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, 2003

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

      For the transition period from _________ to _________

                         Commission File Number: 0-24592

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

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

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

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

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


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

As of March 31, 2003, the Company had 5,909,725 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, 2003 (Unaudited) and
          December 31, 2002

          Condensed Consolidated Statements of Operations (Unaudited) - Three
          Months Ended March 31, 2003 and 2002

          Condensed Consolidated Statements of Cash Flows (Unaudited) - Three
          Months Ended March 31, 2003 and 2002

          Notes to Condensed Consolidated Financial Statements (Unaudited) -
          Three Months Ended March 31, 2003 and 2002

  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 and Use of Proceeds

  Item 3.  Defaults Upon Senior Securities

  Item 6.  Exhibits and Reports on Form 8-K


SIGNATURES


CERTIFICATION


                                      -2-
<PAGE>

<TABLE>
<CAPTION>


                       Cinema Ride, Inc. and Subsidiaries
                      Condensed Consolidated Balance Sheets

                                      March 31,      December 31,
                                        2003             2002
                                     -----------     ------------
<S>                                <C>              <C>
                                     (Unaudited)

ASSETS

Current assets:
  Cash                              $    41,036       $   61,894
 Prepaid expenses and other
    current assets                       19,910           24,395
                                     ----------        ---------
Total current assets                     60,946           86,289
                                     ----------        ---------

Property and equipment:
  Office equipment and furniture        113,128          113,128
  Equipment under capital lease         100,014          100,014
  Leasehold improvements              1,115,103        1,115,103
  Theater and film equipment          1,658,329        1,658,329
                                     ----------        ---------
                                      2,986,574        2,986,574

  Less accumulated depreciation      (2,521,429)      (2,458,080)
                                     ----------        ---------
                                        465,145          528,494
                                     ----------        ---------

Other assets:
  Visual effects library, net of
    accumulated amortization of
    $1,092,771 and $1,076,116 at
    March 31, 2003 and December
    31, 2002, respectively                 -              16,655
  Investment in joint venture -
    D&B                                    -              23,861
  Investment in joint venture -
    Tickets2Nite                        224,464          197,934
  Deferred lease costs and other
    assets                               26,796           28,299
                                     ----------        ---------
                                        251,260          266,749
                                     ----------        ---------
Total assets                        $   777,351       $  881,532
                                     ==========        =========
</TABLE>



                                   (continued)

                                      -3-
<PAGE>

<TABLE>
<CAPTION>

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

                                      March 31,      December 31,
                                        2003             2002
                                     -----------     ------------
<S>                                <C>              <C>
                                     (Unaudited)

LIABILITIES AND STOCKHOLDERS'
  DEFICIENCY

Current liabilities:
  Accounts payable and accrued
    expenses                        $   559,864      $   432,869
  Current portion of capital
    lease obligations                    36,991           37,243
  Current portion of notes
    payable                             739,537          739,977
  Loan payable, officer                  80,000           65,000
                                     ----------       ----------
Total current liabilities             1,416,392        1,275,089
                                     ----------       ----------

Non-current liabilities:
  Capital lease obligations,
    less current portion                 58,179           65,165
  Notes payable, less current
    portion                              21,354           18,973
  Deferred rent                          23,536           27,949
                                     ----------       ----------
                                        103,069          112,087
                                     ----------       ----------

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 -
  5,909,725 shares and 5,620,775
  shares at March 31, 2003 and
  December 31, 2002, respectively       472,778          449,662
Additional paid-in capital           10,768,916       10,696,416
Deferred compensation                  (248,000)        (330,666)
Accumulated deficit                 (11,735,804)     (11,321,056)
                                     ----------       ----------
Total stockholders' deficiency         (742,110)        (505,644)
                                     ----------       ----------
Total liabilities and
  stockholders' deficiency          $   777,351      $   881,532
                                     ==========       ==========

</TABLE>




     See accompanying notes to condensed consolidated financial statements.

                                      -4-
<PAGE>

<TABLE>
<CAPTION>

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

                                      Three Months Ended March 31,
                                      ----------------------------
                                         2003              2002
                                      ---------         ---------

<S>                                   <C>               <C>
Revenues                              $ 403,387         $ 534,462
                                        -------           -------

Costs and expenses:
  Direct costs of revenues              286,150           320,003
  Selling and marketing expenses         10,624            18,344
  General and administrative
    expenses, including non-cash
    compensation expense
    of $114,282 in 2003 and $183,563
    in 2002 ($5,115 in 2003 and
    $83,063 in 2002 to officers
    and directors)                      400,457           427,882
  Depreciation and amortization          81,507            91,065
  Costs related to new Las Vegas
    business venture, including
    non-cash costs of $16,500
    in 2003                              19,349            11,214
  Costs related to closure of
    D&B ride facility                    21,571              -
                                        -------           -------
  Total costs and expenses              819,658           868,508
                                        -------           -------

Loss from operations                   (416,271)         (334,046)
                                        -------           -------

Other income (expense):
  Equity in net income of
    joint venture - D&B                    -               16,610
  Equity in net income of
    joint venture -
    Tickets2Nite                         37,521              -
  Interest income                             5                22
  Interest expense                      (36,003)          (45,812)
                                        -------           -------
  Other income (expense), net             1,523           (29,180)
                                        -------           -------

Net loss                              $(414,748)        $(363,226)
                                        =======           =======

Net loss per common share -
  basic and diluted                      $(0.07)           $(0.15)
                                           ====              ====

Weighted average common
  shares outstanding -
  basic and diluted                   5,770,417         2,412,567
                                      =========         =========

</TABLE>



     See accompanying notes to condensed consolidated financial statements.

                                      -5-
<PAGE>

<TABLE>
<CAPTION>

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


                                         Three Months Ended March 31,
                                         ----------------------------
                                             2003            2002
                                           ---------       ---------
<S>                                        <C>             <C>
Cash flows from operating activities:
Net loss                                   $(414,748)      $(363,226)
Adjustments to reconcile net loss
  to net cash used in operating
  activities:
  Depreciation and amortization               81,507          91,065
  Common stock issued for services
    rendered                                  48,116         183,563
  Amortization of deferred
    compensation                              82,666            -
  Equity in net income of joint
    venture - D&B                               -            (16,610)
  Equity in net income of joint
    venture - Tickets2Nite                   (37,521)           -
  Amortization of consulting
    agreement                                   -              2,601
  Amortization of deferred
    financing costs                             -             19,574
  Changes in operating assets and
    liabilities:
    (Increase) decrease in:
      Prepaid expenses and other
        current assets                         4,485          (3,520)
    Increase (decrease) in:
      Accounts payable and
        accrued expenses                     134,908        (149,023)
      Deferred rent                           (4,413)         (4,413)
                                             -------         -------
Net cash used in operating
  activities                                (105,000)       (239,989)
                                             -------         -------


</TABLE>



                                   (continued)

                                      -6-
<PAGE>

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



                                         Three Months Ended March 31,
                                         ----------------------------
                                             2003            2002
                                           ---------       ---------
<S>                                     <C>               <C>
Cash flows from investing activities:
  Dividends received from joint
    venture - D&B                        $    23,861       $  25,228
  Reimbursements received from joint
    venture, net - Tickets2Nite               10,991
  Purchase of property and equipment            -            (12,632)
                                           ---------         -------
Net cash provided by investing
  activities                                  34,852          12,596
                                           ---------         -------

Cash flows from financing activities:
  Payments on notes payable                   (5,972)        (18,556)
  Principal payments on capital
    lease obligations                         (7,238)        (13,032)
  Sale of equity securities                   47,500         281,250
  Loan from officer                           15,000            -
                                           ---------         -------
Net cash provided by financing
  activities                                  49,290         249,662
                                           ---------         -------

Cash:
  Net increase (decrease)                    (20,858)         22,269
  At beginning of period                      61,894          66,856
                                           ---------         -------
  At end of period                       $    41,036       $  89,125
                                           =========         =======

</TABLE>



          See accompanying notes to consolidated financial statements.

                                      -7-
<PAGE>
                       Cinema Ride, Inc. and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (Unaudited)
                   Three Months Ended March 31, 2003 and 2002


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.

Comments - 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, 2003, the results of operations for
the three months ended March 31, 2003 and 2002, and the cash flows for the three
months ended March 31, 2003 and 2002. The consolidated balance sheet as of
December 31, 2002 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,
2002, as filed with the Securities and Exchange Commission.

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

The Company owns 50% of a new business venture in Las Vegas, Nevada which
commenced operations during November 2002. The new business venture is operated
under the name "Coca-Cola Tickets2Nite", and sells tickets to Las Vegas shows at
50% of the original box office price on the same day of the performance (see
Notes 3 and 7).

The results of operations for the three months ended March 31, 2003 are not
necessarily indicative of the results of operations to be expected for the full
fiscal year ending December 31, 2003.

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.

Reclassification - Certain amounts have been reclassified in 2002 to conform to
the presentation in 2003.

Going Concern - The consolidated financial statements have been prepared
assuming that the Company will continue as a going concern, which contemplates


                                      -8-
<PAGE>

the realization of assets and the satisfaction of liabilities in the normal
course of business. The carrying amounts of assets and liabilities presented in
the consolidated financial statements do not purport to represent the realizable
or settlement values. The Company has experienced declining revenues and
recurring operating losses, and had a substantial working capital deficiency of
$1,355,446 and $1,188,800 at March 31, 2003 and December 31, 2002, respectively.
The Company also had a stockholders' deficiency of $742,110 and $505,644 at
March 31, 2003 and December 31, 2002, respectively. The Company's independent
certified public accountants, in their independent auditors' report on the
consolidated financial statements as of and for the year ended December 31,
2002, have expressed substantial doubt about the Company's ability to continue
as a going concern.

The Company will require additional capital to fund operating and debt service
requirements, as well as to expand its new Las Vegas business venture,
Tickets2Nite. 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.

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

Net Loss Per Common Share - Basic loss per common share is calculated by
dividing net loss by the weighted average number of common shares outstanding
during the period. Diluted loss per common share reflects the potential dilution
that would occur if dilutive stock options and warrants were exercised. These
potentially dilutive securities were not included in the calculation of loss per
share for the periods presented because the Company incurred a loss during such
periods and thus their effect would have been anti-dilutive. Accordingly, basic
and diluted loss per common share is the same for all periods presented. As of
March 31, 2003, potentially dilutive securities consisted of outstanding stock
options and warrants to acquire 4,904,197 shares and 2,149,197 shares of common
stock, respectively.

Stock-Based Compensation - 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. 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.

                                      -9-
<PAGE>

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

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


2.  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 from $40,903 to $21,789, and to extend the maturity date from January
1, 2001 to January 1, 2004, with no change in the balloon payment of $157,503.
The loan bears interest at 16.75% per annum. The financing agreement requires
the Company to repurchase the equipment at the end of the lease for $1.00. As a
result of reduced cash flows generated by operations during the year ended
December 31, 2000, the Company did not make the monthly payments due the lender
during the latter part of the year ended December 31, 2000 and the early part of
the year ended December 31, 2001. Accordingly, 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 provided for: (1) the waiver of
all prior payment defaults; (2) the reduction of the monthly payment from
$21,789 to $10,674, which represents interest only payments at 16.75% per annum;
(3) the increase in the principal balance due the lender of accrued interest
payable of $50,083; (4) the acceleration of the due date of the loan from
January 1, 2004 to March 1, 2002; (5) the repricing of a common stock purchase
warrant previously issued to the lender to purchase 12,500 shares of common
stock exercisable through December 31, 2003, which reduced the exercise price
from $16.00 per share to $1.00 per share; (6) the issuance of common stock
purchase warrants to the lender to purchase 25,000 shares of common stock at
$0.50 per share and 25,000 shares of common stock at $1.00 per share exercisable
through June 25, 2011; (7) the revision of the lender's Warrant Holder Rights
Agreement to eliminate demand registration rights; and (8) the agreement by the
lender to enter into negotiations with the Company with respect to the
refinancing of the balloon payment on or about March 1, 2002, provided that no
events of default had occurred.

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

Effective April 17, 2002, the Company completed a Third Modification Agreement
and Waiver of Defaults with the secured lender, which provided for: (1) the


                                      -10-
<PAGE>

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. Required monthly payments on the loan were also in arrears at December 31,
2001. The loan was due in full on March 1, 2002, and the Company did not make
this balloon payment. As a result, the balance of this loan has been classified
as a current liability in the consolidated financial statements at such dates.

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.
Although the $150,000 payment has not been made to date, the Company believes
that if it is successful in raising such funds, the lender will accept such
payment and settle the obligation in full, although there can be no assurances
in this regard. The $50,000 advance 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. Upon completion of this transaction, the
Company has agreed to reduce the exercise price of the common stock purchase
warrant previously issued to the lender to acquire 12,500 shares of common
stock, from $1.00 per share to $0.50 per share.


3.  Legal Proceedings

At March 31, 2003, the Company was involved in the following legal proceedings:

(a) The Company's former Chief Financial Officer, Toufic R. Bassil, has asserted
claims against the Company for breach of his employment agreement and his
wrongful termination as an officer of the Company without cause effective March
1, 1999. These claims are being asserted pursuant to a binding arbitration
proceeding through the American Arbitration Association. In January 2002, the
arbitrator determined that the Company is liable for damages from breach of the
employment agreement, although damages have not yet been determined. The
wrongful termination claim is still in the discovery stage and the Company is
actively defending this matter. In the opinion of management, adequate provision
has been made in the consolidated financial statements with respect to the
foregoing claims.

(b) In late June 2002, the Company closed its New Jersey ride facility, as a
result of unsatisfactory revenue production and a dispute with the landlord over
expense increases. During July 2002, the Company and its wholly-owned
subsidiary, Cinema Ride Times Square, Inc., were named as defendants in a
lawsuit initiated by the landlord of the Company's former New Jersey ride
facility, Elizabeth Metromall, LLC, in the Superior Court of New Jersey. The
lawsuit results from the contractual relationship between the landlord and the
Company. Management believes that it has counterclaims against the landlord
sufficient to offset any damages for which the Company may ultimately be found
liable. Management believes that it will be successful in its defense of this
lawsuit, and has therefore not accrued for any expenses associated with this
lawsuit in the consolidated financial statements. The Company's consolidated
financial statements do not include any adjustments for recovery of claims
against the landlord.

(c) The Company owns 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. The new business venture, which commenced operations
during November 2002, sells tickets to Las Vegas shows at 50% of the original
box office price, on the same day of the performance, from a ticket booth


                                      -11-
<PAGE>

located adjacent to the giant Coca-Cola bottle on the Las Vegas Strip, in front
of the MGM Grand Hotel. The Operating Agreement specifies that the Company will
oversee the day-to-day operations of the new business venture.

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

On February 27, 2003, the Clark County, Nevada District Court granted the
Company's motion for a Preliminary Injunction against Entasis relating to the
operations of the business. The Preliminary Injunction prevents Entasis from
interfering with the day-to-day operations of the Tickets2Nite business or
having anything to do with Tickets2Nite's banking.

Trial with respect to the Company's lawsuit against Entasis was held on May 7
through 9, 2003. No decision had been issued by the Clark County, Nevada
District Court as of June 20, 2003. The Company does not believe that the
resolution of this legal proceeding will have a negative impact on the Company's
interest in Tickets2Nite, LLC, or on its consolidated results of operations or
financial position.


4.  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.


5.  Capital Stock Transactions

Agreement with Financial Advisory Firm:

Effective as of January 3, 2002, the Company entered into a two year 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. During the three months ended
March 31, 2002, the Company issued 75,000 shares of common stock to such firm
with a fair market value of $24,750, which was charged to operations as general
and administrative expense. 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.

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 is being charged to
operations as 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.

                                      -12-
<PAGE>

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, 2002, the Company issued 18,400 shares of
common stock to such firm, which were recorded at par value of $0.08 per share
(aggregate amount $1,472) and charged to additional paid-in capital. 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, 2002:

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

On January 28, 2002, the Company issued to its Vice President of Operations
75,000 shares of common stock for services rendered. The aggregate fair market
value of the 75,000 shares was $15,750, which was charged to operations as
general and administrative expense during the three months ended March 31, 2002.

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

During the three months ended March 31, 2002, the Company sold 1,149,000 units
of its securities to accredited investors in a private placement at $0.25 per
unit, generating $287,250 of equity capital, which included accounts payable of
$6,000 paid through the issuance of such securities. Each unit consisted of one
share of common stock and one common stock purchase warrant. The warrants are
exercisable at $0.50 per share for a period of 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, 2002, the Company issued 5,000 shares of
common stock as a consulting fee. The aggregate fair market value of the 5,000
shares was $2,250, which was charged to operations as general and administrative
expense during the three months ended March 31, 2002.

During the three months ended March 31, 2002, the Company issued 56,250 shares
of common stock to its Chief Executive Officer with an aggregate fair market
value of $25,313, 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.

On February 4, 2002, as part of the Company's 2002 compensation agreement with
its Vice President of Operations, the Company issued a warrant to purchase
50,000 shares of common stock exercisable for a period of five years at $0.41
per share, which was the fair market value on the date of grant, vesting if 2002
revenues from the Company's Las Vegas ride facility are at least equal to 2001
revenues. As of March 31, 2002, this warrant had not vested. As of June 30,
2002, the Company determined that it was likely that this warrant would vest.


                                      -13-
<PAGE>

Accordingly, the fair value of the warrant was calculated pursuant to the
Black-Scholes option pricing model as $32,500 at June 30, 2002, and was charged
to operations as general and administrative expense over the nine month period
beginning April 1, 2002 and ending December 31, 2002.

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.


6. Investments in Joint Venture - Dave & Busters, Inc.

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. The theater installation
was completed and became operational on September 14, 1998. 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 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, at December 31, 2002, the Company
wrote-off certain fixed assets related to such ride facility and certain direct
costs related to such closure. During the three months ended March 31, 2003, the
Company incurred a further loss with respect to the termination of this joint
venture of $21,571.


7. Investment in Joint Venture - Tickets2Nite, LLC

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


                                      -14-
<PAGE>

Operating Agreement, with the other 50% owned by Entasis, LLC ("Entasis"), an
independent third party. The new business venture, which commenced operations
during November 2002, sells 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 adjacent to the giant Coca-Cola bottle on the Las Vegas Strip, in front
of the MGM Grand Hotel, pursuant to a sub-lease through July 31, 2007. The
Operating Agreement specifies that the Company oversees the day-to-day
operations of the new business venture. The Coca-Cola Company has entered into a
Marketing Sponsorship Agreement with Tickets2Nite, LLC, beginning July 1, 2002
and ending June 30, 2007, as a result of which the operations of the new
business venture are being marketed as "Coca-Cola Tickets2Nite".

The Company accounts for this investment under the equity method of accounting,
since it does not have majority voting control of Tickets2Nite, LLC.
Accordingly, the Company recorded $37,521 as its proportionate share of net
income for the three months ended March 31, 2003. The value of the Company's
investment in this business venture was $224,464 and $197,934 at March 31, 2003
and December 31, 2002, respectively.

As part of its Marketing Sponsorship Agreement, Tickets2Nite, LLC has granted
The Coca-Cola Company a warrant to purchase a 5% ownership interest in
Tickets2Nite, LLC, exercisable for a period of five years at 25% of the fair
market value of such 5% ownership interest at the time the warrant is exercised,
as determined by a mutually acceptable investment banking firm. The fair value
of these warrants was recorded as deferred marketing costs and is being
amortized to operations over the five year life of the Marketing Sponsorship
Agreement.

As of March 31, 2003, the new business venture did not have any capital
expenditure commitments outstanding.

Litigation with respect to Tickets2Nite, LLC is described at Note 3(c).

Condensed unaudited financial information with respect to this business venture
is presented below.

<TABLE>
<CAPTION>

                                Tickets2Nite, LLC
                           Balance Sheets (Unaudited)
                      March 31, 2003 and December 31, 2002


                                           March 31,       December 31,
                                              2003            2002
                                           ---------       ------------
<S>                                        <C>              <C>
Current assets                             $ 219,124        $ 132,904
Property and equipment, net                  300,593          315,013
Other assets                                 212,500          225,000
                                             -------          -------
  Total assets                             $ 732,217        $ 672,917
                                             =======          =======

Current liabilities                        $ 126,251        $  99,466
Long-term liabilities                         86,704          118,241
Capital                                      519,262          455,210
                                             -------          -------
  Total liabilities and capital            $ 732,217        $ 672,917
                                             =======          =======

</TABLE>

                                      -15-
<PAGE>

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


<S>                                        <C>
Revenues                                   $ 890,643
Cost of revenues                             695,093
                                             -------
Gross margin                                 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>


8.  New Accounting Pronouncements

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations". SFAS No. 143 addresses the diverse accounting practices for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. The Company adopted SFAS No. 143 effective
January 1, 2003. The Company does not expect that the adoption of SFAS No. 143
will have a significant effect on the Company's financial statement presentation
or disclosures.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections".
SFAS No. 145 rescinds the provisions of SFAS No. 4 that requires companies to
classify certain gains and losses from debt extinguishments as extraordinary
items, eliminates the provisions of SFAS No. 44 regarding transition to the
Motor Carrier Act of 1980 and amends the provisions of SFAS No. 13 to require
that certain lease modifications be treated as sale leaseback transactions. The
provisions of SFAS No. 145 related to classification of debt extinguishments are
effective for fiscal years beginning after May 15, 2002. Earlier application is
encouraged. The Company does not expect that the adoption of SFAS No. 145 will
have a significant effect on the Company's financial statement presentation or
disclosures.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities," which requires companies to recognize costs
associated with exit or disposal activities when they are incurred rather than
at the date of a commitment to an exit or disposal plan. Such costs covered by
SFAS No. 146 include lease termination costs and certain employee severance
costs that are associated with a restructuring, discontinued operation, plant
closing, or other exit or disposal activity. SFAS No. 146 replaces the previous
accounting guidance provided by the EITF No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." SFAS No. 146 is to be
applied prospectively to exit or disposal activities initiated after December
31, 2002. The Company does not expect that the adoption of SFAS No. 146 will
have a significant effect on the Company's financial statement presentation or
disclosures.

                                      -16-
<PAGE>

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure". SFAS No. 148 amends SFAS No. 123,
"Accounting for Stock-Based Compensation", to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, SFAS No. 148 amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. SFAS No. 148 is effective for fiscal years beginning after December 15,
2002. The interim disclosure provisions are effective for financial reports
containing financial statements for interim periods beginning after December 15,
2002. The Company does not expect that the adoption of SFAS No. 148 will have a
significant effect on the Company's financial statement presentation or
disclosures.

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 Company does not expect that the adoption of SFAS No.
149 will 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 Company does not expect that the adoption of
SFAS No. 150 will have a significant effect on the Company's financial statement
presentation or disclosures.


9.  Subsequent Event

During the year ended December 31, 2002, the Company issued 2,515,000 warrants
in conjunction with the sale of its securities. During June 2003, the Company
issued an additional 251,500 warrants to the purchasers of such securities (10%
of the number of warrants originally issued), as consideration for the Company
not having registered such securities with the Securities and Exchange
Commission.

                                      -17-
<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,
2003 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, 2003
involve known and unknown risks, uncertainties and other factors that could
cause the actual results, performance or achievements of the Company to differ
materially from those expressed in or implied by the forward-looking statements
contained herein.

Overview:

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

The Company owns 50% of a new business venture in Las Vegas, Nevada which
commenced operations during November 2002. The new business venture is operated
under the name "Coca-Cola Tickets2Nite", and sells tickets to Las Vegas shows at
50% of the original box office price on the same day of the performance (see
"New Las Vegas Business Venture" below).

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

Going Concern:

The consolidated financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. The
carrying amounts of assets and liabilities presented in the consolidated
financial statements do not purport to represent the realizable or settlement
values. The Company has experienced declining revenues and recurring operating
losses, and had a substantial working capital deficiency of $1,355,446 and
$1,188,800 at March 31, 2003 and December 31, 2002, respectively. The Company
also had a stockholders' deficiency of $742,110 and $505,644 at March 31, 2003
and December 31, 2002, respectively. The Company's independent certified public
accountants, in their independent auditors' report on the consolidated financial
statements as of and for the year ended December 31, 2002, have expressed
substantial doubt about the Company's ability to continue as a going concern.

                                      -18-
<PAGE>

The Company will require additional capital to fund operating and debt service
requirements, as well as to expand its new Las Vegas business venture,
Tickets2Nite. 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.

Closure of New Jersey Ride Facility:

During late June 2002, the Company closed its New Jersey ride facility, as a
result of unsatisfactory revenue production and a dispute with the landlord over
expense increases. During the three months ended March 31, 2002, the New Jersey
ride facility generated revenues of $88,651 or 16.6% of consolidated revenues.

During July 2002, the Company and its wholly-owned subsidiary, Cinema Ride Times
Square, Inc., were named as defendants in a lawsuit initiated by the landlord of
the Company's former New Jersey ride facility, Elizabeth Metromall, LLC, in the
Superior Court of New Jersey. The lawsuit results from the contractual
relationship between the landlord and the Company. Management believes that it
has counterclaims against the landlord sufficient to offset any damages for
which the Company may ultimately be found liable. Management believes that it
will be successful in its defense of this lawsuit, and has therefore not accrued
for any expenses associated with this lawsuit in the consolidated financial
statements. The Company's consolidated financial statements do not include any
adjustments for recovery of claims against the landlord.

New Las Vegas Business Venture:

The Company owns 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. The new business venture, which commenced operations
during November 2002, sells 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 adjacent to the giant Coca-Cola bottle on the Las Vegas Strip, in front
of the MGM Grand Hotel, pursuant to a sub-lease through July 31, 2007. The
Operating Agreement specifies that the Company oversees the day-to-day
operations of the new business venture. The Coca-Cola Company has entered into a
Marketing Sponsorship Agreement with Tickets2Nite, LLC, beginning July 1, 2002
and ending June 30, 2007, as a result of which the operations of the new
business venture are being marketed as "Coca-Cola Tickets2Nite". As part of the
Marketing Sponsorship Agreement, Tickets2Nite, LLC has granted The Coca-Cola
Company a warrant to purchase a 5% ownership interest in Tickets2Nite, LLC,
exercisable for a period of five years at 25% of the fair market value of such
5% ownership interest at the time the warrant is exercised, as determined by a
mutually acceptable investment banking firm.
The concept of same day, half-price tickets is a successful, well-established
institution in New York City's Times Square. Based on initial results, and
subject to the resolution of management and funding issues, the Company believes
that the new business venture has the potential to make a significant
contribution to the Company's financial results in the future.

The Company accounts for this investment under the equity method of accounting,
since it does 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 are provided below at
"Tickets2Nite Business Venture".

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

                                      -19-
<PAGE>

On February 27, 2003, the Clark County, Nevada District Court granted the
Company's motion for a Preliminary Injunction against Entasis relating to the
operations of the business. The Preliminary Injunction prevents Entasis from
interfering with the day-to-day operations of the Tickets2Nite business or
having anything to do with Tickets2Nite's banking.

Trial with respect to the Company's lawsuit against Entasis was held on May 7
through 9, 2003. No decision had been issued by the Clark County, Nevada
District Court as of June 20, 2003. The Company does not believe that the
resolution of this legal proceeding will have a negative impact on the Company's
interest in Tickets2Nite, LLC, or on its consolidated results of operations or
financial position.

Critical Accounting Policies:

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

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

Impairment of Long-Lived Assets:

The Company's long-lived assets consist of property and equipment. At March 31,
2003, the net value of property and equipment was $465,145, which accounted for
59.8% of the Company's total assets. At December 31, 2002, the net value of
property and equipment was $545,149, which accounted for 60.0% of the Company's
total assets. 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. The Company did not record
any impairment charges at March 31, 2003 or December 31, 2002. However, if these
estimates or the related assumptions change in the future, the Company may be
required to record impairment charges for these assets.

Investment in New Las Vegas Business Venture:

The Company owns 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, an independent
third party. The new business venture, which commenced operations during
November 2002, sells 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
adjacent to the giant Coca-Cola bottle on the Las Vegas Strip, in front of the
MGM Grand Hotel. The value of the Company's investment in the new Las Vegas
business venture was $224,464 at March 31, 2003, representing 28.8% of the


                                      -20-
<PAGE>

Company's total assets, and $197,934 at December 31, 2002, representing 22.5% of
the Company's total assets.

The Company periodically evaluates the recoverability of its investment in this
business venture based on its current and prospective operating performance. If
the Company determines that its investment in this business venture is not
recoverable, it will be required to recognize a loss in such period.

Income Taxes:

The Company records a valuation allowance to reduce its deferred tax assets
arising from net operating loss carryforwards 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, 2003 and 2002 -

Revenues. Revenues decreased by $131,075 or 24.5% to $403,387 in 2003, as
compared to $534,462 in 2002. Included in revenues for the three months ended
March 31, 2002 were revenues from the New Jersey ride facility, which was closed
in late June 2002, of $88,651 or 16.6% of total revenues. The Company's Las
Vegas ride facility accounted for most of the remaining decrease in revenues in
2003 as compared to 2002.

Direct Costs of Revenues. Direct costs of revenues decreased by $33,853 or 10.6%
to $286,150 in 2003, as compared to $320,003 in 2002, primarily as a result of
decreased revenues. Direct costs of revenues were 70.9% of revenues in 2003, as
compared to 59.9% of revenues in 2002. The increase in direct costs of revenues
as a percent of revenues was a result of lower revenues over which to allocate
fixed operating costs.

Selling and Marketing Expenses. Selling and marketing expenses decreased by
$7,720 or 42.1% to $10,624 in 2003, as compared to $18,344 in 2002, primarily as
a result of the Company's changing to a lower cost marketing program. Selling
and marketing expenses were 2.6% of revenues in 2003, as compared to 3.4% of
revenues in 2001.

General and Administrative Expenses. General and administrative expenses
decreased by $27,425 or 6.4% to $400,457 in 2003, as compared to $427,882 in
2002. Included in general and administrative expenses in 2003 and 2002 was
non-cash compensation of $114,282 and $183,563, respectively, including $5,115
and $83,063 to officers and directors, respectively. Excluding such non-cash
compensation, general and administrative expenses increased by $41,856 or 17.1%
in 2003 as compared to 2002, primarily as a result of higher costs for
professional fees and salaries.

Depreciation and Amortization. Depreciation and amortization decreased by $9,558
or 10.5% to $81,507 in 2003, as compared to $91,065 in 2002, primarily as a
result of the retirement of certain property and equipment.

Costs Related to New Las Vegas Business Venture. The Company incurred costs with
respect to the development of its new Las Vegas business venture of $19,349 in
2003, as compared to $11,214 in 2002. Included in such costs in 2003 were
$16,500 of non-cash costs resulting from the issuance of common stock.

                                      -21-
<PAGE>

Costs Related to Closure of D&B Ride Facility. Effective February 15, 2003, the
joint venture agreement with Dave & Buster's, Inc. was formally terminated and
ceased operations. 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 a further loss with respect to the
termination of this joint venture of $21,571.

Loss from Operations. The loss from operations was $416,271 for the three months
ended March 31, 2003, as compared to a loss from operations of $334,046 for the
three months ended March 31, 2002.

Interest Expense. Interest expense decreased by $9,809 or 21.4% to $36,003 in
2003, as compared to $45,812 in 2002, primarily as a result of a decrease in the
principal balance of interest-bearing obligations.

Interest Income.  Interest income was $5 in 2003, as compared to $22 in 2002.

Equity in Net Income of Joint Venture - D&B. Equity in net income of joint
venture - D&B was $16,610 in 2002. There was no equity in net income (loss) of
joint venture - D&B in 2003, as the operations of the joint venture were
terminated in February 2003.

Equity in Net Income of Joint Venture - Tickets2Nite. Equity in net income of
joint venture - Tickets2Nite was $37,521 in 2003. There was no equity in net
income (loss) of joint venture - Tickets2Nite in 2002, as the joint venture did
not begin operations until November 2002.

Net Loss. Net loss was $414,748 the three months ended March 31, 2003, as
compared to a net loss of $363,226 for the three months ended March 31, 2002.

Tickets2Nite Business Venture:

The Company owns 50% of a business venture named Tickets2Nite, LLC, a Nevada
limited liability company. The new business venture, which commenced operations
during November 2002, sells 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 adjacent to the giant Coca-Cola bottle on the Las Vegas Strip, in front
of the MGM Grand Hotel.

The Company accounts for this investment under the equity method of accounting,
since it does not have majority voting control of Tickets2Nite, LLC.
Accordingly, the Company recorded $37,521 as its proportionate share of net
income for the three months ended March 31, 2003. The value of the Company's
investment in this business venture was $224,464 and $197,934 at March 31, 2003
and December 31, 2002, respectively.

As part of its Marketing Sponsorship Agreement, Tickets2Nite, LLC has granted
The Coca-Cola Company a warrant to purchase a 5% ownership interest in
Tickets2Nite, LLC, exercisable for a period of five years at 25% of the fair
market value of such 5% ownership interest at the time the warrant is exercised,
as determined by a mutually acceptable investment banking firm. The fair value
of these warrants was recorded as deferred marketing costs and is being
amortized to operations over the five year life of the Marketing Sponsorship
Agreement.

As of March 31, 2003, the new business venture did not have any capital
expenditure commitments outstanding.

Condensed unaudited financial information with respect to this business venture
is presented below.

                                      -22-
<PAGE>

<TABLE>
<CAPTION>
                                Tickets2Nite, LLC
                           Balance Sheets (Unaudited)
                      March 31, 2003 and December 31, 2002


                                           March 31,       December 31,
                                              2003            2002
                                           ---------       ------------
<S>                                        <C>              <C>
Current assets                             $ 219,124        $ 132,904
Property and equipment, net                  300,593          315,013
Other assets                                 212,500          225,000
                                             -------          -------
  Total assets                             $ 732,217        $ 672,917
                                             =======          =======

Current liabilities                        $ 126,251        $  99,466
Long-term liabilities                         86,704          118,241
Capital                                      519,262          455,210
                                             -------          -------
  Total liabilities and capital            $ 732,217        $ 672,917
                                             =======          =======
</TABLE>


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


<S>                                        <C>
Revenues                                   $ 890,643
Cost of revenues                             695,093
                                             -------
Gross margin                                 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>

                                      -23-
<PAGE>

Liquidity and Capital Resources - March 31, 2003:

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 facilities,
operate its business and invest in its new Las Vegas business venture. During
the three months ended March 31, 2003 and the year ended December 31, 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 during 2003.

Operating Activities. The Company's operations utilized cash of $105,000 during
the three months ended March 31, 2003, as compared to $239,989 during the three
months ended March 31, 2002. The decrease in cash utilized in operations in 2003
as compared to 2002 was primarily a result of a decrease in cash used to reduce
accounts payable and accrued expenses.

At March 31, 2003, cash had decreased by $20,858 to $41,036, as compared to
$61,894 at December 31, 2002. The cash balance at March 31, 2003 included a
short-term advance of $15,000 from the Company's Chief Executive Officer that
was received during the three months ended March 31, 2003. The Company's Chief
Executive Officer had previously advanced $65,000 during the three months ended
December 31, 2002.

The Company had a working capital deficit of $1,355,446 at March 31, 2003, as
compared to a working capital deficit of $1,188,800 at December 31, 2002. At
March 31, 2003 and December 31, 2002, the Company's note payable to its primary
secured lender was classified as a current liability (see "Transactions with
Primary Secured Lender" below).

Investing Activities. Net cash provided by investing activities was $34,852 for
the three months ended March 31, 2003, as compared to $12,596 for the three
months ended March 31, 2002. During the three months ended March 31, 2002, the
Company purchased $12,632 of property and equipment. During the three months
ended March 31, 2003 and 2002, the Company received dividends from the Dave &
Buster's, Inc. joint venture of $23,861 and $25,228, respectively. During the
three months ended March 31, 2003, the Company received net reimbursements from
its Tickets2Nite business venture of $10,991 (see "Tickets2Nite Business
Venture" above).

Financing Activities. Net cash provided by financing activities was $49,290 for
the three months ended March 31, 2003, as compared to $249,662 for the three
months ended March 31, 2002. During the three months ended March 31, 2003 and
2002, the Company made payments on notes payable of $5,972 and $18,556,
respectively, and the Company made principal payments on capital lease
obligations of $7,238 and $13,032, respectively.

During the three months ended March 31, 2003, the Company raised $47,500 of new
capital through the sale of its equity securities. The private placement
offering consisted of units sold at $0.25 per unit. Each unit consisted of one
share of common stock and one common stock purchase warrant. The warrants are
exercisable at $0.50 per share for a period of 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'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.

                                      -24-
<PAGE>

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.
On March 10, 1999, the financing agreement was amended to reduce the monthly
payments from $40,903 to $21,789, and to extend the maturity date from January
1, 2001 to January 1, 2004, with no change in the balloon payment of $157,503.
The loan bears interest at 16.75% per annum. The financing agreement requires
the Company to repurchase the equipment at the end of the lease for $1.00. As a
result of reduced cash flows generated by operations during the year ended
December 31, 2000, the Company did not make the monthly payments due the lender
during the latter part of the year ended December 31, 2000 and the early part of
the year ended December 31, 2001. Accordingly, 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 provided for: (1) the waiver of
all prior payment defaults; (2) the reduction of the monthly payment from
$21,789 to $10,674, which represents interest only payments at 16.75% per annum;
(3) the increase in the principal balance due the lender of accrued interest
payable of $50,083; (4) the acceleration of the due date of the loan from
January 1, 2004 to March 1, 2002; (5) the repricing of a common stock purchase
warrant previously issued to the lender to purchase 12,500 shares of common
stock exercisable through December 31, 2003, which reduced the exercise price
from $16.00 per share to $1.00 per share; (6) the issuance of common stock
purchase warrants to the lender to purchase 25,000 shares of common stock at
$0.50 per share and 25,000 shares of common stock at $1.00 per share exercisable
through June 25, 2011; (7) the revision of the lender's Warrant Holder Rights
Agreement to eliminate demand registration rights; and (8) the agreement by the
lender to enter into negotiations with the Company with respect to the
refinancing of the balloon payment on or about March 1, 2002, provided that no
events of default had occurred.

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

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. Required monthly payments on the loan were also in arrears at December 31,
2001. The loan was due in full on March 1, 2002, and the Company did not make
this balloon payment. As a result, the balance of this loan has been classified
as a current liability in the consolidated financial statements at such dates.

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.
Although the $150,000 payment has not been made to date, the Company believes


                                      -25-
<PAGE>

that if it is successful in raising such funds, the lender will accept such
payment and settle the obligation in full, although there can be no assurances
in this regard. The $50,000 advance 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. Upon completion of this transaction, the
Company has agreed to reduce the exercise price of the common stock purchase
warrant previously issued to the lender to acquire 12,500 shares of common
stock, from $1.00 per share to $0.50 per share.

New Accounting Pronouncements:

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations". SFAS No. 143 addresses the diverse accounting practices for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. The Company adopted SFAS No. 143 effective
January 1, 2003. The Company does not expect that the adoption of SFAS No. 143
will have a significant effect on the Company's financial statement presentation
or disclosures.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections".
SFAS No. 145 rescinds the provisions of SFAS No. 4 that requires companies to
classify certain gains and losses from debt extinguishments as extraordinary
items, eliminates the provisions of SFAS No. 44 regarding transition to the
Motor Carrier Act of 1980 and amends the provisions of SFAS No. 13 to require
that certain lease modifications be treated as sale leaseback transactions. The
provisions of SFAS No. 145 related to classification of debt extinguishments are
effective for fiscal years beginning after May 15, 2002. Earlier application is
encouraged. The Company does not expect that the adoption of SFAS No. 145 will
have a significant effect on the Company's financial statement presentation or
disclosures.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities," which requires companies to recognize costs
associated with exit or disposal activities when they are incurred rather than
at the date of a commitment to an exit or disposal plan. Such costs covered by
SFAS No. 146 include lease termination costs and certain employee severance
costs that are associated with a restructuring, discontinued operation, plant
closing, or other exit or disposal activity. SFAS No. 146 replaces the previous
accounting guidance provided by the EITF No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." SFAS No. 146 is to be
applied prospectively to exit or disposal activities initiated after December
31, 2002. The Company does not expect that the adoption of SFAS No. 146 will
have a significant effect on the Company's financial statement presentation or
disclosures.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure". SFAS No. 148 amends SFAS No. 123,
"Accounting for Stock-Based Compensation", to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, SFAS No. 148 amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. SFAS No. 148 is effective for fiscal years beginning after December 15,
2002. The interim disclosure provisions are effective for financial reports
containing financial statements for interim periods beginning after December 15,
2002. The Company does not expect that the adoption of SFAS No. 148 will have a
significant effect on the Company's financial statement presentation or
disclosures.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on


                                      -26-
<PAGE>

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 Company does not expect that the adoption of SFAS No.
149 will 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 Company does not expect that the adoption of
SFAS No. 150 will have a significant effect on the Company's financial statement
presentation or disclosures.

                                      -27-
<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 the Chief Executive Officer/Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.

Within the 90 days prior to the filing of this report, the Company carried out
an evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer/Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures. Based upon and as of the date of that
evaluation, the Chief Executive Officer/Chief 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 as and when required.

(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.

                                      -28-
<PAGE>

                           PART II. OTHER INFORMATION



ITEM 1.  LEGAL PROCEEDINGS

At March 31, 2003, the Company was involved in the following legal proceedings:

(a) The Company's former Chief Financial Officer, Toufic R. Bassil, has asserted
claims against the Company for breach of his employment agreement and his
wrongful termination as an officer of the Company without cause effective March
1, 1999. These claims are being asserted pursuant to a binding arbitration
proceeding through the American Arbitration Association. In January 2002, the
arbitrator determined that the Company is liable for damages from breach of the
employment agreement, although damages have not yet been determined. The
wrongful termination claim is still in the discovery stage and the Company is
actively defending this matter. In the opinion of management, adequate provision
has been made in the consolidated financial statements with respect to the
foregoing claims.

(b) In late June 2002, the Company closed its New Jersey ride facility. During
July 2002, the Company and its wholly-owned subsidiary, Cinema Ride Times
Square, Inc., were named as defendants in a lawsuit initiated by the landlord of
the Company's former New Jersey ride facility, Elizabeth Metromall, LLC, in the
Superior Court of New Jersey. The lawsuit results from the contractual
relationship between the landlord and the Company. Management believes that it
has counterclaims against the landlord sufficient to offset any damages for
which the Company may ultimately be found liable. Management believes that it
will be successful in its defense of this lawsuit, and has therefore not accrued
for any expenses associated with this lawsuit in the consolidated financial
statements. The Company's consolidated financial statements do not include any
adjustments for recovery of claims against the landlord.

(c) The Company owns 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. The new business venture, which commenced operations
during November 2002, sells 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 adjacent to the giant Coca-Cola bottle on the Las Vegas Strip, in front
of the MGM Grand Hotel. The Operating Agreement specifies that the Company will
oversee the day-to-day operations of the new business venture.

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

On February 27, 2003, the Clark County, Nevada District Court granted the
Company's motion for a Preliminary Injunction against Entasis relating to the
operations of the business. The Preliminary Injunction prevents Entasis from
interfering with the day-to-day operations of the Tickets2Nite business or
having anything to do with Tickets2Nite's banking.

Trial with respect to the Company's lawsuit against Entasis was held on May 7
through 9, 2003. No decision had been issued by the Clark County, Nevada
District Court as of June 20, 2003. The Company does not believe that the
resolution of this legal proceeding will have a negative impact on the Company's
interest in Tickets2Nite, LLC, or on its consolidated results of operations or
financial position.

                                      -29-
<PAGE>


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

Agreement with Financial Advisory Firm:

Effective as of January 3, 2002, the Company entered into a two year 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. During the three months ended
March 31, 2002, the Company issued 75,000 shares of common stock to such firm
with a fair market value of $24,750, which was charged to operations as general
and administrative expense. 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.

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 is being charged to
operations as 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, 2002, the Company issued 18,400 shares of
common stock to such firm, which were recorded at par value of $0.08 per share
(aggregate amount $1,472) and charged to additional paid-in capital. 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.


Transactions during the 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 $287,250 of equity capital, which included accounts payable of $6,000
paid through the issuance of such securities. Each unit consisted of one share
of common stock and one common stock purchase warrant. The warrants are
exercisable at $0.50 per share for a period of 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


                                      -30-
<PAGE>

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.

The shares of common stock and warrants were issued without registration in
reliance upon the exemption afforded by Section 4(2) of the Securities Act of
1933, as amended, based on certain representations made to the Company by the
recipients.


ITEM 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 from $40,903 to $21,789, and to extend the maturity date from January
1, 2001 to January 1, 2004, with no change in the balloon payment of $157,503.
The loan bears interest at 16.75% per annum. The financing agreement requires
the Company to repurchase the equipment at the end of the lease for $1.00. As a
result of reduced cash flows generated by operations during the year ended
December 31, 2000, the Company did not make the monthly payments due the lender
during the latter part of the year ended December 31, 2000 and the early part of
the year ended December 31, 2001. Accordingly, 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 provided for: (1) the waiver of
all prior payment defaults; (2) the reduction of the monthly payment from
$21,789 to $10,674, which represents interest only payments at 16.75% per annum;
(3) the increase in the principal balance due the lender of accrued interest
payable of $50,083; (4) the acceleration of the due date of the loan from
January 1, 2004 to March 1, 2002; (5) the repricing of a common stock purchase
warrant previously issued to the lender to purchase 12,500 shares of common
stock exercisable through December 31, 2003, which reduced the exercise price
from $16.00 per share to $1.00 per share; (6) the issuance of common stock
purchase warrants to the lender to purchase 25,000 shares of common stock at
$0.50 per share and 25,000 shares of common stock at $1.00 per share exercisable
through June 25, 2011; (7) the revision of the lender's Warrant Holder Rights
Agreement to eliminate demand registration rights; and (8) the agreement by the
lender to enter into negotiations with the Company with respect to the
refinancing of the balloon payment on or about March 1, 2002, provided that no
events of default had occurred.

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


                                      -31-
<PAGE>

In addition, previously recorded deferred financing costs were charged to
operations as financing expense through the accelerated due date of the loan of
March 1, 2002.

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. Required monthly payments on the loan were also in arrears at December 31,
2001. The loan was due in full on March 1, 2002, and the Company did not make
this balloon payment. As a result, the balance of this loan has been classified
as a current liability in the consolidated financial statements at such dates.

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.
Although the $150,000 payment has not been made to date, the Company believes
that if it is successful in raising such funds, the lender will accept such
payment and settle the obligation in full, although there can be no assurances
in this regard. The $50,000 advance 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. Upon completion of this transaction, the
Company has agreed to reduce the exercise price of the common stock purchase
warrant previously issued to the lender to acquire 12,500 shares of common
stock, from $1.00 per share to $0.50 per share.


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, 2003:

The Company filed a Current Report on Form 8-K on January 3, 2003 (date of event
reported: December 31, 2002) to file a press release with respect to litigation
that the Company had instituted on December 24, 2002 against its business
partner in its new Las Vegas business venture, Tickets2Nite.

                                      -32-
<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 24, 2003              By:  ___________________________
                                       Mitchell J. Francis
                                       Chief Executive Officer and
                                       Chief Financial Officer
                                       (Duly Authorized Officer
                                       and Chief Financial
                                       Officer)



                                      -33-
<PAGE>



                                  CERTIFICATION

I, Mitchell J. Francis, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Cinema Ride, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and I have:

        a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to me by others within those entities, particularly
during the period in which this quarterly report is being prepared;

        b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

        c. presented in this quarterly report my conclusions about the
effectiveness of the disclosure controls and procedures based on my evaluation
as of the Evaluation Date;

5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent function):

        a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

        b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of my most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

                                                 /s/ MITCHELL J. FRANCIS
Date:  June 24, 2003                        By:  ___________________________
                                                 Mitchell J. Francis
                                                 Chief Executive Officer and
                                                 Chief Financial Officer


                                      -34-
<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)

10.1             Operating Agreement of Tickets2Nite, LLC, a Nevada limited
                 liability company, dated September 24, 2002 (2)

99               Certification Pursuant to Section 906 of the Sarbanes-Oxley
                 Act of 2002 (3)


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

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

(2) Previously filed as an Exhibit to the Company's Quarterly Report on Form
10-QSB for the quarterly period ended September 30, 2002, and incorporated
herein by reference.

(3) 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.


                                      -35-