash and cash equivalents had increased by $22,269, to
$89,125, as compared to $66,856 at December 31, 2001. The Company had a working
capital deficit of $349,805 at March 31, 2002, as compared to a working capital
deficit of $1,228,824 at December 31, 2001 (which included the entire balance of
the Company's note payable to its primary secured lender of $780,613), resulting
in current ratios of .27:1 and .08:1 at March 31, 2002 and December 31, 2001,
respectively. As a result of the completion of a modification agreement with the
primary secured lender effective April 17, 2002, the balance of this loan was


                                      -17-
<PAGE>

reclassified at March 31, 2002, with $88,488 presented as a current liability
and $681,451 presented as a long-term liability.

Investing Activities. Net cash provided by investing activities was $12,596 and
$10,180 for the three months ended March 31, 2002 and 2001, respectively. During
the three months ended March 31, 2002 and 2001, the Company purchased property
and equipment of $12,632 and $247, respectively, and the Company received
dividends from the Company's joint venture with Dave & Buster's, Inc. of $25,228
and $10,427, respectively.

Financing Activities. Net cash provided by financing activities was $249,662 for
the three months ended March 31, 2002, as compared to utilizing cash of $23,223
for the three months ended March 31, 2001. During the three months ended March
31, 2002 and 2001, the Company made payments on notes payable of $18,556 and
$11,636, respectively, and the Company made principal payments on capital lease
obligations of $13,032 and $11,587, respectively.

During the three months ended March 31, 2002, the Company raised $281,250 of new
capital through the sale of its equity securities, which has been used primarily
to fund existing operations. The private placement offering consisted of units
sold at $0.25 per unit. 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 18 months from the date of issuance. The Company is continuing
its efforts to raise new capital subsequent to March 31, 2002. The Company is
attempting to raise a total of up to $750,000 of new capital during 2002.


Transactions with 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, 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 from $40,903 to $21,789, and to extend the maturity date from January
1, 2001 to January 1, 2004, with no change in the balloon payment of $157,503.
The loan bore interest at 16.75% per annum. The financing agreement requires the
Company to repurchase the equipment at the end of the lease for $1.00.

Effective June 25, 2001, the Company completed a Second Modification Agreement
and Waiver of Defaults with the lender, which provided for: (1) the waiver of
all prior payment defaults; (2) the reduction of the monthly payment from
$21,789 to $10,674, which represents interest only payments at 16.75% per annum;
(3) the increase in the principal balance due the lender of accrued interest
payable of $50,083; (4) the acceleration of the due date of the loan from
January 1, 2004 to March 1, 2002; (5) the repricing of a common stock purchase
warrant previously issued to the lender to purchase 12,500 shares of common
stock exercisable through December 31, 2003, which reduced the exercise price
from $16.00 per share to $1.00 per share; (6) the issuance of common stock
purchase warrants to the lender to purchase 25,000 shares of common stock at
$0.50 per share and 25,000 shares of common stock at $1.00 per share exercisable
through June 25, 2011; and (7) the revision of the lender's Warrant Holder
Rights Agreement to eliminate demand registration rights.

The Company calculated the fair value of the warrants to purchase an aggregate
of 50,000 shares of common stock and the repricing of the warrant to purchase


                                      -18-
<PAGE>

12,500 shares of common stock pursuant to the Black-Scholes option pricing
model. The aggregate fair value of $47,250 was recorded as deferred financing
costs, and was amortized to financing expense through March 1, 2002. In
addition, previously recorded deferred financing costs were amortized to
financing expense through the accelerated due date of the loan of March 1, 2002.

The balance of this loan was $780,613 at December 31, 2001. As a result of this
loan being due in full on March 1, 2002, the Company classified the entire
obligation to the lender as a current liability in the consolidated financial
statements at December 31, 2001. Required monthly payments on such loan were in
arrears at December 31, 2000 and 2001, and the Company did not make the balloon
payment due on March 1, 2002.

Effective April 17, 2002, the Company completed a Third Modification Agreement
and Waiver of Defaults with the lender, which provided for: (1) the waiver of
all prior payment defaults; (2) interest on the unpaid balance at 16.64% per
annum; (3) the payment of interest only for the months of March, April and May
2002; (4) commencing June 2002, monthly payments of principal and interest of
$18,955 for a period of five years. As a result of the completion of this
agreement, the balance of this loan was reclassified at March 31, 2002, with
$88,488 classified as a current liability and $681,451 classified as a long-term
liability.


New Accounting Pronouncements:

In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets", which is effective January 1, 2002. SFAS No. 142 requires, among other
things, the discontinuance of goodwill amortization. In addition, SFAS No. 142
includes provisions for the reclassification of certain existing recognized
intangibles as goodwill, reassessment of the useful lives of the existing
recognized intangibles, reclassification of certain intangibles out of
previously reported goodwill and the identification of reporting units for
purposes of assessing potential future impairments of goodwill. SFAS No. 142
also requires the Company to complete a transitional goodwill impairment test
six months from the date of adoption. The Company does not expect that the
adoption of SFAS No. 142 will have any impact on the Company's financial
statement presentation or disclosures.

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations". This statement addresses the diverse accounting practices for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. The Company will be required to adopt this
statement effective January 1, 2003. The Company is reviewing SFAS No. 143 to
determine what effect, if any, it will have on its financial statement
presentation or disclosures.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets", which is effective January 1, 2002. SFAS No. 144
supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of", and a portion of APB Opinion No. 30,
"Reporting the Results of Operations". This statement provides a single
accounting model for long-lived assets to be disposed of and significantly
changes the criteria that would have to be met to classify an asset as
held-for-sale. Classification as held-for-sale is an important distinction since
such assets are not depreciated and are stated at the lower of fair value and
carrying amount. This statement also requires expected future operating losses
from discontinued operations to be displayed in the period(s) in which the
losses are incurred, rather than as of the measurement date as presently
required. The Company does not anticipate that the adoption of SFAS No. 144 will
have a material effect on the Company's financial statement presentation or
disclosures.


                                      -19-
<PAGE>


                           PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

The Company's former Chief Financial Officer, Toufic R. Bassil, has asserted
claims against the Company for breach of his employment agreement and his
wrongful termination as an officer of the Company without cause effective March
1, 1999. These claims are being asserted pursuant to a binding arbitration
proceeding through the American Arbitration Association. Although the arbitrator
has determined that the Company is liable for damages from breach of the
employment agreement, damages have not yet been determined. The wrongful
termination claim is still in the discovery stage and the Company is actively
defending this matter. In the opinion of management, adequate provision has been
made in the consolidated financial statements with respect to the foregoing
claims.


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

On January 28, 2002, the Company issued to various employees and consultants an
aggregate of 350,000 shares of common stock as a bonus. The aggregate fair
market value of $73,500 was charged to operations during the three months ended
March 31, 2002.

On January 28, 2002, the Company issued to its Vice President of Operations
75,000 shares of common stock as a bonus. The aggregate fair market value of
$15,750 was charged to operations during the three months ended March 31, 2002.

On January 28, 2002, the Company issued to each of its two non-employee
directors 100,000 shares of common stock as a bonus. The aggregate fair market
value of the 200,000 shares of $42,000 was charged to operations during the
three months ended March 31, 2002.

During the three months ended March 31, 2002, the Company sold 1,149,000 units
of its securities to accredited investors in a private placement at $0.25 per
unit, generating $287,500 of equity capital, which included accounts payable of
$6,000 paid through the issuance of such securities. 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 18 months from the date of
issuance.

Effective January 3, 2002, the Company entered into a consulting agreement with
a firm that provides for the issuance of 25,000 shares of common stock per
month. During the three months ended March 31, 2002, the Company issued 75,000
shares to such firm. The aggregate fair market value of $24,750 was charged to
operations during the three months ended March 31, 2002.

During the three months ended March 31, 2002, the Company issued 18,400 shares
of common stock as commissions with respect to the private placement. The shares
were recorded at their par value of $0.08 per share and charged to additional
paid-in capital.

During the three months ended March 31, 2002, the Company issued 5,000 shares of
common stock as a consulting fee. The aggregate fair market of $2,250 was
charged to operations during the three months ended March 31, 2002.

During the three months ended March 31, 2002, the Company issued 56,250 shares
of common stock to its Chief Executive Officer. The shares were issued as a


                                      -20-
<PAGE>

bonus pursuant to a provision of the Chief Executive Officer's employment
agreement, which provides for the issuance of 5% of the shares issued in a
private placement. The aggregate fair market value of such shares of $25,313 was
charged to operations during the three months ended March 31, 2002.

On February 4, 2002, the Company agreed to grant its Vice President of
Operations 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, if 2002
revenues from the Company's Las Vegas Facility are at least equal to 2001
revenues. As of March 31, 2002, this warrant had not vested.

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.  EXHIBITS AND REPORTS ON FORM 8-K

        (a) 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.

        (b) Reports on Form 8-K:

            Three Months Ended March 31, 2002 - None


                                      -21-
<PAGE>





                                   SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



                                       CINEMA RIDE, INC.
                                       -----------------
                                          (Registrant)


                                       /s/ MITCHELL J. FRANCIS
Date:  May 13, 2002               By:  __________________________
                                       Mitchell J. Francis
                                       Chief Executive Officer,
                                       President, Chief Financial
                                       Officer and Chairman of
                                       the Board of Directors
                                       (Duly Authorized Officer
                                       and Chief Financial
                                       Officer)



                                      -22-
<PAGE>




                                INDEX TO EXHIBITS



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

10.1    Third Modification Agreement and Waiver of Defaults between Cinema Ride,
        Inc. and Finova Capital Corporation dated April 17, 2002



                                      -23-