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, 2004

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

      For the transition period from _________ to _________

                         Commission File Number: 0-24592

                                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 April 30, 2004, the Company had 8,915,125 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

        Condensed Consolidated Balance Sheets - March 31, 2004 (Unaudited) and
        December 31, 2003

        Condensed Consolidated Statements of Operations (Unaudited) - Three
        Months Ended March 31, 2004 and 2003

        Condensed Consolidated Statements of Cash Flows (Unaudited) - Three
        Months Ended March 31, 2004 and 2003

        Notes to Condensed Consolidated Financial Statements (Unaudited) - Three
        Months Ended March 31, 2004 and 2003

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

  Item 3.  Controls and Procedures


PART II.  OTHER INFORMATION

  Item 1.  Legal Proceedings

  Item 2.  Changes in Securities, Use of Proceeds and Small Business Issuer
           Purchases of Equity Securities

  Item 3.  Defaults Upon Senior Securities

  Item 6.  Exhibits and Reports on Form 8-K


SIGNATURES

                                      -2-
<PAGE>

<TABLE>

                       Cinema Ride, Inc. and Subsidiaries
                      Condensed Consolidated Balance Sheets

<CAPTION>
                                            March 31,      December 31,
                                              2004             2003
                                           -----------     ------------
<S>                                       <C>               <C>
                                           (Unaudited)

ASSETS

Current assets:
  Cash                                    $    69,864       $   91,311
  Prepaid accounting fee to
    related party                              87,845             -
  Other current assets                         29,013           16,268
                                           ----------        ---------
Total current assets                          186,722          107,579
                                           ----------        ---------

Property and equipment:
  Office equipment and furniture              159,451          156,586
  Equipment under capital lease               141,928          141,928
  Leasehold improvements                       41,835           14,662
                                           ----------        ---------
                                              343,214          313,176

  Less accumulated depreciation               (96,937)         (81,825)
                                           ----------        ---------
                                              246,277          231,351
                                           ----------        ---------

Other assets:
  Assets related to discontinued
    operations                                    821              588
  Investment in terminated joint
    venture - Tickets2Nite                     24,088          462,179
  Deposits                                     40,029           30,029
                                           ----------        ---------
                                               64,938          492,796
                                           ----------        ---------
Total assets                              $   497,937       $  831,726
                                           ==========        =========
</TABLE>



                                   (continued)


                                      -3-
<PAGE>

<TABLE>
                       Cinema Ride, Inc. and Subsidiaries
                Condensed Consolidated Balance Sheets (continued)

<CAPTION>
                                            March 31,      December 31,
                                              2004             2003
                                           -----------     ------------
<S>                                       <C>              <C>
                                           (Unaudited)

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
  Accounts payable and accrued
    liabilities                           $   390,606      $   351,137
  Accrued interest payable, note
    payable to secured lender                 164,345          126,375
  Current portion of note
    payable to secured lender                 716,242          716,242
  Current portion of capital
    lease obligations                          41,670           40,180
  Bank line of credit                            -             174,000
  Liabilities related to
    discontinued operations                   471,760          553,552
                                           ----------       ----------
Total current liabilities                   1,784,623        1,961,486
                                           ----------       ----------

Non-current liabilities:
  Capital lease obligations,
    less current portion                       77,626           88,620
                                           ----------       ----------


Commitments and contingencies


Stockholders' deficiency:
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 -
  8,890,125 shares and 8,515,125
  shares at March 31, 2004 and
  December 31, 2003, respectively             711,210          681,210
Additional paid-in capital                 11,066,733       10,908,983
Deferred compensation                         (30,000)         (35,000)
Accumulated deficit                       (13,112,255)     (12,773,573)
                                           ----------       ----------
Total stockholders' deficiency             (1,364,312)      (1,218,380)
                                           ----------       ----------
Total liabilities and
  stockholders' deficiency                $   497,937      $   831,726
                                           ==========       ==========
</TABLE>




     See accompanying notes to condensed consolidated financial statements.

                                      -4-
<PAGE>

<TABLE>
                       Cinema Ride, Inc. and Subsidiaries
           Condensed Consolidated Statements of Operations (Unaudited)

<CAPTION>
                                             Three Months Ended March 31,
                                             ----------------------------
                                                2004               2003
                                             ---------          ---------
<S>                                          <C>                <C>
Commissions and fees on gross
  ticket sales of $1,124,179                 $ 290,696          $   -
                                               -------            -------

Costs and expenses:
  Direct costs of revenues                     157,872              -
  Selling and marketing expenses                95,774              -
  General and administrative
    expenses, including non-cash
    compensation expense of $30,750
    in 2004 and $114,282 in 2003
    ($0 in 2004 and $5,115 in 2003
    to officers and directors)                 270,012            364,942
  Depreciation and amortization                 15,112                630
  Start-up costs of Tickets2Nite
    business venture, including
    non-cash costs of $16,500 in 2003             -                19,349
                                               -------            -------
  Total costs and expenses                     538,770            384,921
                                               -------            -------
Loss from operations                          (248,074)          (384,921)
                                               -------            -------

Other income (expense):
  Equity in net income of terminated
    joint venture - Tickets2Nite                  -                37,521
  Interest income                                    9                  5
  Interest expense                             (47,680)           (36,003)
                                               -------            -------
  Total other income (expense), net            (47,671)             1,523
                                               -------            -------
Net loss before discontinued operations       (295,745)          (383,398)
                                               -------            -------

Loss from discontinued operations:
  Loss from discontinued operations               -                (9,779)
  Loss from closing down discontinued
    operations                                 (42,937)           (21,571)
                                               -------            -------
Net loss from discontinued operations          (42,937)           (31,350)
                                               -------            -------
Net loss                                     $(338,682)         $(414,748)
                                               =======            =======

Net loss per common share -
 basic and diluted:
    From continuing operations                  $(0.03)            $(0.07)
    From discontinued operations                 (0.01)               -
                                                  ----               ----
    Net loss                                    $(0.04)            $(0.07)
                                                  ====               ====

Weighted average number of
  common shares outstanding -
  basic and diluted                          8,552,625          5,770,417
                                             =========          =========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                      -5-
<PAGE>

<TABLE>
                      Cinema Ride, Inc. and Subsidiaries
           Condensed Consolidated Statements of Cash Flows (Unaudited)


<CAPTION>
                                             Three Months Ended March 31,
                                             ----------------------------
                                               2004                2003
                                             ---------          ---------
<S>                                          <C>                <C>
Cash flows from operating activities:
Net loss                                     $(338,682)         $(414,748)
Adjustments to reconcile net loss to
  net cash used in operating activities:
  Depreciation and amortization                 15,112                630
  Depreciation and amortization -
    discontinued operations                       -                80,877
  Common stock issued for services              25,750             48,116
  Amortization of deferred compensation          5,000             82,666
  Equity in net income of terminated
    joint venture - Tickets2Nite                  -               (37,521)
  Changes in operating assets and
    liabilities:
    (Increase) decrease in:
      Other current assets                     (12,745)           (15,300)
      Deposits                                  (5,000)              -
      Assets related to
        discontinued operations                   (233)            19,786
    Increase (decrease) in:
      Accounts payable and
        accrued liabilities                    113,624             85,584
      Accrued interest payable, note
        payable to secured lender               37,970             29,695
      Liabilities related to
        discontinued operations                (81,792)             4,253
                                               -------            -------
Net cash used in operating activities         (240,996)          (115,962)
                                               -------            -------

Cash flows from investing activities:
  Distributions and reimbursements from
    terminated joint venture - Tickets2Nite    433,091             10,991
  Distributions received from terminated
    joint venture - D&B                           -                23,861
  Purchases of property and equipment          (30,038)              -
                                               -------            -------
Net cash provided by investing activities      403,053             34,852
                                               -------            -------

Cash flows from financing activities:
  Repayment of bank line of credit            (174,000)              -
  Principal payments on capital
    lease obligations                           (9,504)            (2,248)
  Sale of equity securities                       -                47,500
  Loan from officer                               -                15,000
                                               -------            -------
Net cash provided by (used in)
  financing activities                        (183,504)            60,252
                                               -------            -------
Cash:
  Net decrease                                 (21,447)           (20,858)
  At beginning of period                        91,311             61,894
                                               -------            -------
  At end of period                           $  69,864          $  41,036
                                               =======            =======
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                      -6-
<PAGE>

                       Cinema Ride, Inc. and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (Unaudited)
                   Three Months Ended March 31, 2004 and 2003


1.   Organization and Basis of Presentation

Basis of Presentation - The condensed 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 interim condensed 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, 2004, the results of operations for the three months ended March
31, 2004 and 2003, and the cash flows for the three months ended March 31, 2004
and 2003. The consolidated balance sheet as of December 31, 2003 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,
2003, as filed with the Securities and Exchange Commission.

Ride Simulator Business -- During the fiscal year ended December 31, 2003, the
Company operated two ride facilities for the entire year, as well as one ride
facility in a joint venture through February 15, 2003 (see Note 3). The Company
operated a ride facility located in Las Vegas, Nevada (the "Las Vegas
Facility"), which commenced operations in October 1994 and was located in the
Forum Shops at Caesar's Palace Hotel and Casino (the "Forum Shops"), a high
traffic tourist mall located between Caesar's Palace Hotel and Casino and the
Mirage Hotel in Las Vegas, Nevada, and a ride facility located in Edmonton,
Alberta, Canada (the "West Edmonton Mall Facility"), which commenced operations
in August 1995 and was located in the West Edmonton Mall, a high traffic
shopping mall. The Las Vegas ride facility provided approximately 94% of the
Company's consolidated revenues in 2003, and was the Company's primary source of
operating cash flow, although the Company also derived substantial economic
benefit from its investment in its Las Vegas half-price show ticketing business
venture in 2003 (see Note 4).

The Las Vegas Facility and the West Edmonton Mall Facility were closed on or
about December 31, 2003, thus terminating this line of business. Three other
ride facilities were previously closed between January 1998 and June 2002. The
consolidated financial statements for the three months ended March 31, 2003 have
been restated to reflect this business as a discontinued operation. A summary of
the results of operations of the ride facility business for the three months
ended March 31, 2004 and 2003 is provided at Note 3.

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

On December 24, 2002, the Company filed a lawsuit against Entasis and Kolker in
the Clark County, Nevada District Court (the "Court"). The Court ruled that the
parties were unable to operate the business together pursuant to the Operating
Agreement, and therefore ruled that Tickets2Nite, LLC be dissolved. The Court
appointed an independent third party to assist in the dissolution of
Tickets2Nite, LLC.

Accordingly, the business operations of Tickets2Nite, LLC were terminated
effective December 31, 2003. The performance of this new business venture during


                                      -7-
<PAGE>

2003 successfully validated the business model and the Company's efforts to
develop this business. As a result of the court-ordered dissolution of
Tickets2Nite, LLC, the Company commenced the operation of a similar business on
January 1, 2004 at a different location and under a different name on the Las
Vegas Strip through the formation of a wholly-owned Nevada limited liability
company, Tix4Tonight, LLC, which was organized in December 2003. The Company
owns 100% of the Tix4Tonight business, which is currently the Company's only
source of operating revenues in 2004. Management is currently evaluating the
prospects for expansion of this business into other cities throughout the United
States and Canada. Kolker is now competing with Tix4Tonight, LLC through
Tickets2Nite, Inc., a Nevada corporation.

As of December 31, 2003, the Company's investment in Tickets2Nite, LLC was
$462,179. As a result of the dissolution, the Company received cash payments of
$438,091 during the three months ended March 31, 2004, and expects to receive a
final cash payment of approximately of $24,000 in mid-2004, which will thus
complete the dissolution of Tickets2Nite, LLC and the disposition of the
Company's investment in such entity. Most of the assets developed by the Company
for the Tickets2Nite business have been distributed to Tix4Tonight, including
all management staff, software and technology, computers and server systems, and
other fixed assets.

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

The results of operations for the three months ended March 31, 2004 are not
necessarily indicative of the results of operations to be expected for the full
fiscal year ending December 31, 2004.

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.

Revenue Recognition and Presentation - The Company's Las Vegas half-price show
ticketing business recognizes revenue from the sale of show tickets provided by
various Las Vegas shows. The Company recognizes revenue only with respect to the
ticket commissions and fees that it earns in such transactions. For the three
months ended March 31, 2004, gross ticket sales on which the Company's
commissions and fees were based were $1,124,179.

Reclassification - Certain amounts have been reclassified in 2003 to conform to
the presentation in 2004.

Going Concern - The accompanying financial statements have been prepared in
conformity with accounting principles generally accepted in the United States of
America, which contemplate continuation of the Company as a going concern.
However, during the year ended December 31, 2003, the Company's ride simulator
business was discontinued and its Tickets2Nite joint venture was terminated, and
the Company had a net loss of $1,452,517 and negative cash flow from operations
of $201,068 for the year ended December 31, 2003, and had a working capital
deficiency of $1,853,907 and a stockholders' deficiency of $1,218,380 at
December 31, 2003.

As a result of the conditions described above, the Company's independent
auditors have included an explanatory paragraph in their opinion on the
Company's 2003 financial statements indicating that there is substantial doubt
as to the Company's ability to continue as a going concern. The financial
statements do not include any adjustments relating to the recoverability and
classification of recorded asset amounts, or amounts and classification of
liabilities that might result from this uncertainty.

During the three months ended March 31, 2004, the Company incurred a further net
loss of $338,682 and had a working capital deficiency of $1,597,901 and a
stockholders' deficiency of $1,364,312 at March 31, 2004. The Company
will require additional capital to fund operating and debt service requirements,
as well as to expand its new Las Vegas business venture. The Company has been
exploring various alternatives to raise this required capital, but there can be


                                      -8-
<PAGE>

no assurances that the Company will ultimately 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. In such event, the Company may be required to consider a formal or
informal restructuring or reorganization.

Net Loss Per Common Share - Statement of Financial Accounting Standards No. 128,
"Earnings Per Share", requires presentation of basic earnings per share ("Basic
EPS") and diluted earnings per share ("Diluted EPS"). Basic earnings (loss) per
share is computed by dividing earnings (loss) available to common stockholders
by the weighted average number of common shares outstanding during the period.
Diluted earnings per share gives effect to all dilutive potential common shares
outstanding during the period. These potentially dilutive securities were not
included in the calculation of loss per share for the three months ended March
31, 2004 and 2003 because the Company incurred a loss during such periods and
thus their effect would have been anti-dilutive. Accordingly, basic and diluted
loss per share is the same for the three months ended March 31, 2004 and 2003.
At March 31, 2004 and 2003, potentially dilutive securities consisted of
outstanding common stock purchase warrants and stock options to acquire
5,583,384 shares and 4,904,197 shares, respectively.

Stock-Based Compensation - The Company periodically issues shares of common
stock for services rendered or for financing costs. Such shares are valued based
on the market price on the transaction date.

The Company periodically issues stock options and 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. SFAS
No. 123 was amended by SFAS No. 148, which now requires companies to disclose in
interim financial statements the pro forma effect on net income (loss) and net
income (loss) per common share of the estimated fair market value of stock
options or warrants issued to employees. The Company has 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.

Pro Forma Financial Disclosure - The fair value of stock options and warrants
granted by the Company has been estimated on the grant date using the
Black-Scholes option-pricing model. Had such stock options and warrants been
accounted for pursuant to SFAS No. 123, the effect on the Company's results of
operations would have been as follows:

For the three months ended March 31, 2004 and 2003, the Company would have
recorded $0 and $31,194 as additional compensation expense, resulting in a net
loss of $338,682 and $445,942, respectively, and a net loss per common share of
$(0.04) and $(0.08), respectively.


                                      -9-
<PAGE>

2.   Recent Accounting Pronouncements

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities". SFAS No. 149 amends and
clarifies under what circumstances a contract with initial investments meets the
characteristics of a derivative and when a derivative contains a financing
component. SFAS No. 149 is effective for contracts entered into or modified
after June 30, 2003. The adoption of SFAS No. 149 did not have a significant
effect on the Company's financial statement presentation or disclosures.

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

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others" ("FIN 45"). FIN 45 elaborates on the existing disclosure
requirements for most guarantees, including loan guarantees such as standby
letters of credit. It also clarifies that at the time a company issues a
guarantee, the company must recognize an initial liability for the fair market
value of the obligations it assumes under that guarantee and must disclose that
information in its interim and annual financial statements. The initial
recognition and measurement provisions of FIN 45 apply on a prospective basis to
guarantees issued or modified after December 31, 2002. The Company implemented
the disclosure provisions of FIN 45 in its December 31, 2002 consolidated
financial statements, and the measurement and recording provisions of FIN 45
effective January 1, 2003. The implementation of the provisions of FIN 45 did
not have a significant effect on the Company's consolidated financial statement
presentation or disclosures.

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities" ("FIN 46"), which clarifies the application of
Accounting Research Bulletin No. 51, "Consolidated Financial Statements",
relating to consolidation of certain entities. In December 2003, the FASB issued
a revised version of FIN 46 ("FIN 46R") that replaced the original FIN 46. FIN
46R requires identification of a company's participation in variable interest
entities ("VIEs"), which are defined as entities with a level of invested equity
that is not sufficient to fund future activities to permit it to operate on a
standalone basis. For entities identified as a VIE, FIN 46R sets forth a model
to evaluate potential consolidation based on an assessment of which party to the
VIE (if any) bears a majority of the exposure to its expected losses, or stands
to gain from a majority of its expected returns. FIN 46R also sets forth certain
disclosures regarding interests in VIEs that are deemed significant, even if
consolidation is not required. The Company is not currently participating in, or
invested in any VIEs, as defined in FIN 46R. The implementation of the
provisions of FIN 46R in 2003 did not have a significant effect on the Company's
consolidated financial statement presentation or disclosures.


3.   Discontinued Operations

The Company terminated its ride simulator business effective December 31, 2003
and closed its two remaining ride facilities in Las Vegas, Nevada and Edmonton,
Alberta, Canada (see Note 1). The Company is currently engaged in litigation
with the former landlord of the Las Vegas ride facility (see Note 7).

On May 29, 1998, the Company entered into a three-year joint venture agreement
with Dave & Buster's, Inc. to install its 3-D motion simulation theater at the
Dave & Buster's, Inc. facility near Atlanta, Georgia. Each party to the joint
venture agreement shared the joint venture's revenues and operating expenses
equally. The joint venture agreement also required the Company to be solely


                                      -10-
<PAGE>

responsible for certain administrative expenses. Although the joint venture
agreement was not formally extended subsequent to its expiration, the operations
of the joint venture continued on a month-to-month basis until February 15,
2003, when the joint venture was terminated and operations ceased.

The Company determined that its investment in Dave & Buster's, Inc. had been
impaired at December 31, 2002. Accordingly, the Company wrote-off certain fixed
assets related to such ride facility and certain direct costs related to such
closure at December 31, 2002. During the three months ended March 31, 2003, the
Company incurred an additional $21,571 with respect to closing down this
facility, which has been included in the loss from closing down discontinued
operations in the consolidated statement of operations for the three months
ended March 31, 2003. The Company did not receive any distributions from this
joint venture in 2003.

Condensed financial information with respect to the operations of the ride
simulator business for the three months ended March 31, 2003 is presented below.

<TABLE>

<S>        <C>                                              <C>
               Ticket revenues                           $403,662
                                                          -------

               Direct costs of revenues                   286,150
               Selling and marketing expenses              10,624
               General and administrative expenses         35,790
               Depreciation and amortization               80,877
                                                          -------
               Total costs and expenses                   413,441
                                                          -------

               Loss from discontinued operations           (9,779)
               Loss from closing down discontinued
                 operations - D&B                         (21,571)
                                                          -------
               Net loss from discontinued operations     $(31,350)
                                                          =======
</TABLE>

The Company incurred a loss for the three months ended March 31, 2004 for
closing down the operations discontinued at December 31, 2003 of $42,937.

4. Investment in Tickets2Nite, LLC

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

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

Trial with respect to the Company's lawsuit against Entasis and Kolker was held
on May 7 through 9, 2003. On October 1, 2003, the Court rendered its Decision
and Order with respect to the parties' ownership rights and management rights
and obligations with respect to Tickets2Nite, LLC. Among other findings, the
Court ruled that the parties were unable to operate the business together
pursuant to the Operating Agreement, and therefore ruled that Tickets2Nite, LLC
be dissolved, and that the net assets be distributed in proportion to the
parties' relative investments. The Court appointed an independent third party to
assist in the dissolution of Tickets2Nite, LLC.

Accordingly, the business operations of Tickets2Nite, LLC were terminated
effective December 31, 2003. The performance of this new business venture during
2003 successfully validated the business model and the Company's efforts to


                                      -11-
<PAGE>

develop this business. As a result of the court-ordered dissolution of
Tickets2Nite, LLC, the Company commenced the operation of a similar business on
January 1, 2004 at a different location and under a different name on the Las
Vegas Strip through the formation of a wholly-owned Nevada limited liability
company, Tix4Tonight, LLC, which was organized in December 2003. The Company
owns 100% of the Tix4Tonight business, which is currently the Company's only
source of operating revenues in 2004. Management is currently evaluating the
prospects for expansion of this business into other cities throughout the United
States and Canada. Kolker is now competing with Tix4Tonight, LLC through
Tickets2Nite, Inc., a Nevada corporation.

As of December 31, 2003, the Company's investment in Tickets2Nite, LLC was
$462,179. As a result of the dissolution, the Company received cash payments of
$438,091 during the three months ended March 31, 2004, and expects to receive a
final cash payment of approximately $24,000 in mid-2004, which will thus
complete the dissolution of Tickets2Nite, LLC and the disposition of the
Company's investment in such entity. Most of the assets developed by the Company
for the Tickets2Nite business have been distributed to Tix4Tonight, including
all management staff, software and technology, computers and server systems, and
other fixed assets.

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

The Company's net investment in this business venture aggregated $24,088 and
$462,179 at March 31, 2004 and December 31, 2003, respectively. The Company
accounted for this investment under the equity method of accounting, since it
did not have majority voting control of Tickets2Nite, LLC. The Company recorded
$37,521 as its proportionate share of net income from this business venture for
the three months ended March 31, 2003. The Company did not receive any
distributions from this business venture in 2003. Condensed financial
information with respect to Tickets2Nite, LLC is presented below.

<TABLE>

                                Tickets2Nite, LLC
                            Balance Sheet (Unaudited)
                                December 31, 2003


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

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

</TABLE>

                                     -12-
<PAGE>






<TABLE>
                                Tickets2Nite, LLC
                       Statement of Operations (Unaudited)
                        Three Months Ended March 31, 2003


<S>     <C>                                          <C>
        Ticket commissions                           $ 195,550
                                                       -------

        Selling and marketing                           64,322
        General and administrative                      36,098
        Depreciation and amortization                   15,420
                                                       -------
        Total costs and expenses                       115,840
                                                       -------

        Income from operations                          79,710
        Interest expense                                 4,668
                                                       -------
        Net income                                   $  75,042
                                                       =======
</TABLE>



5.   Note Payable to Primary Secured Lender

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

On March 10, 1999, the financing agreement was amended to reduce the monthly
payments and to extend the maturity date of the note payable. The Company was in
default in its obligations to the lender at December 31, 2000.

Effective June 25, 2001, the Company completed a Second Modification Agreement
and Waiver of Defaults with the lender which: (1) provided a waiver of all prior
payment defaults; (2) reduced the monthly payments; (3) increased the principal
balance due the lender of accrued interest payable; (4) accelerated the due date
of the loan; (5) repriced certain warrants previously issued to the lender; (6)
issued additional warrants to the lender; and (7) revised certain rights
included in the lender's Warrant Holder Rights Agreement.

Effective April 17, 2002, the Company completed a Third Modification Agreement
and Waiver of Defaults with the secured 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.

Required monthly payments on the loan were in arrears subsequent to December 31,
2002. The loan was due in full on March 1, 2002, but the Company did not make
this balloon payment. As a result, the principal balance of this loan of
$716,241 at March 31, 2004 and December 31, 2003 was classified as a current
liability in the consolidated financial statements at such dates. Accrued
interest payable on this loan was $164,345 and $126,375 at March 31, 2004 and
December 31, 2003, respectively.

During November 2002, the Company entered into an agreement with the secured
lender to settle this obligation for a cash payment of $200,000, of which
$50,000 was paid in November 2002, and $150,000 was payable by January 20, 2003.
The $50,000 payment was applied to reduce the loan balance at December 31, 2002.
The Company has not made any payments on the loan subsequent to December 31,
2002. The Company is continuing settlement discussions with the secured lender.

                                      -13-
<PAGE>

6.   Loan Payable, Officer

During the three months ended March 31, 2003, the Company's Chief Executive
Officer made short-term advances to the Company aggregating $15,000 for working
capital purposes. Such advances are unsecured, interest-free and due on demand.
As of March 31, 2003, advances from the Company's Chief Executive Officer
aggregated $80,000. These advances were satisfied through the issuance of
800,000 shares of common stock in October 2003.


7.   Legal Proceedings

At March 31, 2004, the Company was involved in the following legal proceeding:

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

Since early 2003, the Forum Shops has been engaged in construction related to an
expansion program immediately adjacent to the Company's Las Vegas ride facility,
which the Company believed negatively impacted customer traffic and thus
revenues at this ride facility during 2003. The Company had been in discussions
with the management of the Forum Shops regarding this issue, as a result of
which the Company suspended the payment of rent on the Las Vegas ride facility
(approximately $40,000 per month) during mid-2003. During October 2003, the
Forum Shops commenced litigation against the Company to collect back rent and to
evict the Company's ride facility and terminate the Company's lease. The Company
believes it has meritorious claims against the Forum Shops, and has filed
counter-claims and intends to vigorously defend itself against this lawsuit. As
this litigation is in its initial stages, the Company is currently unable to
predict its ultimate resolution.

At December 31, 2003 and March 31, 2004, the Company had accrued approximately
$393,000 for unpaid rent on the Las Vegas ride facility through December 31,
2003, which has been included in liabilities related to discontinued operations
in the consolidated balance sheets at March 31, 2004 and December 31, 2003. The
Company's remaining obligation subsequent to December 31, 2003 under its Las
Vegas lease, the primary term of which continues through December 31, 2004,
totals approximately $480,000. As a result of the ongoing litigation with the
Forum Shops, the Company has not accrued the remaining obligation under its Las
Vegas lease.


8. Equity-Based Transactions

Agreement with Financial Advisory Firm:

Effective as of January 3, 2002, the Company entered into an agreement with a
financial advisory firm, Gang Consulting Inc., which provided for the payment of
monthly compensation, either in the form of a payment of $10,000 or the issuance
of 25,000 shares of common stock. The initial term of the agreement was through
December 31, 2003. During the three months ended March 31, 2003, the Company
issued 50,000 shares to such firm with a fair market value of $26,500, which was
charged to operations as general and administrative expense. During the three
months ended March 3, 2004, the Company issued 75,000 shares to such firm with a
fair market value of $25,750, which was charged to operations as general and
administrative expense.

Effective as of July 1, 2002, the consulting agreement was amended to provide
for the Company to issue to such firm the following common stock purchase
warrants: an aggregate of 300,000 shares of common stock vesting on July 1,
2002, exercisable for a period of five years from such date in equal
installments of 100,000 shares at $0.25, $0.50 and $1.00 per share; an aggregate
of 300,000 shares of common stock vesting on January 1, 2003, exercisable for a
period of five years from such date in equal installments of 100,000 shares at
$1.50, $2.00 and $2.50 per share; and an aggregate of 300,000 shares of common
stock vesting on July 1, 2003, exercisable for a period of five years from such
date in equal installments of 100,000 shares at $3.00, $3.50 and $4.00 per
share. The aggregate fair value of such warrants was calculated pursuant to the
Black-Scholes option pricing model as $496,000, and was charged to operations as


                                      -14-
<PAGE>

general and administrative expense over the 18 month period beginning July 1,
2002 and ending December 31, 2003. For the three months ended March 31, 2003,
$82,667 was charged to operations as general and administrative expense with
respect to the amortization of such warrants.

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

Three Months Ended March 31, 2003:

During the three months ended March 31, 2003, the Company sold 190,000 units of
its securities to accredited investors in a private placement at $0.25 per unit,
generating $47,500 of equity capital. Each unit consisted of one share of common
stock and one common stock purchase warrant. The warrants are exercisable at
$0.50 per share for a period of 30 months (increased from 18 months originally)
from the date of issuance. Based on various factors, including the exercise
price and terms of the warrant and the trading range and volume of the Company's
common stock during 2002, the Company determined the value of the warrants was
nominal and therefore did not allocate any portion of the $0.25 unit sale price
to the warrants.

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

During the three months ended March 31, 2003, the Company issued 16,600 shares
of common stock to two consultants for capital raising services, which were
recorded at par value of $0.08 per share (aggregate amount $1,328) and charged
to additional paid-in capital.

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

Three Months Ended March 31, 2004:

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

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

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

Effective March 29, 2004, the Company issued 300,000 shares of common stock


                                      -15-
<PAGE>

under the 2003 Consultant Stock Plan to Benjamin Frankel, a director of the
Company, for accounting services. The aggregate fair market value of such shares
on the date of issuance was $162,000 ($0.54 per share), of which $74,155 was
applied to reduce the Company's related accounts payable balance and $87,845 was
classified as prepaid accounting fee to related party in the consolidated
balance sheet at March 31, 2004.

                                      -16-
<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,
2004 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, 2004
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:

During the fiscal year ended December 31, 2003, the Company operated two ride
facilities for the entire year, as well as one ride facility in a joint venture
through February 15, 2003. The Company operated a ride facility located in Las
Vegas, Nevada (the "Las Vegas Facility"), which commenced operations in October
1994 and was located in the Forum Shops at Caesar's Palace Hotel and Casino (the
"Forum Shops"), a high traffic tourist mall located between Caesar's Palace
Hotel and Casino and the Mirage Hotel in Las Vegas, Nevada, and a ride facility
located in Edmonton, Alberta, Canada (the "West Edmonton Mall Facility"), which
commenced operations in August 1995 and was located in the West Edmonton Mall, a
high traffic shopping mall. The Las Vegas ride facility provided approximately
94% of the Company's consolidated revenues in 2003, and was the Company's
primary source of operating cash flow, although the Company also derived
substantial economic benefit from its investment in its Las Vegas half-price
show ticketing business venture in 2003 (see "Tickets2Nite Business Venture"
below).

The Las Vegas Facility and the West Edmonton Mall Facility were closed on or
about December 31, 2003, thus terminating this line of business. Three other
ride facilities were previously closed between January 1998 and June 2002. The
consolidated financial statements for the three months ended March 31, 2003 have
been restated to reflect this business as a discontinued operation. A summary of
the results of operations of the ride facility business for the three months
ended March 31, 2004 and 2003 is provided below at "Discontinued Operations".

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

On December 24, 2002, the Company filed a lawsuit against Entasis and Kolker in
the Clark County, Nevada District Court (the "Court"). The Court ruled that the
parties were unable to operate the business together pursuant to the Operating
Agreement, and therefore ruled that Tickets2Nite, LLC be dissolved. The Court
appointed an independent third party to assist in the dissolution of
Tickets2Nite, LLC.

Accordingly, the business operations of Tickets2Nite, LLC were terminated
effective December 31, 2003. The performance of this new business venture during
2003 successfully validated the business model and the Company's efforts to
develop this business. As a result of the court-ordered dissolution of
Tickets2Nite, LLC, the Company commenced the operation of a similar business on
January 1, 2004 at a different location and under a different name on the Las
Vegas Strip through the formation of a wholly-owned Nevada limited liability
company, Tix4Tonight, LLC, which was organized in December 2003. The Company
owns 100% of the Tix4Tonight business, which is currently the Company's only


                                      -17-
<PAGE>

source of operating revenues in 2004. Management is currently evaluating the
prospects for expansion of this business into other cities throughout the United
States and Canada. Kolker is now competing with Tix4Tonight, LLC through
Tickets2Nite, Inc., a Nevada corporation.

As of December 31, 2003, the Company's investment in Tickets2Nite, LLC was
$462,179. As a result of the dissolution, the Company received cash payments of
$438,091 during the three months ended March 31, 2004, and expects to receive a
final cash payment of approximately $24,000 in mid-2004, which will thus
complete the dissolution of Tickets2Nite, LLC and the disposition of the
Company's investment in such entity. Most of the assets developed by the Company
for the Tickets2Nite business have been distributed to Tix4Tonight, including
all management staff, software and technology, computers and server systems, and
other fixed assets.

The Company accounted for this investment under the equity method of accounting,
since it did not have majority voting control of Tickets2Nite, LLC. Financial
information with respect to the results of operations of Tickets2Nite, LLC for
the three months ended March 31, 2003 is presented below at "Tickets2Nite
Business Venture".

Going Concern:

The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. However, during the
year ended December 31, 2003, the Company's ride simulator business was
discontinued and its Tickets2Nite joint venture was terminated, and the Company
had a net loss of $1,452,517 and negative cash flow from operations of $201,068
for the year ended December 31, 2003, and had a working capital deficiency of
$1,853,907 and a stockholders' deficiency of $1,218,380 at December 31, 2003.

As a result of the conditions described above, the Company's independent
auditors have included an explanatory paragraph in their opinion on the
Company's 2003 financial statements indicating that there is substantial doubt
as to the Company's ability to continue as a going concern. The financial
statements do not include any adjustments relating to the recoverability and
classification of recorded asset amounts, or amounts and classification of
liabilities that might result from this uncertainty.

During the three months ended March 31, 2004, the Company incurred a further net
loss of $338,682 and had a working capital deficiency of $1,597,901 and a
stockholders' deficiency of $1,364,312 at March 31, 2004. The Company will
require additional capital to fund operating and debt service requirements, as
well as to expand its new Las Vegas business venture. The Company has been
exploring various alternatives to raise this required capital, but there can be
no assurances that the Company will ultimately 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. In such event, the Company may be required to consider a formal or
informal restructuring or reorganization.

Critical Accounting Policies and Estimates:

The Company prepared the consolidated financial statements in accordance with
accounting principles generally accepted in the United States of America. The
preparation of these financial statements requires the use of estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period. Management periodically evaluates the estimates and judgments made.
Management bases its estimates and judgments on historical experience and on
various factors that are believed to be reasonable under the circumstances.
Actual results may differ from these estimates as a result of different
assumptions or conditions.

The following critical accounting policies affect the more significant judgments
and estimates used in the preparation of the Company's consolidated financial
statements.

                                      -18-
<PAGE>

Revenue Recognition and Presentation:

The Company's Las Vegas half-price show ticketing business recognizes revenue
from the sale of show tickets provided by various Las Vegas shows. The Company
recognizes revenue only with respect to the ticket commissions and fees that it
earns in such transactions.

Impairment of Long-Lived Assets:

The Company's long-lived assets consist of property and equipment. At March 31,
2004 and December 31, 2003, the net value of property and equipment was $246,277
and $231,351, respectively. In assessing the impairment of property and
equipment, the Company makes assumptions regarding the estimated future cash
flows and other factors to determine the fair value of the respective assets. If
these estimates or the related assumptions change in the future, the Company may
be required to record impairment charges for these assets.

Income Taxes:

The Company records a valuation allowance to reduce its deferred tax assets to
the amount that is more likely than not to be realized. In the event the Company
was to determine that it would be able to realize its deferred tax assets in the
future in excess of its recorded amount, an adjustment to the deferred tax
assets would be credited to operations in the period such determination was
made. Likewise, should the Company determine that it would not be able to
realize all or part of its deferred tax assets in the future, an adjustment to
the deferred tax assets would be charged to operations in the period such
determination was made.

Results of Operations:

Three Months Ended March 31, 2004 and 2003 -

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

Revenues. Revenues from ticket commissions and fees were $290,696 for the three
months ended March 31, 2004. As Tix4Tonight commenced operations in January
2004, the Company did not have any comparable revenues for the three months
ended March 31, 2003.

Gross ticket sales on which the Company's commissions and fees were based were
$1,124,179 for the three months ended March 31, 2004.

Direct Costs of Revenues. Direct costs of revenues were $157,872 for the three
months ended March 31, 2004. As Tix4Tonight commenced operations in January
2004, the Company did not have any comparable direct costs of revenues for the
three months ended March 31, 2003.

Selling and Marketing Expenses. Selling and marketing expenses were $95,774 for
the three months ended March 31, 2004. As Tix4Tonight commenced operations in
January 2004, the Company did not have any comparable selling and marketing
expenses for the three months ended March 31, 2003.

General and Administrative Expenses. General and administrative expenses
decreased by $94,930 or 26.0% to $270,012 in 2004, as compared to $364,942 in
2003. Included in general and administrative expenses in 2004 and 2003 was
non-cash compensation of $30,750 and $114,282, respectively, including $0 and
$5,115 to officers and directors, respectively. Excluding such stock-based
compensation, general and administrative expenses remained essentially
unchanged.

Depreciation and Amortization. Depreciation and amortization increased by
$14,482 to $15,112 in 2004, as compared to $630 in 2003, primarily as a result
of depreciation incurred with respect to Tix4Tonight in 2004. As Tix4Tonight
commenced operations in January 2004, the Company did not have any comparable
depreciation and amortization for the three months ended March 31, 2003.

Start-up Costs of Tickets2Nite Business Venture. The Company incurred start-up
costs with respect to the development of its Tickets2Nite business venture of
$19,349 in 2003. Included in such costs in 2003 were $16,500 of non-cash costs
resulting from the issuance of common stock.

                                      -19-
<PAGE>

Loss from Operations. As a result of the aforementioned factors, the loss from
operations was $248,074 for the three months ended March 31, 2004, as compared
to a loss from operations of $384,921 for the three months ended March 31, 2003.

Interest Expense. Interest expense increased by $11,677 or 32.4% to $47,680 in
2004, as compared to $36,003 in 2003.

Equity in Net Income of Terminated Joint Venture - Tickets2Nite. Equity in net
income of joint venture - Tickets2Nite was $37,521 for the three months ended
March 31, 2003. There was no equity in net income (loss) of joint venture -
Tickets2Nite in 2004, as the joint venture ceased operations effective December
31, 2003.

Net Loss Before Discontinued Operations. Net loss before discontinued operations
was $295,745 for the three months ended March 31, 2004, as compared to a net
loss before discontinued operations of $383,398 for the three months ended March
31, 2003.

Loss From Discontinued Operations. The Company incurred a loss from discontinued
operations of $9,779 for the three months ended March 31, 2003 relating to the
ride facilities, which were subsequently closed down on or about December 31,
2003. The Company incurred a loss from closing down discontinued operations of
$42,937 for the three months ended March 31, 2004, as compared to $21,571 for
the three months ended March 31, 2003. The loss of $21,571 incurred in 2003
related to the Company's joint venture with Dave & Buster's, Inc. The total loss
from discontinued operations was $42,937 for the three months ended March 31,
2004, as compared to $21,571 for the three months ended March 31, 2003.
Information with respect to discontinued operations is presented below at
"Discontinued Operations".

Net Loss. Net loss was $338,682 for the three months ended March 31, 2004, as
compared to a net loss of $414,748 for the three months ended March 31, 2003.

Discontinued Operations:

Discontinued operations consist of activities with respect to the ride simulator
business, which was discontinued effective December 31, 2003. The consolidated
financial statements for the three months ended March 31, 2003 have been
restated to reflect the ride simulator business as a discontinued operation.
Condensed financial information with respect to the operations of the ride
simulator business for the three months ended March 31, 2003 is presented below.


<TABLE>

<S>         <C>                                             <C>
               Ticket revenues                              $403,662
                                                             -------

               Direct costs of revenues                      286,150
               Selling and marketing expenses                 10,624
               General and administrative expenses            35,790
               Depreciation and amortization                  80,877
                                                             -------
               Total costs and expenses                      413,441
                                                             -------

               Loss from discontinued operations              (9,779)
               Loss from closing down discontinued
                 operations - D&B                            (21,571)
                                                             -------
               Net loss from discontinued operations        $(31,350)
                                                             =======
</TABLE>

The Company incurred a loss for the three months ended March 31, 2004 for
closing down the operations discontinued at December 31, 2003 of $42,937.

Tickets2Nite Business Venture:

The Company owned 50% of a business venture named Tickets2Nite, LLC, a Nevada
limited liability company, which was formed on September 24, 2002 pursuant to an


                                      -20-
<PAGE>

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

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

Trial with respect to the Company's lawsuit against Entasis and Kolker was held
on May 7 through 9, 2003. On October 1, 2003, the Court rendered its Decision
and Order with respect to the parties' ownership rights and management rights
and obligations with respect to Tickets2Nite, LLC. Among other findings, the
Court ruled that the parties were unable to operate the business together
pursuant to the Operating Agreement, and therefore ruled that Tickets2Nite, LLC
be dissolved, and that the net assets be distributed in proportion to the
parties' relative investments. The Court appointed an independent third party to
assist in the dissolution of Tickets2Nite, LLC.

Accordingly, the business operations of Tickets2Nite, LLC were terminated
effective December 31, 2003. The performance of this new business venture during
2003 successfully validated the business model and the Company's efforts to
develop this business. As a result of the court-ordered dissolution of
Tickets2Nite, LLC, the Company commenced the operation of a similar business on
January 1, 2004 at a different location and under a different name on the Las
Vegas Strip through the formation of a wholly-owned Nevada limited liability
company, Tix4Tonight, LLC, which was organized in December 2003. The Company
owns 100% of the Tix4Tonight business, which is currently the Company's only
source of operating revenues in 2004. Management is currently evaluating the
prospects for expansion of this business into other cities throughout the United
States and Canada. Kolker is now competing with Tix4Tonight, LLC through
Tickets2Nite, Inc., a Nevada corporation.

As of December 31, 2003, the Company's investment in Tickets2Nite, LLC was
$462,179. As a result of the dissolution, the Company received cash payments of
$438,091 during the three months ended March 31, 2004, and expects to receive a
final cash payment of approximately $24,000 in mid-2004, which will thus
complete the dissolution of Tickets2Nite, LLC and the disposition of the
Company's investment in such entity. Most of the assets developed by the Company
for the Tickets2Nite business have been distributed to Tix4Tonight, including
all management staff, software and technology, computers and server systems, and
other fixed assets.

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

The Company's net investment in this business venture aggregated $24,088 and
$462,179 at March 31, 2004 and December 31, 2003, respectively. The Company
accounted for this investment under the equity method of accounting, since it
did not have majority voting control of Tickets2Nite, LLC. The Company recorded
$37,521 as its proportionate share of net income from this business venture for
the three months ended March 31, 2003. The Company did not receive any
distributions from this business venture in 2003. Condensed financial
information with respect to the operations of Tickets2Nite, LLC for the three
months ended March 31, 2003 is presented below.

                                      -21-
<PAGE>


<TABLE>
                                Tickets2Nite, LLC
                       Statement of Operations (Unaudited)
                        Three Months Ended March 31, 2003



<S>     <C>                                          <C>
        Ticket commissions                           $ 195,550
                                                       -------

        Selling and marketing                           64,322
        General and administrative                      36,098
        Depreciation and amortization                   15,420
                                                       -------
        Total costs and expenses                       115,840
                                                       -------

        Income from operations                          79,710
        Interest expense                                 4,668
                                                       -------
        Net income                                   $  75,042
                                                       =======
</TABLE>


Liquidity and Capital Resources - March 31, 2004:

During the last few years, the Company has relied on the proceeds from loans
from both unrelated and related parties, capital leases and the sale of its
securities to provide the resources necessary to develop its ride facility
business, fund its business operations and invest in its Las Vegas business
venture. During the years ended December 31, 2003 and 2002, the Company raised
$47,500 and $628,750, respectively, of new capital through the sale of its
securities. The Company is continuing its efforts to raise new capital
subsequent in 2004.

Effective December 31, 2003, the Company closed its remaining ride facilities
and the business operations of Tickets2Nite, LLC were terminated. However, the
performance of the Las Vegas business venture during 2003 successfully validated
the business model and the Company's efforts to develop this business. As a
result of the court-ordered dissolution of Tickets2Nite, LLC, the Company
commenced the operation of a similar business on January 1, 2004 at a different
location and under a different name on the Las Vegas Strip through the formation
of a wholly-owned Nevada limited liability company, Tix4Tonight, LLC. The
Company owns 100% of the Tix4Tonight business, which is currently the Company's
only source of operating revenues in 2004. Management is currently evaluating
the prospects for expansion of this business into other cities throughout the
United States and Canada. The Company's former joint venture partner in
Tickets2Nite, LLC is now competing with Tix4Tonight, LLC through Tickets2Nite,
Inc., a Nevada corporation.

Depending on the growth and development of the Company's Las Vegas business
venture, additional capital may be required during 2004 to support its
operations and possible expansion plans, which the Company would attempt to
provide either through a debt or equity financing. However, there can be no
assurances that the Company would be successful in this regard.

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 experienced
recurring operating losses, has terminated its ride simulator business and is
involved in litigation regarding its former Las Vegas ride facility lease, and
had a substantial working capital deficit at December 31, 2003. As a result of
these factors, the Company's independent certified public accountants in their
report on the Company's 2003 financial statements have expressed substantial
doubt about the Company's ability to continue as a going concern.

During the three months ended March 31, 2004, the Company incurred a further net


                                      -22-
<PAGE>

loss and continued to have a substantial working capital deficiency. The Company
will require additional capital to fund operating and debt service requirements,
as well as to expand its Las Vegas business venture. The Company has been
exploring various alternatives to raise this required capital, but there can be
no assurances that the Company will ultimately 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. In such event, the Company may be required to consider a formal or
informal restructuring or reorganization.

Operating Activities. Operating activities utilized cash of $240,996 during the
three months ended March 31, 2004, as compared to $115,962 during the three
months ended March 31, 2004, primarily as a result of reduced revenues from
operating activities and cash utilized to settle liabilities related to
discontinued operations. At March 31, 2004, the Company's cash had decreased by
$21,447 to $69,864, as compared to $91,311 at December 31, 2003.

The Company had a working capital deficit of $1,597,901 at March 31, 2004, as
compared to $1,853,907 at December 31, 2003. At March 31, 2004 and December 31,
2003, the Company's note payable to its primary secured lender of $716,242 was
in default and was classified as a current liability (see "Transactions with
Primary Secured Lender" below).

Investing Activities. Investing activities provided net cash of $403,053 during
the three months ended March 31, 2004, consisting of distributions resulting
from the termination of the Tickets2Nite joint venture of $438,091, less
purchases of property and equipment of $30,038. For the three months ended March
31, 2003, investing activities provided net cash of $34,852, consisting of
distributions from the Dave & Buster's, Inc. joint venture of $23,861 and
reimbursements from Tickets2Nite of $10,991.

Financing Activities. Financing activities utilized net cash of $183,504 during
the three months ended March 31, 2004, consisting of the repayment of a bank
line of credit of $174,000 and principal payments on capital lease obligations
of $9,504. For the three months ended March 31, 2003, financing activities
provided net cash of $60,252, consisting of the sale of the Company's securities
of $47,500 and a loan from an officer of $15,000, less principal payments on
capital lease obligations of $2,248.

During 2003, the Company established a line of credit with a bank for $174,000,
with interest payable monthly at the bank's prime rate (4% at December 31, 2003)
plus 1%. The line of credit was secured by the Company's assets and was
scheduled to mature on December 15, 2004. The line of credit was paid off in
January 2004.

During the three months ended March 31, 2003, the Company conducted a private
placement offering consisting of units comprised of four shares of common stock
and four common stock purchase warrants for each $1.00 invested. The warrants
are exercisable at $0.50 per share for a period of 30 months from the date of
issuance. The Company raised a total of $47,500 and issued 190,000 shares of
common stock and 190,000 common stock purchase warrants. Based on various
factors, including the exercise price and terms of the warrant and the trading
range and volume of the Company's common stock during 2003, the Company
determined the value of the warrants was nominal and therefore did not allocate
any portion of the $0.25 unit sale price to the warrants.

During the three months ended March 31, 2003, the Company's Chief Executive
Officer made short-term advances to the Company aggregating $15,000 for working
capital purposes. Such advances are unsecured, interest-free and due on demand.
As of March 31, 2003, advances from the Company's Chief Executive Officer
aggregated $80,000. These advances were satisfied through the issuance of
800,000 shares of common stock in October 2003.

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

                                      -23-
<PAGE>

On March 10, 1999, the financing agreement was amended to reduce the monthly
payments and to extend the maturity date of the note payable. The Company was in
default in its obligations to the lender at December 31, 2000.

Effective June 25, 2001, the Company completed a Second Modification Agreement
and Waiver of Defaults with the lender which: (1) provided a waiver of all prior
payment defaults; (2) reduced the monthly payments; (3) increased the principal
balance due the lender of accrued interest payable; (4) accelerated the due date
of the loan; (5) repriced certain warrants previously issued to the lender; (6)
issued additional warrants to the lender; and (7) revised certain rights
included in the lender's Warrant Holder Rights Agreement.

Effective April 17, 2002, the Company completed a Third Modification Agreement
and Waiver of Defaults with the secured 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.

Required monthly payments on the loan were in arrears subsequent to December 31,
2002. The loan was due in full on March 1, 2002, but the Company did not make
this balloon payment. As a result, the principal balance of this loan of
$716,241 at March 31, 2004 and December 31, 2003 was classified as a current
liability in the consolidated financial statements at such dates. Accrued
interest payable on this loan was $164,345 and $126,375 at March 31, 2004 and
December 31, 2003, respectively.

During November 2002, the Company entered into an agreement with the secured
lender to settle this obligation for a cash payment of $200,000, of which
$50,000 was paid in November 2002, and $150,000 was payable by January 20, 2003.
The $50,000 payment was applied to reduce the loan balance at December 31, 2002.
The Company has not made any payments on the loan subsequent to December 31,
2002. The Company is continuing settlement discussions with the secured lender.

Commitments and Contingencies. At March 31, 2004, the Company did not have any
material commitments for capital expenditures other than with respect to a new
five-year lease that the Company entered into effective April 30, 2004 for a new
ticket booth facility on the Las Vegas Strip for its Tix4Tonight operations. The
Company estimates that it will cost in excess of $100,000 to build out such
space during 2004, which the Company has not yet determined how it will finance.

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

Recent Accounting Pronouncements:

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities". SFAS No. 149 amends and
clarifies under what circumstances a contract with initial investments meets the
characteristics of a derivative and when a derivative contains a financing
component. SFAS No. 149 is effective for contracts entered into or modified
after June 30, 2003. The adoption of SFAS No. 149 did not have a significant
effect on the Company's financial statement presentation or disclosures.

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

                                      -24-
<PAGE>

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others" ("FIN 45"). FIN 45 elaborates on the existing disclosure
requirements for most guarantees, including loan guarantees such as standby
letters of credit. It also clarifies that at the time a company issues a
guarantee, the company must recognize an initial liability for the fair market
value of the obligations it assumes under that guarantee and must disclose that
information in its interim and annual financial statements. The initial
recognition and measurement provisions of FIN 45 apply on a prospective basis to
guarantees issued or modified after December 31, 2002. The Company implemented
the disclosure provisions of FIN 45 in its December 31, 2002 consolidated
financial statements, and the measurement and recording provisions of FIN 45
effective January 1, 2003. The implementation of the provisions of FIN 45 did
not have a significant effect on the Company's consolidated financial statement
presentation or disclosures.

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities" ("FIN 46"), which clarifies the application of
Accounting Research Bulletin No. 51, "Consolidated Financial Statements",
relating to consolidation of certain entities. In December 2003, the FASB issued
a revised version of FIN 46 ("FIN 46R") that replaced the original FIN 46. FIN
46R requires identification of a company's participation in variable interest
entities ("VIEs"), which are defined as entities with a level of invested equity
that is not sufficient to fund future activities to permit it to operate on a
standalone basis. For entities identified as a VIE, FIN 46R sets forth a model
to evaluate potential consolidation based on an assessment of which party to the
VIE (if any) bears a majority of the exposure to its expected losses, or stands
to gain from a majority of its expected returns. FIN 46R also sets forth certain
disclosures regarding interests in VIEs that are deemed significant, even if
consolidation is not required. The Company is not currently participating in, or
invested in any VIEs, as defined in FIN 46R. The implementation of the
provisions of FIN 46R in 2003 did not have a significant effect on the Company's
consolidated financial statement presentation or disclosures.

                                      -25-
<PAGE>


ITEM 3.  CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

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

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

(b) Changes in Internal Controls

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

                                      -26-
<PAGE>

                           PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

At March 31, 2004, the Company was involved in the following legal proceeding:

The Company's Las Vegas ride facility was located at the Forum Shops at Caesar's
Palace Hotel and Casino (the "Forum Shops"). The Forum Shops is a high traffic
tourist mall located between Caesar's Palace Hotel and Casino and the Mirage
Hotel on the Las Vegas "Strip".

Since early 2003, the Forum Shops has been engaged in construction related to an
expansion program immediately adjacent to the Company's Las Vegas ride facility,
which the Company believed negatively impacted customer traffic and thus
revenues at this ride facility during 2003. The Company had been in discussions
with the management of the Forum Shops regarding this issue, as a result of
which the Company suspended the payment of rent on the Las Vegas ride facility
(approximately $40,000 per month) during mid-2003. During October 2003, the
Forum Shops commenced litigation against the Company to collect back rent and to
evict the Company's ride facility and terminate the Company's lease. The Company
believes it has meritorious claims against the Forum Shops, and has filed
counter-claims and intends to vigorously defend itself against this lawsuit. As
this litigation is in its initial stages, the Company is currently unable to
predict its ultimate resolution.

At December 31, 2003 and March 31, 2004, the Company had accrued approximately
$393,000 for unpaid rent on the Las Vegas ride facility through December 31,
2003, which has been included in liabilities related to discontinued operations
in the consolidated balance sheets at March 31, 2004 and December 31, 2003. The
Company's remaining obligation subsequent to December 31, 2003 under its Las
Vegas lease, the primary term of which continues through December 31, 2004,
totals approximately $480,000. As a result of the ongoing litigation with the
Forum Shops, the Company has not accrued the remaining obligation under its Las
Vegas lease.


ITEM 2.  CHANGES IN SECURITIES, USE OF PROCEEDS AND SMALL BUSINESS ISSUER
         PURCHASES OF EQUITY SECURITIES

Effective as of January 3, 2002, the Company entered into an agreement with a
financial advisory firm, Gang Consulting Inc., which provided for the payment of
monthly compensation, either in the form of a payment of $10,000 or the issuance
of 25,000 shares of common stock. The initial term of the agreement was through
December 31, 2003. During the three months ended March 3, 2004, the Company
issued 75,000 shares to such firm with a fair market value of $25,750, which was
charged to operations as general and administrative expense.

The shares of common stock 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 recipient.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

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 and to extend the maturity date of the note payable. The Company was in
default in its obligations to the lender at December 31, 2000.

Effective June 25, 2001, the Company completed a Second Modification Agreement
and Waiver of Defaults with the lender which: (1) provided a waiver of all prior


                                      -27-
<PAGE>

payment defaults; (2) reduced the monthly payments; (3) increased the principal
balance due the lender of accrued interest payable; (4) accelerated the due date
of the loan; (5) repriced certain warrants previously issued to the lender; (6)
issued additional warrants to the lender; and (7) revised certain rights
included in the lender's Warrant Holder Rights Agreement.

Effective April 17, 2002, the Company completed a Third Modification Agreement
and Waiver of Defaults with the secured 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.

Required monthly payments on the loan were in arrears subsequent to December 31,
2002. The loan was due in full on March 1, 2002, but the Company did not make
this balloon payment. As a result, the principal balance of this loan of
$716,241 at March 31, 2004 and December 31, 2003 was classified as a current
liability in the consolidated financial statements at such dates. Accrued
interest payable on this loan was $164,345 and $126,375 at March 31, 2004 and
December 31, 2003, respectively.

During November 2002, the Company entered into an agreement with the secured
lender to settle this obligation for a cash payment of $200,000, of which
$50,000 was paid in November 2002, and $150,000 was payable by January 20, 2003.
The $50,000 payment was applied to reduce the loan balance at December 31, 2002.
The Company has not made any payments on the loan subsequent to December 31,
2002. The Company is continuing settlement discussions with the secured lender.


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, 2004:  None

                                      -28-
<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:  June 4, 2004                By: ___________________________
                                       Mitchell J. Francis
                                       Chief Executive Officer and
                                       Chief Financial Officer
                                       (Duly Authorized Officer
                                       and Chief Financial
                                       Officer)

                                      -29-
<PAGE>



                                INDEX TO EXHIBITS



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

 3.1      Certificate of Incorporation, as amended (1)(P)

 3.2      Bylaws of the Company (1)(P)

31        Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
          2002 (2)

32        Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
          2002 (2)

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

(1)  Previously filed as an Exhibit to the Company's Registration Statement on
     Form SB-2, and incorporated herein by reference.

(2)  Filed herein.


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

                                      -30-