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 September 30, 2000

[ ] 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 October 31,  2000,  the Company had 789,823  shares of common stock issued
and outstanding.

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

Documents incorporated by reference:  None.


<PAGE>


                       CINEMA RIDE, INC. AND SUBSIDIARIES

                                      INDEX


PART I.   FINANCIAL INFORMATION

     Item 1.  Financial Statements

              Consolidated Balance Sheets - December 31, 1999
              and September 30, 2000 (Unaudited)

              Consolidated Statements of Operations (Unaudited)
              - Three Months and Nine Months Ended September 30, 2000 and 1999

              Consolidated Statements of Cash Flows (Unaudited)
              - Nine Months Ended September 30, 2000 and 1999

              Notes to Consolidated Financial Statements (Unaudited)
              - Three Months and Nine Months Ended  September 30, 2000 and 1999

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


PART II.  OTHER INFORMATION

     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

                                                 September 30,    December 31,
                                                     2000             1999
                                                   ---------        ---------
                                                  (Unaudited)
ASSETS

Current assets:
  Cash and cash equivalents                       $   111,481       $   320,189
  Prepaid expenses and other
    current assets                                     37,178            25,804
                                                  -----------       -----------
Total current assets                                  148,659           345,993
                                                  -----------       -----------

Property and equipment:
  Office equipment and furniture                      110,033           105,249
  Equipment under capital lease                       208,236           204,858
  Lease improvements                                1,062,582         1,051,723
  Theater and film equipment                        1,695,877         1,673,132
                                                  -----------       -----------
                                                    3,076,728         3,034,962

  Accumulated depreciation                         (1,916,683)       (1,688,658)
                                                  -----------       -----------
                                                    1,160,045         1,346,304
                                                  -----------       -----------

Other assets:
  Film library,  net of  accumulated
    amortization  of $922,628  and
    $869,930 at September 30, 2000
    and December 31, 1999,
    respectively                                      170,142           222,840
  Investment in joint venture                         378,473           411,663
  Receivables from officer                                -               8,069
  Consulting agreement                                 20,808            28,611
  Deferred lease costs and other
    assets                                            103,581           123,967
                                                  -----------       -----------
                                                      673,004           795,150
                                                  -----------       -----------
Total assets                                      $ 1,981,708       $ 2,487,447
                                                  ===========       ===========
                                   (continued)

                                      -3-
<PAGE>


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

                                                 September 30,      December 31,
                                                     2000               1999
                                                   ---------          ---------
                                                  (Unaudited)

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued
    expenses                                       $   146,378      $   219,125
  Current portion of capital
    lease obligations                                   47,042           40,381
  Current portion of note payable
    to lender                                          148,729          133,077
  Current portion of note payable
    to bank                                                -                416
                                                   -----------      -----------
Total current liabilities                              342,149          392,999
                                                   -----------      -----------

Non-current liabilities:
  Obligations under capital lease,
    less current portion                                53,151           84,660
  Note payable to lender, less
    current portion                                    583,597          697,072
  Deferred rent                                         67,666           84,061
  Loan payable to officer                              120,000          120,000
                                                   -----------      -----------
                                                       824,414          985,793
                                                   -----------      -----------
Total liabilities                                    1,166,563        1,378,792
                                                   -----------      -----------

Commitments and contingencies
  (Note 2)

Stockholders' equity (Note 2):
  Preferred stock, $.01 par value -
    Authorized - 500,000 shares
    Issued - None
  Common stock,  $.08 par value -
    Authorized -  20,000,000 shares
    Issued and Outstanding -
    789,823 shares and 731,823 shares
    at September 30, 2000 and
    December 31, 1999, respectively                     63,186           58,546
  Additional paid-in-capital                         9,224,569        9,212,209
  Accumulated deficit                               (8,472,610)      (8,162,100)
                                                   -----------      -----------
Total stockholders' equity                             815,145        1,108,655
                                                   -----------      -----------
Total liabilities and
  stockholders' equity                             $ 1,981,708      $ 2,487,447
                                                   ===========      ===========

          See accompanying notes to consolidated financial statements.

                                      -4-
<PAGE>

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

                                                         Three Months Ended
                                                            September 30,
                                                      --------------------------
                                                        2000             1999
                                                      ---------        ---------

Revenues                                             $ 767,018        $ 711,437

Selling, general and
  administrative expenses                              662,311          508,265

Depreciation and amortization                           94,691          135,280
                                                     ---------        ---------
Income from operations                                  10,016           67,892

Other income (expense):
  Equity in net income (loss)
    of joint venture                                   (24,323)          12,610
  Interest income                                          821            3,610
  Interest expense                                     (38,080)         (42,495)
                                                     ---------        ---------
Net income (loss)                                    ($ 51,566)       $  41,617
                                                     =========        =========

Basic and diluted net income
  (loss) per common share (Note 1)                   ($   0.07)       $    0.06
                                                     =========        =========

Weighted average common
  shares outstanding -
  basic and diluted                                    781,490          731,823
                                                     =========        =========






          See accompanying notes to consolidated financial statements.

                                      -5-
<PAGE>

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

                                                       Nine Months Ended
                                                          September 30,
                                                  ----------------------------
                                                     2000               1999
                                                  ---------          ---------

Revenues                                         $ 2,191,695        $ 1,883,764

Selling, general and
  administrative expenses                          1,994,163          1,692,093

Start-up costs for New Jersey
  Facility (Note 3)                                   74,421                -


Depreciation and amortization                        288,795            407,239
                                                 -----------        -----------
Loss from operations                                (165,684)          (215,568)

Other income (expense):
  Equity in net income (loss)
    of joint venture                                 (18,490)            58,189
  Interest income                                      2,921              8,893
  Interest expense                                  (129,257)          (157,706)
  Fair value of warrants issued
    to officer as commitment fee
    for line of credit (Note 2)                          -              (64,620)
                                                 -----------        -----------
Net loss                                         ($  310,510)       ($  370,812)
                                                 ===========        ===========

Basic and diluted net loss
  per common share (Note 1)                      ($     0.40)       ($     0.51)
                                                 ===========        ===========

Weighted average common
  shares outstanding -
  basic and diluted                                  775,046            731,823
                                                 ===========        ===========







          See accompanying notes to consolidated financial statements.


                                      -6-
<PAGE>

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


                                                          Nine Months Ended
                                                             September 30,
                                                      --------------------------
                                                         2000             1999
                                                      ---------        ---------
Increase (decrease) in cash

Cash flows from operating activities:
  Net loss                                            ($310,510)      ($370,812)
  Adjustments to reconcile net loss
    to net cash used in operating
    activities:
    Depreciation and amortization                       288,795         407,239
    Common stock issued for services                     17,000             809
    Equity in net income (loss) of
      joint venture                                      18,490         (58,189)
    Amortization of consulting
      agreement                                           7,803           7,803
    Amortization of deferred
      financing costs                                     9,314           9,314
    Fair value of warrants issued
      to officer as commitment fee
      for line of credit                                    -            64,620
    Changes in operating assets and
      liabilities:
      (Increase) decrease in:
        Inventories                                         -           (10,465)
        Prepaid expenses and other
          current assets                                (11,374)         35,159
        Deposits                                          3,000          12,532
      Increase (decrease) in:
        Accounts payable and
          accrued expenses                              (72,747)        (85,887)
        Deferred rent                                   (16,395)        (19,106)
                                                      ---------       ---------
Net cash used in operating
  activities                                            (66,624)         (6,983)
                                                      ---------       ---------





                                   (continued)

                                      -7-

<PAGE>

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


                                                         Nine Months Ended
                                                            September 30,
                                                      --------------------------
                                                         2000             1999
                                                      ---------        ---------
Increase (decrease) in cash

Cash flows from investing activities:
  Purchase of property and equipment                  ($ 41,766)      $     -
  Investment in joint venture                                            (4,376)
  Dividends received from joint
    venture                                              14,700         106,976
  (Increase) decrease in receivables
    from officer                                          8,069          (5,633)
                                                      ---------       ---------
Net cash provided by (used in)
  investing activities                                  (18,997)         96,967
                                                      ---------       ---------

Cash flows from financing activities:
  Payments on notes payable                             (98,239)        (51,569)
  Principal payments on capital
      lease obligations                                 (24,848)        (13,930)
                                                      ---------       ---------
Net cash used in financing
  activities                                           (123,087)        (65,499)
                                                      ---------       ---------

Cash and cash equivalents:
  Net increase (decrease)                              (208,708)         24,485
  At beginning of period                                320,189         240,341
                                                      ---------       ---------
  At end of period                                    $ 111,481       $ 264,826
                                                      =========       =========











          See accompanying notes to consolidated financial statements.

                                      -8-
<PAGE>

                       Cinema Ride, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (Unaudited)
         Three Months and Nine Months Ended September 30, 2000 and 1999


1.  Organization and Basis of Presentation

Basis of  Presentation  - The  accompanying  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.

The  Company's  investment  in joint  venture is accounted  for under the equity
method of  accounting,  whereby  the Company  recognizes  its share of the joint
venture's  net  income  or loss  and  accordingly,  the  carrying  value  of the
Company's  investment in joint venture in the accompanying  consolidated balance
sheets is adjusted.

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.  With regard to the
technology employed by the Company in its ride facilities,  on January 12, 1999,
the Company was granted  Patent No.  5,857,917 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.

Comments  - The  accompanying  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 Septmber 30, 2000,  the results of operations
for the three months and nine months ended  September 30, 2000 and 1999, and the
cash  flows  for the  nine  months  ended  September  30,  2000  and  1999.  The
consolidated balance sheet as of December 31, 1999 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,
1999, as filed with the Securities and Exchange Commission.

                                      -9-

<PAGE>


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.

The results of operations  for the three months and nine months ended  September
30,  2000 are not  necessarily  indicative  of the results of  operations  to be
expected for the full fiscal year ending December 31, 2000.

Going Concern - The  accompanying  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 accompanying  consolidated  financial statements do not purport
to represent  the  realizable  or  settlement  values.  The Company has suffered
recurring  operating  losses and had a working  capital  deficit at December 31,
1999 and  September  30, 2000 that may impair its  ability to obtain  additional
financing.  These factors raise substantial doubt about the Company's ability to
continue  as  a  going  concern.  The  Company's  independent  certified  public
accountants  have  included  a  modification  paragraph  in their  report on the
Company's consolidated financial statements for the year ended December 31, 1999
with respect to this matter.

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  are  included  in  the  statement  of
operations.

Earnings  Per Share - Basic  earnings  per share is  calculated  by dividing net
income (loss) by the weighted average number of common shares outstanding during
the period.  Diluted  earnings per 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  earnings  per share are the same for all
periods presented.  As of September 30, 2000,  potentially  dilutive  securities
consisted of  outstanding  stock options and warrants to acquire  222,188 shares
and 1,552,461 shares of common stock, respectively.

                                      -10-

<PAGE>

2.  Stockholders' Equity

During January 2000, the Company issued 48,000 shares of common stock to certain
of its non-officer  employees and consultants as a bonus, which were recorded at
fair market value on the date of issuance of $0.25 per share.  Accordingly,  for
the nine months ended  September 30, 2000, the Company  recognized  compensation
expense of $12,000,  which is included  in selling,  general and  administrative
expenses in the statement of operations.

During  September  2000,  the Company  issued 10,000 shares of common stock to a
consultant as compensation,  which was recorded at fair market value on the date
of  issuance  of $0.50 per  share.  Accordingly,  for the three  months and nine
months ended September 30, 2000, the Company recognized  compensation expense of
$5,000, which is included in selling, general and administrative expenses in the
statement of operations.

During  January  2000,  as a result of the  opening  of the  Company's  new ride
facility in Elizabeth,  New Jersey, the Company was obligated to grant its Chief
Executive  Officer  a bonus in the form of a stock  option  to  purchase  25,000
shares  of common  stock  exercisable  for a period  of five  years at $0.25 per
share,  which was fair market  value at the date of grant.  The Chief  Executive
Officer was granted  this stock option  pursuant to the terms of his  employment
agreement  with the Company,  which  provides for the granting of stock  options
based on various occurrences, including the opening of new ride facilities.

During  February  1999, as  consideration  for providing a line of credit to the
Company, the Company granted warrants to the Chief Executive Officer to purchase
1,538,461  shares of common stock at an exercise  price of $0.13 per share,  the
fair market  value on the date of the  agreement,  expiring on February 2, 2002.
The  Company  calculated  the fair  value of the  warrants  granted to the Chief
Executive Officer using the Black-Scholes  option pricing model, and charged the
fair value of $64,620 to  operations  as a loan  commitment  fee during the nine
months ended September 30, 1999.


3.  Start-up Costs for New Jersey Facility

The Company began  development of the New Jersey  Facility during late 1999. The
New Jersey  Facility was  completed  and began  operations  in January  2000. In
connection  with the  establishment  of the New  Jersey  Facility,  the  Company
incurred  start-up costs of $74,421  during the nine months ended  September 30,
2000, which were charged to operations as incurred.


                                      -11-
<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  September
30, 2000 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, 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  September  30, 2000 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 was formed in April 1993, and operations of the Company commenced in
October 1994 when the Las Vegas,  Nevada Facility was opened. The Company opened
its other locations, the West Edmonton Mall Facility, the Times Square Facility,
the Atlanta,  Georgia Facility, and the Elizabeth, New Jersey Facility in August
1995, September 1996, September 1998 and January 2000, respectively. The Company
closed the Times Square Facility in January 1998.

Recent Development:

During May 2000,  the Company  entered into an  agreement  with Dave & Buster's,
Inc. to amend and update its  existing  joint  venture  agreement to include the
installation  of five  additional  ride  facilities  in new or  existing  Dave &
Buster's,  Inc. locations.  The Company will be responsible for the installation
of its  newly-designed  eight seat open pod simulator  system.  The Company will
also be responsible for providing all hardware and software  required to operate
the ride facility.  In order to fund its  obligations  under this agreement with
Dave & Buster's, Inc., the Company anticipates that it will be required to raise
additional  working  capital  through  one or more  debt or  equity  financings.
However,  there can be no assurances that the Company will be successful in this
regard.

                                      -12-
<PAGE>
Seasonality:

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. Results of Operations:

Three Months Ended September 30, 2000 and 1999 -

Revenues increased by $55,581 or 7.8% to $767,018 in 2000 from $711,437 in 1999.
The New  Jersey  Facility  opened in  January  2000 and  generated  revenues  of
$107,704.  The net  increase  in  revenues  was  attributable  to the New Jersey
Facility,  which was partially offset by a decrease in revenues at the Las Vegas
facility  during the period.  The decrease in revenues at the Las Vegas Facility
began during August 2000 as a result of the temporary  shut-down of the fountain
show at the Caesar's Hotel and Casino Shopping Mall, as well as the opening of a
new  entertainment-based  shopping  mall at the  newly-opened  Aladdin Hotel and
Casino.  The Company is  currently  unable to predict the extent and duration of
this decrease in revenues at its Las Vegas Facility.

Selling,  general and administrative  expenses increased by $154,046 or 30.3% to
$662,311 in 2000 from $508,265 in 1999,  primarily as a result of the opening of
the New Jersey Facility in January 2000 and increased  marketing and promotional
activities.

Depreciation and  amortization  decreased by $40,589 or 30.0% to $94,691 in 2000
from $135,280 in 1999, primarily as a result of certain fixed assets having been
fully depreciated at December 31, 1999.

Interest expense decreased by $4,415 or 10.4% to $38,080 in 2000 from $42,495 in
1999, primarily as a result of a reduction in the outstanding  principal balance
of interest-bearing debt.

                                      -13-
<PAGE>

Equity in net income (loss) of joint venture decreased by $36,933, to a net loss
of $24,323  in 2000 from net income of $12,610 in 1999.  In an effort to improve
the  operating  results  of the joint  venture,  the  Company  has hired its own
on-site manager to promote the Company's ride facility at Dave & Buster's, Inc.

As a result of the  aforementioned  factors,  net loss was $51,566 for the three
months ended  September  30, 2000,  as compared to net income of $41,617 for the
three months ended September 30, 1999.

Nine Months Ended September 30, 2000 and 1999 -

Revenues increased by $307,931 or 16.3% to $2,191,695 in 2000 from $1,883,764 in
1999,  almost all of which was  attributable to the New Jersey  Facility,  which
opened in January 2000.

Selling,  general and administrative  expenses increased by $302,070 or 17.9% to
$1,994,163 in 2000 from $1,692,093 in 1999, primarily as a result of the opening
of the  New  Jersey  Facility  in  January  2000  and  increased  marketing  and
promotional activities.

Included in selling,  general and administrative expenses in 1999 is a charge of
$70,000  related to the Company's  former Chief  Financial  Officer  leaving the
Company effective March 1, 1999.

During the nine months ended September 30, 2000, the Company  recorded  start-up
costs of $74,421  related to the  opening of the New Jersey  Facility in January
2000.

Depreciation and amortization decreased by $118,444 or 29.1% to $288,795 in 2000
from $407,239 in 1999, primarily as a result of certain fixed assets having been
fully depreciated at December 31, 1999.

Interest expense decreased by $28,449 or 18.0% to $129,257 in 2000 from $157,706
in 1999,  primarily  as a result of a reduction  in the  outstanding  balance of
interest-bearing debt.

Equity in net income (loss) of joint venture  decreased by $76,679 to a net loss
of $18,490  in 2000 from net income of $58,189 in 1999.  In an effort to improve
the  operating  results  of the joint  venture,  the  Company  has hired its own
on-site manager to promote the Company's ride facility at Dave & Buster's, Inc.

                                      -14-
<PAGE>

During  February  1999, as  consideration  for providing a line of credit to the
Company, the Company granted warrants to the Chief Executive Officer to purchase
1,538,461  shares of common stock at an exercise  price of $0.13 per share,  the
fair market  value on the date of the  agreement,  expiring on February 2, 2002.
The  Company  calculated  the fair  value of the  warrants  granted to the Chief
Executive Officer using the Black-Scholes  option pricing model, and charged the
fair value of $64,620 to  operations  as a loan  commitment  fee during the nine
months ended September 30, 1999.

As a result of the  aforementioned  factors,  the net loss was  $310,510 for the
nine months ended  September 30, 2000, as compared to a net loss of $370,812 for
the nine months ended September 30, 1999.

Liquidity and Capital Resources - September 30, 2000:

Operating  Activities.  The Company's operations utilized cash of $66,624 during
the nine months  ended  September  30, 2000,  as compared to  utilizing  cash of
$6,983  during the nine months ended  September  30, 1999.  The increase in cash
utilized in  operating  activities  in 2000 as compared to 1999 was  primarily a
result of continuing operating losses incurred by the Company.

At September 30, 2000, cash and cash  equivalents had decreased by $208,708,  to
$111,481, as compared to $320,189 at December 31, 1999. As a result, the Company
had a working  capital deficit of $193,490 at September 30, 2000, as compared to
a working capital deficit of $47,006 at December 31, 1999,  resulting in current
ratios  of .43:1  and  .88:1  at  September  30,  2000 and  December  31,  1999,
respectively.  The  Company's  current  assets at  December  31,  1999  included
$120,000 of cash that had been borrowed from an officer in November 1999 and was
reflected  as a  non-current  liability  at  December  31,  1999.  This cash was
utilized  during the nine  months  ended  September  30,  2000 to fund the costs
associated with the installation and start-up of the Company's new ride facility
in Elizabeth, New Jersey, which opened in January 2000.

Investing Activities.  Net cash used in investing activities was $18,997 for the
nine months ended  September 30, 2000,  primarily as a result of the purchase of
fixed assets of $41,766,  offset in part by dividends of $14,700  received  from
the  Company's  joint  venture  with Dave &  Buster's,  Inc.  and a decrease  in
receivables  from officer of $8,069.  Net cash provided by investing  activities
was $96,967 for the nine months ended September 30, 1999,  primarily as a result
of $106,976 of dividends  received from the Company's  joint venture with Dave &
Buster's, Inc.

                                      -15-
<PAGE>

Financing  Activities.  Net cash used in financing  activities  was $123,087 and
$65,499 for the nine months ended September 30, 2000 and 1999, respectively,  as
a result of payments on notes payable and capital lease obligations.

The Company has relied on the proceeds  from the sale of its  securities,  loans
from both  unrelated and related  parties,  and equipment  leases to provide the
cash  necessary  to develop  its  facilities  and ride films and to operate  its
business.

Pursuant  to the  Company's  amended  loan  agreement  with its Chief  Executive
Officer, during November 1999, the Chief Executive Officer repaid $85,000 of his
notes  receivable,  consisting  of principal of $75,000 and accrued  interest of
$10,000,  and the  Company  also  borrowed  $120,000  from him under the line of
credit.  The  aggregate  proceeds  of $205,000  were  utilized to fund the costs
associated with the installation and start-up of the Company's new ride facility
in Elizabeth, New Jersey, which opened in January 2000.

Going Concern:

The accompanying  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
accompanying  consolidated  financial statements do not purport to represent the
realizable or settlement values.  The Company has suffered  recurring  operating
losses and had a working  capital deficit at December 31, 1999 and September 30,
2000 that may impair its ability to obtain additional  financing.  These factors
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern. The Company's  independent certified public accountants have included a
modification  paragraph in their report on the Company's  consolidated financial
statements for the year ended December 31, 1999 with respect to this matter.

The Company  believes that its previous efforts to reduce costs and operate more
efficiently, combined with the modified financing arrangement with the Company's
secured lender,  Finova Technology Finance,  Inc.,  borrowings under the line of
credit  provided  by the Chief  Executive  Officer,  and the  opening of the New
Jersey Facility,  will generate an improvement in cash flows, although there can
be no  assurances  that such efforts  will be  successful.  Furthermore,  to the
extent that the Company's Las Vegas Facility experiences a continuing decline in
revenues,  the  Company's  liquidity  and ability to conduct  operations  may be
impaired.

                                      -16-
<PAGE>

The Company will require  additional  capital to fund operating and debt service
requirements,  as well as to fund  expansion  plans and  possible  acquisitions,
mergers and joint ventures,  including the amended joint venture  agreement with
Dave & Buster's,  Inc. The Company is exploring  various  alternatives  to raise
this required  capital,  but there can be no assurances that the Company will be
successful  in this  regard.  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.

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



                                      -17-
<PAGE>



                           PART II. OTHER INFORMATION


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

    (c)  Recent sales of unregistered securities

During  September  2000,  the Company  issued 10,000 shares of common stock to a
consultant as compensation,  which was recorded at fair market value on the date
of issuance of $0.50 per share.

The shares of common stock were issued based on an exemption  from  registration
pursuant to Section 4(2) of the Securities Act of 1933, as amended, based on the
representations of the recipient.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits:

         27 Financial Data Schedule (electronic filing only)

(b)      Reports on Form 8-K:

         Three Months Ended September 30, 2000 - None



                                      -18-
<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:  November 6, 2000           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)




                                      -19-