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, 2001

[ ]  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, 2001,  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 - March 31, 2001 (Unaudited)
              and December 31, 2000

              Consolidated Statements of Operations (Unaudited) -
              Three Months Ended March 31, 2001 and 2000

              Consolidated Statements of Cash Flows (Unaudited) -
              Three Months Ended March 31, 2001 and 2000

              Notes to Consolidated Financial Statements (Unaudited) -
              Three Months Ended March 31, 2001 and 2000

     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

                                                   March 31,       December 31,
                                                     2001             2000
                                                  -----------      ------------
                                                  (Unaudited)

ASSETS

Current assets:
  Cash and cash equivalents                        $   106,934      $   109,834
  Prepaid expenses and other
    current assets                                      32,858           57,791
                                                   -----------      -----------
Total current assets                                   139,792          167,625
                                                   -----------      -----------

Property and equipment:
  Equipment and furniture                              111,180          110,033
  Equipment under capital lease                        208,236          208,236
  Lease improvements                                 1,061,682        1,062,582
  Theater and film equipment                         1,696,972        1,696,972
                                                   -----------      -----------
                                                     3,078,070        3,077,823

  Accumulated depreciation                          (2,054,237)      (1,989,420)
                                                   -----------      -----------
                                                     1,023,833        1,088,403
                                                   -----------      -----------

Other assets:
  Film library, net of accumulated
    amortization of $957,759 and
    $940,193 at March 31, 2001 and
    December 31, 2000, respectively                    135,011          152,577
  Investment in joint venture                          358,013          360,725
  Consulting agreement                                  15,607           18,207
  Deferred lease costs and other
    assets                                              86,031           91,826
                                                   -----------      -----------
                                                       594,662          623,335
                                                   -----------      -----------
Total assets                                       $ 1,758,287      $ 1,879,363
                                                   ===========      ===========


                                   (continued)

                                       3
<PAGE>


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


                                                  March 31,       December 31,
                                                     2001             2000
                                                 -----------      -----------
                                                 (Unaudited)

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued
    expenses                                     $   316,535      $   229,948
  Accrued interest payable (Note 2)                   50,976           30,881
  Current portion of capital
    lease obligations                                 56,907           48,854
  Current portion of note payable
    to lender (Note 2)                               720,691          732,327
                                                 -----------      -----------
Total current liabilities                          1,145,109        1,042,010
                                                 -----------      -----------

Non-current liabilities:
  Obligations under capital lease,
    less current portion                              19,087           38,727
  Deferred rent                                       58,840           63,254
  Loan payable to officer                            120,000          120,000
                                                 -----------      -----------
                                                     197,927          221,981
                                                 -----------      -----------
Total liabilities                                  1,343,036        1,263,991
                                                 -----------      -----------

Stockholders' equity (Note 3):
  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 -
    789,823 shares at March 31,
    2001 and December 31, 2000                        63,186           63,186
  Additional paid-in capital                       9,224,569        9,224,569
  Accumulated deficit                             (8,872,504)      (8,672,383)
                                                 -----------      -----------
Total stockholders' equity                           415,251          615,372
                                                 -----------      -----------
Total liabilities and
  stockholders' equity                           $ 1,758,287      $ 1,879,363
                                                 ===========      ===========



          See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

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


                                                        Three Months Ended
                                                              March 31,
                                                     --------------------------
                                                       2001             2000
                                                     ---------        ---------

Revenues                                             $ 524,395        $ 658,485

Direct costs of revenues                               360,401          330,153

Selling and marketing expenses                          44,471          107,043

General and administrative expenses                    192,843          206,335

Start-up costs (Note 4)                                                  74,421

Depreciation and amortization                           85,073           96,420
                                                     ---------        ---------
Loss from operations                                  (158,393)        (155,887)

Other income (expense):
  Equity in net income of
    joint venture                                        7,715            8,161
  Interest income                                          385            1,336
  Interest expense                                     (49,828)         (46,414)
                                                     ---------        ---------
Net loss                                             $(200,121)       $(192,804)
                                                     =========        =========

Basic and diluted net loss per
  common share (Note 1)                              $   (0.25)       $   (0.25)
                                                     =========        =========

Weighted average common
  shares outstanding -
  basic and diluted                                    789,823          775,823
                                                     =========        =========










          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,
                                                    --------------------------
                                                      2001             2000
                                                    ---------       ----------

Cash flows from operating activities:
  Net loss                                          $(200,121)      $(192,804)
  Adjustments to reconcile net loss
    to net cash provided by (used in)
    operating activities:
    Depreciation and amortization                      85,073          96,420
    Common stock issued for services                                   12,000
    Equity in net income of joint
      venture                                          (7,715)         (8,161)
    Amortization of consulting
      agreement                                         2,600           2,601
    Amortization of deferred
      financing costs                                   3,105           3,105
    Changes in operating assets and
      liabilities:
      (Increase) decrease in:
        Prepaid expenses and other
          current assets                               24,933         (14,522)
        Deposits                                                        3,000
      Increase (decrease) in:
        Accounts payable and
          accrued expenses                             86,587         (31,826)
        Accrued interest payable                       20,095
        Deferred rent                                  (4,414)         (5,991)
                                                    ---------       ---------
Net cash provided by (used in)
  operating activities                                 10,143        (136,178)
                                                    ---------       ---------






                                   (continued)




                                       6
<PAGE>


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


                                                           Three Months Ended
                                                               March 31,
                                                      --------------------------
                                                        2001             2000
                                                      ---------       ---------

Cash flows from investing activities:
  Purchase of property and equipment                  $    (247)      $ (21,745)
  Dividends received from joint
    venture                                              10,427          21,108
  Decrease in receivable from officer                                     3,600
                                                      ---------       ---------
Net cash provided by investing
  activities                                             10,180           2,963
                                                      ---------       ---------

Cash flows from financing activities:
  Payments on notes payable                             (11,636)        (31,686)
  Principal payments on capital
    lease obligations                                   (11,587)         (5,456)
                                                      ---------       ---------
Net cash used in financing
  activities                                            (23,223)        (37,142)
                                                      ---------       ---------

Cash and cash equivalents:
  Net decrease                                           (2,900)       (170,357)
  At beginning of period                                109,834         320,189
                                                      ---------       ---------
  At end of period                                    $ 106,934       $ 149,832
                                                      =========       =========








          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, 2001 and 2000


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.

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  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 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, 2001,  the results of  operations  for the three months ended March
31, 2001 and 2000,  and the cash flows for the three months ended March 31, 2001
and 2000. The consolidated balance sheet as of December 31, 2000 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,
2000, as filed with the Securities and Exchange Commission.

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  ended March 31, 2001 are not
necessarily  indicative of the results of operations to be expected for the full
fiscal year ending December 31, 2001.

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 suffered  recurring  operating losses and
had a  substantial  working  capital  deficit at March 31, 2001 and December 31,
2000. In addition,  the Company was in default of its payment  obligation to its
primary secured lender at March 31, 2001 and December 31, 2000. Furthermore, the
Company's  Las Vegas  Facility  continues  to  experience a decline in revenues,
which has impaired the Company's  liquidity and cash flows. As a result of these
factors, the Company's  independent  certified public accountants have expressed
substantial doubt about the Company's ability to continue as a going concern.


                                       8
<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  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 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.

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  March  31,  2001,  potentially  dilutive  securities
consisted of  outstanding  stock options and warrants to acquire  997,188 shares
and 1,935,535 shares of common stock, respectively.


2.  Note Payable to Lender

As a result of reduced cash flows from operations, the Company did not make most
of the  required  monthly  payments  to its  lender  under a  secured  financing
agreement  during the three months  ended  December 31, 2000 and March 31, 2001.
The Company has been engaged in ongoing discussions with the lender, as a result
of which the Company has reached an agreement in  principle to  restructure  the
financing  agreement,  subject to the  preparation  of definitive  documents and
other normal contingencies. In conjunction with such discussions, the lender has
confirmed to the Company that it has no immediate plans to declare the financing
agreement  in  default  or to  accelerate  all  of the  amounts  due  and  owing
thereunder.  Although the Company believes that the proposed  restructuring will
be successfully  concluded,  there can be no assurances that the Company will be
successful in this regard.

On December 31, 1996, the Company entered into the secured  financing  agreement
with the lender that was structured as a  sale-leaseback  transaction of certain
equipment owned by the Company.  The financing agreement requires the Company to
repurchase  the  equipment at the end of the lease term for $1.00.  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 of
$1,575,027 was repayable over a period of four years at $40,903 per month with a
balloon  payment of $157,503,  with  interest at 16.75% per annum.  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 or interest  rate.  The
balance of the loan was $720,691 and $732,327 at March 31, 2001 and December 31,
2000,  respectively.  Accrued  interest  payable  with  respect to this loan was
$50,976 and $30,881 at March 31, 2001 and December 31, 2000, respectively.  As a
result of the Company's failure to make the required payments to the lender when
due, the Company has classified the entire obligation to the lender as a current
liability  in the  consolidated  financial  statements  at  March  31,  2001 and
December 31, 2000.





                                       9
<PAGE>

3.  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 three  months  ended March 31,  2000,  the Company  recognized  compensation
expense of $12,000, which is included in 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 the 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 March 2001, the Company granted its Chief Executive  Officer an option to
purchase an aggregate of 800,000  shares of common stock expiring on the earlier
to occur of three years from the date of vesting or March 2006. The stock option
is exercisable at prices ranging from $0.38 per share to $2.00 per share,  which
were not less than fair market value of the Company's  common stock on the grant
date.  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, 2001. In accordance  with  accounting  for such
stock  options  utilizing the intrinsic  value method,  no related  compensation
expense was recorded in the Company's financial statements.


4.  Start-up Costs

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 three months ended March 31, 2000,
which were charged to operations as incurred.




                                       10
<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,
2001 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 March 31, 2001 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.


                                       11
<PAGE>

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  suffered  recurring   operating  losses  and  had  a
substantial  working capital deficit at March 31, 2001 and December 31, 2000. In
addition,  the Company was in default of its payment  obligation  to its primary
secured  lender  at March 31,  2001 and  December  31,  2000.  Furthermore,  the
Company's  Las Vegas  Facility  continues  to  experience a decline in revenues,
which has impaired the Company's  liquidity and cash flows. As a result of these
factors, the Company's  independent  certified public accountants 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  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  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 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.


                                       12
<PAGE>

Results of Operations:

Three Months Ended March 31, 2001 and 2000 -

Revenues  decreased  by $134,090  or 20.4% to $524,395 in 2001 from  $658,485 in
2000. The decrease in revenues was attributable to a decrease in revenues at the
Las Vegas facility,  which 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 additional  competition from the opening of new shopping malls in Las
Vegas.  The Company  believes  that a general  slow-down in the economy has also
contributed to the decline in revenues at the Las Vegas Facility. The Company is
currently unable to predict the extent and duration of this decrease in revenues
at the Las Vegas Facility.

Direct  costs of revenues  increased by $30,248 or 9.2% to $360,401 in 2001 from
$330,153 in 2000.  Direct  costs of  revenues  were 68.7% of revenues in 2001 as
compared to 50.1% of revenues in 2000.

Selling and marketing  expenses decreased by $62,572 or 58.5% to $44,471 in 2001
from  $107,043  in  2000,  primarily  as a  result  of a  reduction  in  certain
promotional programs.

General and administrative  expenses decreased by $13,492 or 6.5% to $192,843 in
2001 from $206,335 in 2000, as a result of the Company's  continuing  efforts to
reduce costs.

Start-up  costs with  respect to the  opening  of the New Jersey  Facility  were
$74,421 for the three months ended March 31, 2000.

Depreciation and  amortization  decreased by $11,347 or 11.8% to $85,073 in 2001
from $96,420 in 2000.

Interest expense  increased by $3,414 or 7.4% to $49,828 in 2001 from $46,414 in
2000.

Equity in net income of joint venture decreased by $446, to net income of $7,715
in 2001 from net income of $8,161 in 2000.

Net loss was $200,121 for the three months ended March 31, 2001,  as compared to
net loss of $192,804 for the three months ended March 31, 2000.

Liquidity and Capital Resources - March 31, 2001:

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 facilities and ride films and to operate its
business.

Operating Activities.  The Company's operations generated cash of $10,143 during
the three months ended March 31, 2001, as compared to utilizing cash of $126,178
during the three months ended March 31, 2000. The  improvement in operating cash
flow in 2001 as  compared  to 2000 was  primarily  a result  of an  increase  in
accounts payable and accrued expenses.


                                       13
<PAGE>

At March 31,  2001,  cash and cash  equivalents  had  decreased  by  $2,900,  to
$106,934, as compared to $109,834 at December 31, 2000. As a result, the Company
had a working  capital deficit of $1,005,317 at March 31, 2001, as compared to a
working capital  deficit of $874,385 at December 31, 2000,  resulting in current
ratios of .12:1 and .16:1 at March 31, 2001 and December 31, 2000, respectively.
As a result of the Company's  failure to make the required  monthly  payments to
its secured lender, the Company classified the entire balance of note payable to
lender as a current liability at March 31, 2001 and December 31, 2000.

Investing Activities.  Net cash provided by investing activities was $10,180 for
the three  months  ended March 31,  2001,  primarily as a result of dividends of
$10,427 received from the Company's joint venture with Dave & Buster's, Inc. Net
cash  provided by  investing  activities  was $2,963 for the three  months ended
March 31, 2000,  primarily as a result of $21,108 of dividends received from the
Company's  joint venture with Dave & Buster's,  Inc.,  offset by the purchase of
property and equipment of $21,745.

Financing  Activities.  Net cash used in  financing  activities  was $23,223 and
$37,142 for the three months ended March 31, 2001 and 2000,  respectively,  as a
result of payments on notes payable and capital lease obligations.

As a result of reduced cash flows from operations, the Company did not make most
of the  required  monthly  payments  to its  lender  under a  secured  financing
agreement  during the three months  ended  December 31, 2000 and March 31, 2001.
The Company has been engaged in ongoing discussions with the lender, as a result
of which the Company has reached an agreement in  principle to  restructure  the
financing  agreement,  subject to the  preparation  of definitive  documents and
other normal contingencies. In conjunction with such discussions, the lender has
confirmed to the Company that it has no immediate plans to declare the financing
agreement  in  default  or to  accelerate  all  of the  amounts  due  and  owing
thereunder.  Although the Company believes that the proposed  restructuring will
be successfully  concluded,  there can be no assurances that the Company will be
successful in this regard.

On December 31, 1996, the Company entered into the secured  financing  agreement
with the lender that was structured as a  sale-leaseback  transaction of certain
equipment owned by the Company.  The financing agreement requires the Company to
repurchase  the  equipment at the end of the lease term for $1.00.  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 of
$1,575,027 was repayable over a period of four years at $40,903 per month with a
balloon  payment of $157,503,  with  interest at 16.75% per annum.  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 or interest  rate.  The
balance of the loan was $720,691 and $732,327 at March 31, 2001 and December 31,
2000,  respectively.  Accrued  interest  payable  with  respect to this loan was
$50,976 and $30,881 at March 31, 2001 and December 31, 2000, respectively.  As a
result of the Company's failure to make the required payments to the lender when
due, the Company has classified the entire obligation to the lender as a current
liability  in the  consolidated  financial  statements  at  March  31,  2001 and
December 31, 2000.


Joint Venture Commitment:

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  twenty seat open pod simulator systems.  The Company will
also be responsible  for providing all of the hardware and software  required to
operate the ride facility.  The Company will require additional capital in order
to be able to fund its  obligations  under the amended joint venture  agreement.
However,  there can be no  assurances  that the Company  will be  successful  in
raising the additional capital required.

                                       14
<PAGE>

New Accounting Pronouncement:

In June 1998, the Financial Accounting Standards Board issued Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS No. 133"),
which is  effective  for  financial  statements  for all fiscal  quarters of all
fiscal  years  beginning  after June 15,  2000.  SFAS No. 133  standardizes  the
accounting for derivative instruments,  including certain derivative instruments
embedded in other  contracts,  by requiring that an entity recognize those items
as assets or liabilities in the statement of financial position and measure them
at  fair  value.  SFAS  No.  133  also  addresses  the  accounting  for  hedging
activities.  The Company  adopted SFAS No. 133  effective  January 1, 2001.  The
adoption  of SFAS No.  133 did not have any  impact on the  Company's  financial
statement presentation or disclosures.






                                       15
<PAGE>



                           PART II. OTHER INFORMATION


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

During March 2001, the Company granted its Chief Executive  Officer an option to
purchase an aggregate of 800,000  shares of common stock expiring on the earlier
to occur of three years from the date of vesting or March 2006. The stock option
is exercisable at prices ranging from $0.38 per share to $2.00 per share,  which
were not less than fair market value of the Company's  common stock on the grant
date.  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, 2001.

The stock option was 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:  None

(b)      Reports on Form 8-K:

          Three Months Ended March 31, 2001 -

          1.   February  6,  2001  - The  Company  reported  the  engagement  of
               Hollander,  Lumer  & Co.  LLP as the  Company's  new  independent
               accountants to replace BDO Seidman, LLP.

          2.   March 29, 2001 - The Company  reported  that Good Swartz  Brown &
               Berns LLP, as the successor entity to Hollander, Lumer & Co. LLP,
               became the Company's new independent accountants.




<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 18, 2001               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)